First Supplemental Indenture



 Exhibit 4.2 

 
  

PENN VIRGINIA RESOURCE PARTNERS, L.P., 

PENN VIRGINIA RESOURCE FINANCE CORPORATION, as Issuers, 

THE SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors 

AND 
 WELLS FARGO
BANK, N.A., as Trustee 
  
  

8
 1/4% Senior Notes due 2018 

 
  

FIRST SUPPLEMENTAL INDENTURE 

Dated as of April 27, 2010 

TO THE INDENTURE 

Dated as of April 27, 2010 
  

 







 CROSS-REFERENCE TABLE* 

 

					
	 Trust Indenture

Act Section
	  	Indenture
Section(s)
			
	 310
	 	 (a)(1)
	  	7.10
		 	 (a)(2)
	  	7.10
		 	 (a)(3)
	  	N.A.
		 	 (a)(4)
	  	N.A.
		 	 (a)(5)
	  	7.10
		 	 (b)
	  	7.10
		 	 (c)
	  	N.A.
	 311
	 	 (a)
	  	7.11
		 	 (b)
	  	7.11
		 	 (c)
	  	N.A.
	 312
	 	 (a)
	  	2.05
		 	 (b)
	  	12.03
		 	 (c)
	  	12.03
	 313
	 	 (a)
	  	7.06
		 	 (b)(1)
	  	N.A.
		 	 (b)(2)
	  	7.06
		 	 (c)
	  	7.06; 12.02
		 	 (d)
	  	7.06
	 314
	 	 (a)
	  	4.03; 4.18; 12.02
		 	 (b)
	  	N.A.
		 	 (c)(1)
	  	12.04
		 	 (c)(2)
	  	12.04
		 	 (c)(3)
	  	N.A.
		 	 (d)
	  	N.A.
		 	 (e)
	  	12.05
		 	 (f)
	  	N.A.
	 315
	 	 (a)
	  	7.01
		 	 (b)
	  	7.05; 12.02
		 	 (c)
	  	7.01
		 	 (d)
	  	7.01; 6.05
		 	 (e)
	  	6.11
	 316
	 	 (a)(last sentence)
	  	N.A.
		 	 (a)(1)(A)
	  	6.05
		 	 (a)(1)(B)
	  	6.04
		 	 (a)(2)
	  	N.A.
		 	 (b)
	  	6.07
		 	 (c)
	  	9.04
	 317
	 	 (a)(1)
	  	6.08
		 	 (a)(2)
	  	6.09
		 	 (b)
	  	2.04
	 318
	 	 (a)
	  	12.01
		 	 (b)
	  	N.A.
		 	 (c)
	  	12.01

  

N.A. means not applicable. 
  

	*	This Cross-Reference Table is not part of this Indenture. 








 TABLE OF CONTENTS 

 

					
	 	  	 	  	Page
			
		  	ARTICLE 1	  	
			
		  	ESTABLISHMENT, DEFINITIONS AND INCORPORATION BY REFERENCE	  	
			
	 Section 1.01.
	  	Establishment	  	1
	 Section 1.02.
	  	Definitions	  	2
	 Section 1.03.
	  	Other Definitions	  	21
	 Section 1.04.
	  	Incorporation by Reference of Trust Indenture Act	  	21
	 Section 1.05.
	  	Rules of Construction	  	21
			
		  	ARTICLE 2	  	
			
		  	THE NOTES	  	
			
	 Section 2.01.
	  	Form and Dating	  	22
	 Section 2.02.
	  	Execution and Authentication	  	22
	 Section 2.03.
	  	Registrar and Paying Agent	  	23
	 Section 2.04.
	  	Paying Agent to Hold Money in Trust	  	23
	 Section 2.05.
	  	Holder Lists	  	23
	 Section 2.06.
	  	Transfer and Exchange	  	24
	 Section 2.07.
	  	Replacement Notes	  	26
	 Section 2.08.
	  	Outstanding Notes	  	26
	 Section 2.09.
	  	Treasury Notes	  	26
	 Section 2.10.
	  	Temporary Notes	  	27
	 Section 2.11.
	  	Cancellation	  	27
	 Section 2.12.
	  	CUSIP or ISIN Numbers	  	27
	 Section 2.13.
	  	Additional Notes	  	27
			
		  	ARTICLE 3	  	
			
		  	REDEMPTION AND PREPAYMENT	  	
			
	 Section 3.01.
	  	Notices to Trustee	  	27
	 Section 3.02.
	  	Selection of Notes to Be Redeemed	  	28
	 Section 3.03.
	  	Notice of Redemption	  	28
	 Section 3.04.
	  	Effect of Notice of Redemption	  	29
	 Section 3.05.
	  	Deposit of Redemption Price	  	29
	 Section 3.06.
	  	Notes Redeemed in Part	  	29
	 Section 3.07.
	  	Optional Redemption	  	29
	 Section 3.08.
	  	No Mandatory Redemption	  	30
	 Section 3.09.
	  	Offer to Purchase by Application of Net Proceeds	  	30
			
		  	ARTICLE 4	  	
			
		  	COVENANTS	  	
			
	 Section 4.01.
	  	Payment of Notes	  	32
	 Section 4.02.
	  	Maintenance of Office or Agency	  	32
	 Section 4.03.
	  	Compliance Certificate	  	32

  

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	 Section 4.04.
	  	Taxes	  	33
	 Section 4.05.
	  	Stay, Extension and Usury Laws	  	33
	 Section 4.06.
	  	Change of Control	  	33
	 Section 4.07.
	  	Asset Sales	  	35
	 Section 4.08.
	  	Restricted Payments	  	36
	 Section 4.09.
	  	Incurrence of Indebtedness and Issuance of Disqualified Equity	  	39
	 Section 4.10.
	  	Liens	  	41
	 Section 4.11.
	  	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	41
	 Section 4.12.
	  	Transactions With Affiliates	  	43
	 Section 4.13.
	  	Additional Subsidiary Guarantees	  	44
	 Section 4.14.
	  	Designation of Restricted and Unrestricted Subsidiaries	  	45
	 Section 4.15.
	  	Business Activities	  	45
	 Section 4.16.
	  	[Intentionally Omitted]	  	45
	 Section 4.17.
	  	Payments for Consent	  	45
	 Section 4.18.
	  	Reports	  	46
	 Section 4.19.
	  	[Intentionally Omitted]	  	46
	 Section 4.20.
	  	Termination of Covenants	  	46
			
		  	ARTICLE 5	  	
			
		  	SUCCESSORS	  	
			
	 Section 5.01.
	  	Merger, Consolidation, or Sale of Assets	  	46
	 Section 5.02.
	  	Successor Entity Substituted	  	48
			
		  	ARTICLE 6	  	
			
		  	DEFAULTS AND REMEDIES	  	
			
	 Section 6.01.
	  	Events of Default	  	48
	 Section 6.02.
	  	Acceleration	  	50
	 Section 6.03.
	  	Other Remedies	  	50
	 Section 6.04.
	  	Waiver of Past Defaults	  	50
	 Section 6.05.
	  	Control by Majority	  	50
	 Section 6.06.
	  	Limitation on Suits	  	51
	 Section 6.07.
	  	Rights of Holders of Notes to Receive Payment	  	51
	 Section 6.08.
	  	Collection Suit by Trustee	  	51
	 Section 6.09.
	  	Trustee May File Proofs of Claim	  	51
	 Section 6.10.
	  	Priorities	  	52
	 Section 6.11.
	  	Undertaking for Costs	  	52
			
		  	ARTICLE 7	  	
			
		  	TRUSTEE	  	
			
	 Section 7.01.
	  	Duties of Trustee	  	52
	 Section 7.02.
	  	Rights of Trustee	  	53
	 Section 7.03.
	  	Individual Rights of Trustee	  	55
	 Section 7.04.
	  	Trustee’s Disclaimer	  	55
	 Section 7.05.
	  	Notice of Defaults	  	55
	 Section 7.06.
	  	Reports by Trustee to Holders of the Notes	  	55
	 Section 7.07.
	  	Compensation and Indemnity	  	55
	 Section 7.08.
	  	Replacement of Trustee	  	56
	 Section 7.09.
	  	Successor Trustee by Merger, Etc.	  	57
	 Section 7.10.
	  	Eligibility; Disqualification	  	57

  

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	 Section 7.11.
	  	Preferential Collection of Claims Against Issuers	  	57
			
		  	ARTICLE 8	  	
			
		  	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	
			
	 Section 8.01.
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	57
	 Section 8.02.
	  	Legal Defeasance and Discharge	  	58
	 Section 8.03.
	  	Covenant Defeasance	  	58
	 Section 8.04.
	  	Conditions to Legal Defeasance or Covenant Defeasance	  	58
	 Section 8.05.
	  	Deposited Money and Government Securities to be Held in Trust, Other Miscellaneous Provisions	  	59
	 Section 8.06.
	  	[Intentionally omitted]	  	60
	 Section 8.07.
	  	Reinstatement	  	60
			
		  	ARTICLE 9	  	
			
		  	AMENDMENT, SUPPLEMENT AND WAIVER	  	
			
	 Section 9.01.
	  	Without Consent of Holders of Notes	  	60
	 Section 9.02.
	  	With Consent of Holders of Notes	  	61
	 Section 9.03.
	  	Compliance with Trust Indenture Act	  	62
	 Section 9.04.
	  	Revocation and Effect of Consents	  	62
	 Section 9.05.
	  	Notation or Exchange of Notes	  	63
	 Section 9.06.
	  	Trustee to Sign Amendments, Etc.	  	63
	 Section 9.07.
	  	Effect of Supplemental Indentures	  	63
			
		  	ARTICLE 10	  	
			
		  	GUARANTEES	  	
			
	 Section 10.01.
	  	Guarantees	  	63
	 Section 10.02.
	  	Limitation of Guarantor’s Liability	  	64
	 Section 10.03.
	  	Execution and Delivery of Notations of Guarantees	  	64
	 Section 10.04.
	  	[Intentionally omitted]	  	65
	 Section 10.05.
	  	Releases	  	65
	 Section 10.06.
	  	“Trustee” to Include Paying Agent	  	65
			
		  	ARTICLE 11	  	
			
		  	SATISFACTION AND DISCHARGE	  	
			
	 Section 11.01.
	  	Satisfaction and Discharge	  	65
	 Section 11.02.
	  	Application of Trust	  	67
	 Section 11.03.
	  	Repayment of the Issuers	  	67
	 Section 11.04.
	  	Reinstatement	  	67
			
		  	ARTICLE 12	  	
			
		  	MISCELLANEOUS	  	
			
	 Section 12.01.
	  	Trust Indenture Act Controls	  	67
	 Section 12.02.
	  	Notices	  	67

  

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	 Section 12.03.
	  	Communication by Holders of Notes with Other Holders of Notes	  	68
	 Section 12.04.
	  	Certificate and Opinion as to Conditions Precedent	  	68
	 Section 12.05.
	  	Statements Required in Certificate or Opinion	  	69
	 Section 12.06.
	  	Rules by Trustee and Agents	  	69
	 Section 12.07.
	  	No Personal Liability of Directors, Officers, Employees and Unitholders and No Recourse Against General Partner	  	70
	 Section 12.08.
	  	Governing Law	  	70
	 Section 12.09.
	  	No Adverse Interpretation of Other Agreements	  	70
	 Section 12.10.
	  	Successors	  	70
	 Section 12.11.
	  	Severability	  	70
	 Section 12.12.
	  	Counterpart Originals	  	70
	 Section 12.13.
	  	Table of Contents, Headings, Etc.	  	70

 SCHEDULES, EXHIBITS
AND ANNEXES 
  

					
	 SCHEDULE A
	  	Schedule of Subsidiary Guarantors	  	
			
	 EXHIBIT A
	  	Form of Note	  	Exhibit A Page 1
			
	 EXHIBIT B
	  	Form of Guarantee Notation	  	Exhibit B Page 1
			
	 ANNEX A
	  	Form of Supplemental Indenture	  	A-1

  

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 This FIRST SUPPLEMENTAL INDENTURE dated as of April 27, 2010 is among Penn Virginia
Resource Partners, L.P., a Delaware limited partnership (the “Company”), Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co” and, collectively with the Company, the
“Issuers”), the Subsidiary Guarantors (as defined herein) listed on Schedule A hereto, and Wells Fargo Bank, N.A., a national banking association, as trustee (the “Trustee”). 

WITNESSETH: 

WHEREAS, the Issuers have previously executed and delivered an indenture, dated as of April 27, 2010 (the “Base
Indenture”), with the Trustee providing for the issuance from time to time of one or more series of the Issuers’ senior debt securities; 

WHEREAS, Section 9.01(k) of the Base Indenture provides that the Issuers and the Trustee may enter into an indenture supplemental to
the Base Indenture to establish the form or terms of Debt Securities of any series as permitted by Section 2.01, Section 2.03 and Section 9.01 of the Base Indenture; and 

WHEREAS, the Issuers are entering into this First Supplemental Indenture to establish the form and terms of their
8  1/4% Senior Notes due 2018 (the
“Notes”; which defined term shall include the Initial Notes and any Additional Notes); 
 WHEREAS, the
Base Indenture is incorporated herein by reference and the Base Indenture, as supplemented by this First Supplemental Indenture is herein called this “Indenture,” as that term is defined in the Base Indenture; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this First Supplemental Indenture and to make it a valid and
binding obligation of the Issuers and the Subsidiary Guarantors have been done or performed. 
 NOW, THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1  

ESTABLISHMENT, DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01. Establishment. 

(a) There is hereby established a new series of Securities to be issued under this First Supplemental Indenture, to be
designated as the Issuers’ 8  1/4% Senior
Notes due 2018. 
 (b) There are to be authenticated and delivered on the date hereof Three Hundred Million Dollars
($300,000,000) aggregate principal amount of the Notes. Additional Notes may be issued under this First Supplemental Indenture after the date hereof in accordance with Section 2.13. 

(c) The Notes shall be issued in the form of one or more permanent Notes in substantially the form set out in Exhibit A hereto.

 (d) Each Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance
thereof or from the most recent date to which interest has been paid or duly provided for. 
 (e) With respect to the Notes (and
any Guarantees endorsed thereon) only, the Base Indenture shall be supplemented pursuant to Sections 2.01, 2.03 and 9.01 thereof to establish the terms of the Notes (and any Guarantees endorsed thereon) as set forth in this First Supplemental
Indenture, including as follows: 
 (i) the provisions of Articles I, II, III, IV, V, VI, VII, VIII, IX, X, XI,
XIII and XIV of the Base Indenture are deleted and replaced in their entirety of the Base Indenture) by the provisions of Articles 1, 2, 3, 4, 7, 6, 7, 7, 9, 5, 8, 12 and 10, respectively, of this First Supplemental Indenture; and 







 (ii) the form and terms of the securities representing the Notes required to
be established pursuant to Article 2 of the Base Indenture shall be established in accordance with Article 2 of this First Supplemental Indenture. 

To the extent that the provisions of this First Supplemental Indenture (including those referred to in clauses (i) and (ii) immediately above)
conflict with any provision of the Base Indenture, the provisions of this First Supplemental Indenture shall govern and be controlling solely with respect to the Notes (and any Guarantees endorsed thereon). 

(f) Unless otherwise expressly specified, references in this First Supplemental Indenture to specific Article numbers or Section numbers
refer to Articles and Sections contained in this First Supplemental Indenture, and not the Base Indenture or any other document. 

Section 1.02. Definitions. All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the
Base Indenture. 
 (b) The following are definitions used in this First Supplemental Indenture and to the extent that a term is
defined both herein and in the Base Indenture, unless otherwise specified, the definition in this First Supplemental Indenture shall govern solely with respect to the Notes (and any Guarantee endorsed thereon). 

“Additional Notes” means, subject to the Issuers’ compliance with Section 4.09, 8 1/2% Senior Notes due
2018 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Sections 2.06, 2.07, 2.10 or 3.06 of this Indenture). 

“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 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 Subsidiary of, such specified Person, but excluding Indebtedness that is extinguished, retired or repaid in connection with
such Person merging with or becoming a Subsidiary of such specified Person; and 

  

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


“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a specified Person shall be deemed to be
control by the other Person; provided, further, that any third Person which also beneficially owns 10% or more of the Voting Stock of a specified Person shall not be deemed to be an Affiliate of either the specified Person or the other Person
merely because of such common ownership in such specified Person; and provided, further, that no holder of 10% or more of the Voting Stock of either Penn Virginia Corporation or Penn Virginia GP Holdings, L.P. (other than Penn Virginia
Corporation) shall be deemed to be an “Affiliate” of the Company solely by reason of such holding. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with”
shall have correlative meanings. Notwithstanding the preceding, the term “Affiliate” shall not include a Restricted Subsidiary of any specified Person. 

“Agent” means any Registrar or Paying Agent. 

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global
Note, the rules and procedures of the Depositary or any direct or indirect participant therein that apply to such transfer or exchange. 
  

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 “Asset Sale” means: 

 

	 	(1)	the sale, lease, conveyance or other disposition of any assets, other than sales of inventory in the ordinary course of business; 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 4.06 and/or Section 5.01 and not by Section 4.07; and


  

	 	(2)	the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any of its Restricted Subsidiaries of Equity
Interests in any of its Restricted Subsidiaries. 

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

	 	(1)	any single transaction or series of related transactions that involves assets having a fair market value 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 of the Company; 


 

	 	(4)	a Restricted Payment that is permitted by Section 4.08 or a Permitted Investment; 


 

	 	(5)	the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business;


  

	 	(6)	transfers of damaged, worn-out or obsolete equipment or assets that, in the Company’s reasonable judgment, are no longer used or useful in the business of the
Company or its Restricted Subsidiaries; 

  

	 	(7)	surrender or waiver of contract rights, natural resources leases or the settlement, release or surrender of contract, tort or other claims of any kind;


  

	 	(8)	the creation or perfection of a Lien that is not prohibited by Section 4.10; 


 

	 	(9)	the grant in the ordinary course of business of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property;


  

	 	(10)	the sale or discounting of accounts receivable in the ordinary course of business; 


 

	 	(11)	the abandonment, farmout, lease or sublease of developed or undeveloped coal properties in the ordinary course of business; and 


 

	 	(12)	the sale or transfer (whether or not in the ordinary course of business) of any coal property or interest therein to which no proven and probable reserves are
attributable at the time of such sale or transfer. 

 “Attributable Debt” in respect of a sale
and lease-back transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and lease-back transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

 “Available Cash” has the meaning assigned to such term in the Partnership Agreement, as in effect on the
Issue Date. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar 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, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all
securities 
  

 -3- 








 
that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. 

“Board of Directors” means, with respect to the Company, the Board of Directors of the General Partner, or any
authorized committee of such Board of Directors, and with respect to Finance Co or any other Subsidiary of the Company, the Board of Directors or managing members of such Person. 

“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 Legal Holiday. 

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in
respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 

“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)	certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with
maturities not exceeding 365 days, demand and overnight bank deposits and other similar types of investments routinely offered by commercial banks, in each case, with any domestic commercial bank having a combined capital and surplus in excess of
$500.0 million and a Thompson 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; 

  

	 	(5)	commercial paper having one of the two highest ratings obtainable from Moody’s or Standard & Poor’s and in each case maturing within six months after
the date of acquisition; and 

  

	 	(6)	money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.


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

 

	 	(1)	the direct or indirect 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 properties or assets (including Equity Interests of the Restricted Subsidiaries) of the Company and its Restricted Subsidiaries taken as a whole, to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act); 

  

	 	(2)	the adoption of a plan relating to the liquidation or dissolution of the Company or the removal of the General Partner by the limited partners of the Company;


  

	 	(3)	the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group”
(as those terms are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than a Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of
the General Partner, measured by voting power rather than number of shares or units; 

  

 -4- 









	 	(4)	the Company consolidates or merges with or into another Person or any Person consolidates or merges with or into the Company, in either case under this clause (4), in
one transaction or a series of related transactions in which immediately after the consummation thereof “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) Beneficially Owning, directly or indirectly, Voting Stock
representing in the aggregate more than 50% of the Voting Stock of the Company, measured by voting power rather than shares or units, immediately prior to such consummation do not Beneficially Own, directly or indirectly, Voting Stock representing
more than 50% of the Voting Stock of the Company or the surviving or transferee Person, measured by voting power rather than by shares or units; or 

  

	 	(5)	the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors. 


Notwithstanding the preceding, a conversion of the Company or any of its Restricted Subsidiaries from limited partnership, corporation,
limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity interests in
another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of
the Company immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, measured by voting power rather than by shares or units, or continue to Beneficially Own sufficient
Equity Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no person Beneficially Owns more than
50% of the Voting Stock of such entity or its general partner, as applicable, measured by voting power rather than by shares or units. 

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder,
and any successor thereto. 
 “Company” means the Person named as such in the preamble of this Indenture unless
and until a successor replaces it pursuant to the applicable provisions of this Indenture and thereafter means such successor. 

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person
for such period plus (without duplication): 
  

	 	(1)	an amount equal to the dividends or distributions paid during such period in cash or Cash Equivalents to such Person or any of its Restricted Subsidiaries by a Person
that is not a Restricted Subsidiary of such Person; plus  

  

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

  

 -5- 









	 	(3)	the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization
of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments, made or received pursuant to interest-rate Hedging
Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus  

  

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


  

	 	(5)	all extraordinary or non-recurring items of loss or expense; plus  

  


	 	(6)	an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, including
any non-recurring charges relating to any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges, in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity, to the
extent such losses were included in computing such Consolidated Net Income; minus  

  

	 	(7)	all extraordinary or non-recurring items of gain or revenue; minus  


 

	 	(8)	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. 

 “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 (without
duplication): 
  

	 	(1)	the aggregate Net Income (but not net loss in excess of such aggregate Net Income) of all Persons that are not Restricted Subsidiaries shall be excluded, except to the
extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person (without duplication); 

  

	 	(2)	the earnings included therein attributable to all Persons that are accounted for by the equity method of accounting and the aggregate Net Income (but not net loss in
excess of such aggregate Net Income) included therein attributable to all entities constituting Joint Ventures that are accounted for on a consolidated basis (rather than by the equity method of accounting) shall be excluded, except to the extent of
the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

  

	 	(3)	the Net Income of any Restricted Subsidiary shall be excluded 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 (other than this
Indenture, the Notes or its Guarantee), instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; 


 

	 	(4)	unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income shall be excluded; 


 

 -6- 









	 	(5)	the cumulative effect of a change in accounting principles shall be excluded; and 


 

	 	(6)	any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or other charges in connection with redeeming or retiring any
Indebtedness prior to its Stated Maturity shall be excluded. 

 “Consolidated Net Tangible
Assets” means, with respect to any Person at any date of determination, the aggregate amount of total assets included in such Person’s most recent quarterly or annual consolidated balance sheet prepared in accordance with GAAP less
applicable reserves reflected in such balance sheet, after deducting the following amounts: (1) all current liabilities reflected in such balance sheet and (2) all goodwill, trademarks, patents, unamortized debt discounts and expenses and
other like intangibles reflected in such balance sheet. 
 “Continuing Directors” means, as of any date of
determination, any member of the Board of Directors of the General Partner who (1) was a member of such Board of Directors on the Issue Date or (2) was nominated for election or elected to such Board of Directors with the approval of
either (x) a majority of the Continuing Directors who were members of such Board at the time of such nomination or election or (y) any “person” or “group” (as those terms are used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision) who owns all of the general partnership interests or a majority of the Equity Interests of the General Partner. 

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or
such other address as to which the Trustee may give notice to the Issuers. 
 “Credit Agreement” means that
certain Amended and Restated Credit Agreement, dated August 5, 2008, by and among PVR Finco LLC and the guarantors, lenders agent banking and financial institutions party thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced in whole or in part from time to time. 

“Credit Facilities” means, with respect to the Company, Finance Co or any Restricted Subsidiary, one or more credit
facilities or commercial paper facilities, including the Credit Agreement, in each case with banks, investment banks, insurance companies, mutual funds and/or institutional lenders providing for revolving credit loans, term loans, production
payments, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced, supplemented or refinanced (including refinancing with any capital markets transaction) in whole or in part from time to time. 

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

 “Disqualified Equity” means any Equity Interest 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, pursuant to a sinking fund obligation or otherwise, or redeemable
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 Notes mature. Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Equity solely
because the holders thereof have the right to require the Company or any of its Restricted Subsidiaries to repurchase such Equity Interests upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Equity if the
terms of such Equity Interests provide that the Company or any Restricted Subsidiary may not repurchase or redeem any such Equity Interests pursuant to such provisions unless such repurchase or redemption complies with Section 4.08. 

 

 -7- 








 “Equity Interests” 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); 


 

	 	(4)	any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing
Person; and 

  

	 	(5)	all warrants, options or other rights to acquire any of the interests described in clauses (1)-(4) above (but excluding any debt security that is convertible into,
or exchangeable for, any of the interests described in clauses (1)-(4) above). 

 “Equity
Offering” means any public or private sale for cash of Equity Interests of the Company (other than Disqualified Equity) after the Issue Date. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted
Subsidiaries in existence on the Issue Date. 
 “Finance Co” means the Person named as such in the preamble of
this Indenture unless and until a successor replaces it pursuant to the applicable provisions of this Indenture and thereafter means such successor. 
  

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 “Fixed Charge Coverage Ratio” means, with respect to any specified Person
for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person 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, repays or redeems any Indebtedness (other than revolving credit borrowings not constituting a permanent commitment reduction) or issues or redeems Disqualified Equity 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, repayment, redemption, defeasance or discharge of Indebtedness, or such issuance or redemption of Disqualified Equity, and the application of the net proceeds thereof as
if the same had occurred at the beginning of the applicable four-quarter reference period (and if such Indebtedness is incurred to finance the acquisition of assets (including, without limitation, a single asset, a division or segment or an entire
company) that were conducting commercial operations prior to such acquisition, there shall be included pro forma net income for such assets, as if such assets had been acquired on the first day of such period). 

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

 

	 	(1)	acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and pro forma
effect will be given to the amount of net cost savings certified in an officer’s certificate executed by the Chief Financial Officer of the Company to have occurred or that are reasonably and in good faith projected to occur (regardless of
whether such expense or cost savings 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); 

  

	 	(2)	designations of Restricted Subsidiaries and Unrestricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to
the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period; 

  

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

  

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


 

	 	(5)	if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning
of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation
Date in excess of 12 months); and 

  

	 	(6)	if any Indebtedness is incurred under a revolving Credit Facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on
the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation. 


“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, including, without
limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations,



  

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imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of
the effect of all payments made or received pursuant to interest-rate Hedging Obligations; plus  

  

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


 

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

  

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


in each case, on a consolidated basis and in accordance with GAAP. 

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time.

 “General Partner” means Penn Virginia Resource GP, LLC, a Delaware limited liability company, and its
successors and permitted assigns as general partner of the Company. 
 “Global Notes” means the Global Notes
substantially in the form of Exhibit A hereto issued in accordance with Article 2. 
 “guarantee” means
to guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of business, directly or indirectly, in any manner, including, by way of a pledge of assets, or through letters of credit or reimbursement
agreements in respect thereof, all or any part of any Indebtedness. 
 “Guarantee” means, individually and
collectively, the guarantees given by the Subsidiary Guarantors pursuant to Article 10 hereof, including a notation in the Notes substantially in the form attached hereto as Exhibit B. 

“Guarantor Subordinated Indebtedness” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is expressly subordinate in right of payment to the Obligations of such Subsidiary Guarantor under its Guarantee pursuant to a written agreement. 

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under interest rate and
commodity price swap agreements, interest rate and commodity price cap agreements, interest rate and commodity price collar agreements and foreign currency and commodity price exchange agreements, options or futures contracts or other similar
agreements or arrangements or Hydrocarbon hedge contracts or Hydrocarbon forward sales contracts, in each case, designed to protect such Person against fluctuations in interest rates, foreign exchange rates or commodities prices. 

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

“Hydrocarbons” means coal, crude oil, natural gas, natural gas liquids, casinghead gas, drip gasoline, natural gasoline,
condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom. 

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less
than $1,000,000 and whose total revenues for the most recent 12-month period do not exceed $1,000,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, Guarantees or
otherwise provides direct credit support for any Indebtedness of the Company. 
  

 -10- 








 “Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent: 
  

	 	(1)	in respect of borrowed money; 

  

	 	(2)	evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); 


 

	 	(3)	in respect of banker’s acceptances; 

  

	 	(4)	representing Capital Lease Obligations; 

  

	 	(5)	representing all Attributable Debt of such Person in respect of any sale and lease-back transactions not involving a Capital Lease Obligation; 


 

	 	(6)	representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable
incurred in the ordinary course of business; or 

  

	 	(7)	representing any Hedging Obligations; 

 if and
to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness”
includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such Person of any
indebtedness of any other Person; provided that a guarantee otherwise permitted by this Indenture to be incurred by the Company or any of its Restricted Subsidiaries of Indebtedness incurred by the Company or a Restricted Subsidiary in
compliance with the terms of this Indenture shall not constitute a separate incurrence of Indebtedness. 
 The amount of any
Indebtedness outstanding as of any date shall be: 
  

	 	(1)	the accreted value thereof, in the case of any Indebtedness issued with original issue discount; 


 

	 	(2)	in the case of any Hedging Obligation, the termination value of the agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person
at such date; and 

  

	 	(3)	in the case of any letter of credit, the face amount thereof. 


Notwithstanding the foregoing, the following shall not constitute “Indebtedness”: 

 

	 	(1)	accrued expenses and trade accounts payable arising in the ordinary course of business; 


 

	 	(2)	any obligation of the Company or any of its Restricted Subsidiaries in respect of bid, performance, surety and similar bonds issued for the account of the Company and
any of its Restricted Subsidiaries in the ordinary course of business, including Guarantees and obligations of the Company or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than
an obligation for money borrowed); 

  

	 	(3)	any Indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the irrevocable deposit of cash or U.S. Government Obligations (in an amount
sufficient to satisfy all such Indebtedness at fixed maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such Indebtedness and
subject to no other Liens, and the other applicable terms of the instrument governing such Indebtedness; 

  

	 	(4)	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 that such obligation is extinguished within five business days of its incurrence; 

  

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	 	(5)	any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, earnouts, contingency payment obligations based
on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets (including, without limitation, any such
obligations pursuant to that certain Purchase and Sale Agreement, dated June 17, 2008, between the Company and Loan Star Gathering, L.P.); 

  

	 	(6)	the incurrence by the Company or any Restricted Subsidiary of net gas balancing positions arising in the ordinary course of business and consistent with past practice;


  

	 	(7)	the incurrence by the Company or any of its Restricted Subsidiaries of obligations in respect of workers’ compensation claims, payment obligations in connection
with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, banks’ acceptances and bid, performance, surety and appeal bonds or other similar
obligations incurred in the ordinary course of business, including guarantees and obligations respecting standby letters of credit supporting such obligations, to the extent not drawn (in each case other than an obligation for money borrowed); and


  

	 	(8)	the incurrence by the Company or any of its Restricted Subsidiaries of obligations arising out of advances on trade receivables, factoring of receivables, customer
prepayments and similar transactions in the ordinary course of business and consistent with past practice. 


“Initial Notes” means $300,000,000 in aggregate principal amount of Notes issued under this First Supplemental Indenture
on the Issue Date 
 “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s or BBB- (or the equivalent) by Standard & Poors or, if Moody’s and Standard & Poors both cease to rate the Notes for reasons outside the Company’s control, the equivalent ratings from any other nationally
recognized statistical rating agency. 
 “Investments” means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other Obligations), advances (other than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of the lender and commission, moving, travel and similar advances to officers and employees made in the ordinary course of business) or capital contributions, 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. For purposes of the definition of “Unrestricted
Subsidiary,” the definition of “Restricted Payment” and Section 4.08, (1) the term “Investment” shall include the portion (proportionate to the Company’s Equity Interest in such Subsidiary) of the fair market
value of the net assets of any Subsidiary of the Company or any of its Restricted Subsidiaries at the time that such Subsidiary is designated an Unrestricted Subsidiary and (2) any property transferred to or from an Unrestricted Subsidiary
shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the General Partner. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of
Section 4.08. 
 “Issue Date” means April 27, 2010. 

“Issuers” means the Company and Finance Co, collectively; “Issuer” means the Company or Finance Co.

 “Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in which the
Company or any of its Restricted Subsidiaries makes any Investment; provided that the Company and its Restricted Subsidiaries own at least 20% of the Equity Interests of such Person on a fully diluted basis or control the management of such
Person pursuant to a contractual agreement. 
  

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 “Legal Holiday” means a Saturday, a Sunday or a day on which banking
institutions in New York, New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
 “Lien” means, with
respect to any asset, any mortgage, lien (statutory or otherwise), pledge, charge, security interest, hypothecation, assignment for security, claim, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof, any option or other agreement to grant a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement. 

“Make Whole Amount” means, with respect to any Note at any redemption date, the excess, if any, of (1) an amount
equal to the present value of (a) the redemption price of such Note at April 15, 2014 plus (b) the remaining scheduled interest payments on the Notes to be redeemed (subject to the right of Holders on the relevant record date to
receive interest due on the relevant Interest Payment Date) to April 15, 2014 (other than interest accrued to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the aggregate
principal amount of the Notes to be redeemed. 
 “Moody’s” means Moody’s Investors Service, Inc. or
any successor to the rating agency business thereof. 
 “Net Income” means, with respect to any Person, the
consolidated net income (loss) of such Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 

 

	 	(1)	the aggregate after tax effect of gains and losses realized in connection with any Asset Sale or the disposition of any securities by such Person or any of its
Restricted Subsidiaries; and 

  

	 	(2)	other than for purposes of Section 4.08, any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.


 “Net Proceeds” means, with respect to any Asset Sale or sale of Equity Interests, the
aggregate proceeds received by the Company or any of its Restricted Subsidiaries in cash or Cash Equivalents in respect of any Asset Sale or sale of Equity Interests (including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any such sale), net of, without duplication, (1) the direct costs relating to such Asset Sale or sale of Equity Interests, including, without limitation, brokerage commissions and legal,
accounting and investment banking fees, sales commissions, recording fees, title transfer fees, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case after taking into account any
available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or Equity Interests that were the subject of such Asset Sale or sale of
Equity Interests, (4) all distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale and (5) any amounts to be set aside in any reserve established in accordance
with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such asset or Equity Interests or for liabilities associated with such Asset Sale or sale of Equity Interests and retained by the Company or any
of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only 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. 
 “Non-Recourse Debt” means
Indebtedness as to which: 
  

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


 

 -13- 









	 	(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 (other than the Notes) 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; and 

  

	 	(3)	the lenders have been notified in writing (including by the provisions of the agreement governing such Indebtedness) that they will not have any recourse to the stock
or assets of the Company or any of its Restricted Subsidiaries, except as contemplated in clause (11) of the definition of “Permitted Liens”. 


“Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity
thereto. 
 “Notes” has the meaning assigned to it in the preamble to this Indenture. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursement obligations, damages and
other liabilities payable under the documentation governing any Indebtedness. 
 “Offering” means the offering
of the Notes by the Issuers pursuant to the Prospectus Supplement. 
 “Officer” means, with respect to any
Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice
President of such Person (or, with respect to the Company, so long as it remains a partnership, the General Partner). 

“Officers’ Certificate” means a certificate signed on behalf of each of the Company and Finance Co by two of its
Officers (or, with respect to the Company, so long as it remains a partnership, Officers of the General Partner), one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of such
Person, that meets the requirements of Section 12.05 hereof. 
 “Operating Surplus” shall have the meaning
assigned to such term in the Partnership Agreement, as in effect on the Issue Date. 
 “Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, Finance Co or the General Partner (or any
Subsidiary Guarantor, if applicable), any Subsidiary of the Company or the Trustee. 
 “Participant” means a
Person who has an account with DTC. 
 “Partnership Agreement” means the Third Amended and Restated Agreement
of Limited Partnership of the Company, dated as of August 5, 2008, as such has been or may be amended, modified or supplemented from time to time. 

“Penn Virginia Corporation” means Penn Virginia Corporation, a Virginia corporation. 

“Penn Virginia GP Holdings, L.P.” means Penn Virginia GP Holdings, L.P., a Delaware limited partnership. 

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used in a Permitted Business or a
combination of assets used in a Permitted Business and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person, or any transaction pursuant to Section 1031 of the Code. 

“Permitted Business” means: 
  

	 	(1)	the business of acquiring, leasing, managing, exploring, exploiting, developing, producing, operating and disposing of interests in coal, oil, natural gas, natural gas
liquids and other Hydrocarbon and mineral properties or products produced in association with any of the foregoing, or timberland or timber or forest products, or of creating and/or restoring wetlands and wetland credits; 


 

 -14- 









	 	(2)	the business of gathering, marketing, distributing, treating, processing, fractionating, handling, storing, refining, selling and transporting of any production from
such interests or properties and products produced in association therewith and the marketing of coal, oil, natural gas, natural gas liquids, other Hydrocarbons and minerals obtained from unrelated Persons; 


 

	 	(3)	any other related energy business, directly or indirectly, from coal, oil, natural gas and other Hydrocarbons and minerals, or timber or forest products produced
substantially from properties in which the Company or its Restricted Subsidiaries, directly or indirectly, participates; and 

  

	 	(4)	any business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in the foregoing clauses (1) through
(3) of this definition that generates gross income at least 90% of which constitutes “qualifying income” under Section 7704(d)(1)(E) of the Code. 


“Permitted Business Investments” means Investments by the Company or any of its Restricted Subsidiaries in any
Unrestricted Subsidiary of the Company or in any Joint Venture, provided that: 
  

	 	(1)	either (a) 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 4.09(a) or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in Section 4.08) not previously expended at the time of making such Investment;


  

	 	(2)	if such Unrestricted Subsidiary or Joint Venture 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 Unrestricted Subsidiary or Joint Venture that is recourse to the Company or any of its Restricted Subsidiaries (which shall include all Indebtedness of such Unrestricted Subsidiary or Joint Venture 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) 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 4.09(a); and 

  

	 	(3)	such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business. 


“Permitted Investments” means: 
  

	 	(1)	any Investment in, or that results in the creation of, any Restricted Subsidiary of the Company; 


 

	 	(2)	any Investment in the Company or in a Restricted Subsidiary of the Company (excluding redemptions, purchases, acquisitions or other retirements of Equity Interests in
the Company); 

  

	 	(3)	any Investment in cash or Cash Equivalents; 

  

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


such Person becomes a Restricted Subsidiary of the Company; or 

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; 
  

	 	(5)	any Investment made as a result of the receipt of consideration other than cash or Cash Equivalents from an Asset Sale that was made pursuant to and in compliance with
Section 4.07; 

  

 -15- 









	 	(6)	any Investment in a Person to the extent in exchange for the issuance of Equity Interests (other than Disqualified Equity) of the Company; 


 

	 	(7)	Investments in stock, obligations or securities received in settlement of debts owing to the Company or any of its Restricted Subsidiaries as a result of bankruptcy or
insolvency proceedings or upon the foreclosure, perfection or enforcement of any Lien in favor of the Company or any such Restricted Subsidiary, or in settlement of litigation, arbitration or other disputes, in each case as to debt owing to the
Company or any such Restricted Subsidiary that arose in the ordinary course of business of the Company or any such Restricted Subsidiary; 

  

	 	(8)	any Investment in Hedging Obligations permitted to be incurred under the “Incurrence of Indebtedness and Issuance of Disqualified Equity” covenant;


  

	 	(9)	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 (9) since the Issue Date and existing at the time of the Investment, which is the subject of the determination, was made, not to exceed the greater
of (a) $30.0 million and (b) 3.0% of the Consolidated Net Tangible Assets of the Company; 

  

	 	(10)	any Investment in the Notes and Investments existing on the Issue Date; 

  

	 	(11)	Permitted Business Investments; 

  

	 	(12)	Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of
intellectual property, in each case in the ordinary course of business; and 

  

	 	(13)	loans or advances to employees of the Company or its Restricted Subsidiaries made in the ordinary course of business, in an aggregate amount not to exceed $2.0 million
at any time outstanding. 

 “Permitted Liens” means: 

 

	 	(1)	Liens securing Indebtedness under the Credit Facilities permitted to be incurred under Section 4.09; 


 

	 	(2)	Liens in favor of the Company or any of its Restricted Subsidiaries; 

  

	 	(3)	any interest or title of a lessor in the property subject to a Capital Lease Obligation; 


 

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

  

	 	(5)	Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company; provided that such Liens were in
existence prior to, and were not obtained in contemplation of, such acquisition and relate solely to such property, accessions thereto and the proceeds thereof; 


 

	 	(6)	Liens to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety, indemnity or appeal bonds, government contracts, performance
bonds or other obligations of a like nature incurred in the ordinary course of business; 

  

	 	(7)	 Liens on any property or asset acquired, constructed or improved by the Company or any Restricted Subsidiary, which (a) are in favor of the seller
of such property or assets, in favor of the Person constructing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, construction or improvement of such asset or property, (b) are created
within 360 days after the date of acquisition, construction or improvement, (c) secure the purchase price or construction or improvement cost, as the case may be, of such asset or property in an amount not to



  

 -16- 









	 	
exceed 100% of the fair market value (as determined by the Board of Directors of the General Partner) of such acquisition, construction or improvement of such asset or property, and (d) are
limited to the asset or property so acquired, constructed or improved (including proceeds thereof, accessions thereto and upgrades thereof); 

  

	 	(8)	Liens to secure performance of Hedging Obligations of the Company or a Restricted Subsidiary; 


 

	 	(9)	Liens existing on the Issue Date and Liens in connection with any extensions, refinancing, renewal, replacement or defeasance of any Indebtedness or other obligation
secured thereby; provided that (a) the principal amount of the Indebtedness secured by such Lien is not increased and (b) no assets are encumbered by any such Lien other than the assets encumbered immediately prior to such
extension, refinancing, renewal, replacement or defeasance; 

  

	 	(10)	Liens on pipelines or pipeline facilities that arise by operation of law; 

  


	 	(11)	Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted Subsidiary of the Company to the
extent securing Non-Recourse Debt of such Unrestricted Subsidiary or Joint Venture; 

  

	 	(12)	Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any of its
Restricted Subsidiaries on deposit with or in possession of such bank; 

  

	 	(13)	Liens arising under operating agreements, joint venture agreements, partnership agreements, construction agreements, interconnection agreements, coal leases, oil and
gas leases, farmout agreements, division orders, contracts for sale, transportation, wheelage, handling, cutting, purchase, gathering, treating, processing, natural gas storage or exchange of coal, or oil and natural gas, unitization and pooling
declarations and agreements, area of mutual interest agreements and other similar agreements arising in the ordinary course of the Company’s or any Restricted Subsidiary’s business that are customary in the Permitted Business;
provided that any such Liens only attach to the assets covered by the applicable agreement and, in the case of operating agreements, joint venture agreements, partnership agreements and other similar agreements, the Equity Interests of the
applicable joint venture, partnership or other Person that is the subject of such agreement; 

  

	 	(14)	Liens securing the Obligations of the Issuers under the Notes and this Indenture and of the Subsidiary Guarantors under the Guarantees; 


 

	 	(15)	Liens upon specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s Obligations in respect of bankers’ acceptances
issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods and permitted by Section 4.09; 


 

	 	(16)	Liens securing any indebtedness equally and ratably with all Obligations due under the Notes or any Guarantee pursuant to a contractual covenant that limits liens in a
manner substantially similar to Section 4.10; 

  

	 	(17)	Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to Obligations that do not exceed 5% of the
Consolidated Net Tangible Assets of the Company at any one time outstanding; and 

  

	 	(18)	any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (17) above; provided that (a) the principal amount
of Indebtedness secured by such Lien does not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal, extension, refinance or refund of such Lien, plus all accrued interest on the Indebtedness secured thereby
and the amount of all fees, expenses and premiums incurred in connection therewith, and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund
are encumbered thereby. 

  

 -17- 








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

	 	(1)	the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of, plus accrued interest on the Indebtedness so extended,
refinanced, renewed, replaced, defeased, discharged or refunded (plus the amount of necessary fees and expenses incurred in connection therewith and any premiums paid on the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded); 

  

	 	(2)	such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded; 

  

	 	(3)	if the Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded is subordinated in right of payment to the Notes or the Guarantees,
such Permitted Refinancing Indebtedness is subordinated in right of payment to, the Notes or the Guarantees, as the case may be, on terms at least as favorable to the holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased, discharged or refunded; and 

  

	 	(4)	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. 

 For the avoidance of doubt, the foregoing clauses (1) through (4) shall not apply to
extensions, refinancings, renewals, replacements, defeasances or refunds of the Credit Facilities. 
 “Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or agency or political subdivision thereof or other entity. 

“Prospectus Supplement” means the prospectus supplement dated April 22, 2010 used to offer the Initial Notes to
prospective Holders. 
 “Qualified Owner” means Penn Virginia Corporation, Penn Virginia GP Holdings, L.P., the
Company and their respective Subsidiaries and controlled Affiliates. 
 “Rating Agency” means each of
Standard & Poors and Moody’s, or if Standard & Poors or Moody’s or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected
by the Issuers (as certified by a Board Resolution of the General Partner) which shall be substituted for Standard & Poors or Moody’s, or both, as the case may be. 

“Reporting Failure” means the failure of the Company to file with the SEC and make available or otherwise deliver to the
Trustee and each holder of Notes, within the time periods specified in Section 4.18 (after giving effect to any grace period specified under Rule 12b-25 under the Exchange Act), the periodic reports, information, documents or other reports
which the Company may be required to file with the SEC pursuant to such provision. 
 “Responsible Officer,”
when used with respect to the Trustee, means the officer in the Corporate Trust Department of the Trustee having direct responsibility for administration of this Indenture. 

“Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referenced Person that is not an Unrestricted
Subsidiary. Notwithstanding anything in this Indenture to the contrary, Finance Co shall be a Restricted Subsidiary of the Company so long as the Company is organized as a partnership. 

“SEC” means the Securities and Exchange Commission. 

 

 -18- 








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

“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 and the Exchange Act, as such Regulation is in effect on the Issue Date. 

“Standard & Poors” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof. 
 “Stated Maturity” means, with
respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any
contingent Obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 

“Subordinated Indebtedness” means, with respect to either Issuer, any Indebtedness of such Issuer (whether outstanding
on the Issue Date or thereafter incurred) which is expressly subordinate in right of payment to the Obligations of such Issuer under Notes pursuant to a written agreement. 

“Subsidiary” means, with respect to any Person: 

 

	 	(1)	any corporation, association or other business entity (other than an entity referred to in clause (2) below) of which more than 50% of the total Voting Stock
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 


 

	 	(2)	any partnership (whether general or limited), limited liability company or joint venture (a) the sole general partner or the managing general partner or managing
member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (i) the only general partners or managing members of which are such Person and/or one or more
Subsidiaries of such Person (or any combination thereof) or (ii) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership, limited
liability company or joint venture, respectively. 

 “Subsidiary Guarantors” means each of:

  

	 	(1)	each Restricted Subsidiary of the Company existing on the Issue Date; and 

  


	 	(2)	any other Subsidiary of the Company that becomes a Subsidiary Guarantor in accordance with the provisions of this Indenture, 


in each case until such Subsidiary Guarantor ceases to be such in accordance with this Indenture. Notwithstanding anything in this Indenture to the
contrary, Finance Co shall not be a Subsidiary Guarantor. 
 “TIA” means the Trust Indenture Act of 1939 (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA, except as provided in Section 9.03 hereof. 

“Treasury Rate” means, at the time of computation, the yield to maturity 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 redemption date 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, 2014; provided 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 Treasury Rate shall be obtained 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, 2014 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 Treasury Rate shall be calculated on the third Business Day preceding the redemption date. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any figure of 1/200th of 1% or above being
rounded upward. 
  

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 “Trustee” means the party named as such in the preamble of this Indenture
until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

“U.S. Government Obligations” means securities that are (1) direct Obligations of the United States of America for
the payment of which its full faith and credit is pledged and (2) Obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which, in either case under clause (1) or (2) above, are not callable or redeemable at the option of the issuers thereof. 

“Unrestricted Subsidiary” means any Subsidiary of the Company (other than Finance Co or the Holding Company) that is
designated by the Board of Directors of the General Partner as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 
  

	 	(1)	except to the extent permitted by subclause (2)(b) of the definition of “Permitted Business Investments,” has no Indebtedness other than Non-Recourse
Debt; 

  

	 	(2)	except as permitted under Section 4.12, is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such arrangement, 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; and 

  

	 	(3)	has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.
Notwithstanding anything in this Indenture to the contrary, Finance Co shall not be designated as an Unrestricted Subsidiary so long as the Company is organized as a partnership. 


Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by (i) in case of an
Unrestricted Subsidiary with the fair market value of assets under $50.0 million, an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.08 and (ii) in case of
an Unrestricted Subsidiary with the fair market value of assets equal to or greater than $50.0 million, by a Board Resolution and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted
by Section 4.08, in each case, filed with the Trustee giving effect to such designation. 
 “Voting Stock”
of any Person as of any date means the Equity Interests of such Person pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, general
partners or trustees of such Person (regardless of whether, at the time, Equity Interests of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency) or, with respect to a partnership
(whether general or limited), any general partner interest in such partnership. 
 “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. 

  

 -20- 








 Section 1.03. Other Definitions. 

 

			
	 TERM
	  	 DEFINED IN SECTION

		
	“Affiliate Transaction”	  	4.12
	“Alternate Offer”	  	4.06(h)
	“Asset Sale Offer”	  	3.09
	“Calculation Date”	  	1.01 (definition of Fixed Charge Coverage Ratio)
	“Change of Control Offer”	  	4.06(a)
	“Change of Control Payment”	  	4.06(a)
	“Change of Control Payment Date”	  	4.06(b)
	“Covenant Defeasance”	  	8.03
	“DTC”	  	2.03(b)
	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.07(c)
	“Incremental Funds”	  	4.08(a)
	“incur”	  	4.09(a)
	“Interest Payment Date”	  	Exhibit A
	“Legal Defeasance”	  	8.02
	“Offer Amount”	  	3.09
	“Offer Period”	  	3.09
	“Paying Agent”	  	2.03(a)
	“Payment Default”	  	6.01(e)(i)
	“Permitted Debt”	  	4.09(b)
	“Purchase Date”	  	3.09
	“Registrar”	  	2.03
	“Restricted Payments”	  	4.08(a)
	“Terminated Covenants”	  	4.20

 Section 1.04. Incorporation by Reference of
Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes and the Guarantees; 

“indenture security holder” means a Holder of a Note; 

“indenture to be qualified” means this Indenture; 

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

“obligor” on the Notes means the Company, Finance Co or any Subsidiary Guarantor and any successor
obligor upon the Notes. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to
another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
 Section 1.05. 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) words in the singular include the plural, and in the plural include the singular; 

 

 -21- 








 (5) provisions apply to successive events and transactions; and 

(6) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute,
replacement of successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2  

THE NOTES 

Pursuant to Section 201 of the Base Indenture, the provisions of this Article 2 establish the form of the Notes under this First
Supplemental Indenture, and to the extent that any provisions of this Article 2 are duplicative, or in contradiction with, the Base Indenture, the provisions of this Article 2 shall govern the Notes. 

Section 2.01. Form and Dating. 

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A
hereto, which is hereby incorporated in and expressly made part of this First Supplemental Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage in addition to those set forth on Exhibit
A. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this First Supplemental Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall govern and be controlling. 

(b) Book-Entry Provisions. This Section 2.01(b) shall only apply to Global Notes deposited with the Trustee, as custodian for
the Depositary. Participants and Indirect Participants shall have no rights under this First Supplemental Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the custodian for the Depositary or under
such Global Note, and the Depositary shall be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or
Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(c) Certificated Notes. Except as otherwise provided herein, owners of beneficial interests in Global Notes will not be entitled
to receive physical delivery of certificated Notes. 
 For greater certainty, the provisions of this Section 2.01(c) are
subject to the requirements relating to notations, legends or endorsements on Notes required by law, stock exchange rule, or agreements to which any Issuers are subject, if any. 

Section 2.02. Execution and Authentication. 

(a) One Officer shall sign the Notes for each Issuer by manual or facsimile signature. 

(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall
nevertheless be valid. 
 (c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this First Supplemental Indenture. 
  

 -22- 








 (d) The Trustee shall, upon a written order of each Issuer signed by one Officer (an
“Authentication Order”), authenticate Notes for original issue. 
 (e) The Trustee may appoint an
authenticating agent acceptable to the Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this First Supplemental Indenture to
authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers or any of their respective Subsidiaries. 

Section 2.03. Registrar and Paying Agent. 

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

(b) The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global
Notes. 
 (c) The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with
respect to the Global Notes, and the Trustee hereby initially agrees so to act. 
 Section 2.04. Paying Agent to Hold Money in
Trust. 
 The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee of any default by the Issuers in making any such
payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the
Trustee, the Paying Agent (if other than the Issuers or a Subsidiary) shall have no further liability for the money. If either Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuers, the Trustee shall serve as Paying Agent for the Notes. 

Section 2.05. Holder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date or such shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and addresses of the Holders, and the Issuers shall otherwise comply with
TIA Section 312(a). 
 Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their
rights under this First Supplemental Indenture or under the Notes. The Issuers, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c). 

 

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 Section 2.06. Transfer and Exchange. 

(a) Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:

 (A) to register the transfer of such Certificated Notes; or 

(B) to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized
denominations, 
 the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Certificated Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Issuers and the
Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; 
 (b) Restrictions on Transfer of
a Certificated Note for a Beneficial Interest in a Global Note. Subject to certain conditions, the Notes represented by the global securities will be exchangeable for certificated Notes in definitive form of like tenor as such Notes if
(1) the Depositary notifies the Issuers that it is unwilling or unable to continue as Depositary for the Global Note and a successor is not promptly appointed or if at any time the Depositary ceases to be a clearing agency registered under the
Exchange Act or (2) the Issuers in their discretion at any time determines not to have all of the Notes represented by the global securities. 

Any Notes that are exchangeable pursuant to the preceding sentence will be exchanged for certificated Notes issuable in authorized
denominations and registered in such names as the Depositary shall direct. 
 (c) Transfer and Exchange of Global Notes.
Subject to Section 2.06(e), the Global Note is not exchangeable, except for the Global Note of the same aggregate denominations to be registered in the name of the Depositary or its nominee. The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depositary, in accordance with this First Supplemental Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor.

 (d) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other provisions of this First
Supplemental Indenture (other than the provisions set forth in subsection (e) of this Section 2.06), a Global Note may not be transferred as a whole except 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. 

(e) Authentication in Absence of Depositary. If at any time: 

(A) the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary; 

(B) the Issuers in their sole discretion determines that the Global Notes (in whole but not in part) should be exchanged
for Certificated Notes and delivers a written notice to such effect to the Trustee; or 
 (C) there has occurred
and is continuing a Default or Event of Default with respect to the Notes and beneficial owners holding interests representing an aggregate principal amount of at least 51% of such Notes represented by Global Notes advise the Trustee in writing that
the continuation of a book-entry system through the Depositary is no longer in such owner’s best interests. 
 then the Issuers will
execute, and the Trustee, upon receipt of an Officers’ Certificate requesting the authentication and delivery of Certificated Notes to the Persons designated by the Issuers, will authenticate and deliver Certificated Notes, in an aggregate
principal amount equal to the principal amount of Global Notes, in exchange for such Global Notes. 
  

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 (f) Cancellation and/or Adjustment of Global Note. At such time as all beneficial
interests in a Global Note have either been exchanged for Certificated Notes, redeemed, repurchased or canceled, such Global Note shall be returned to the Depositary for cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for Certificated Notes, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the
books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such reduction. 

(g) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate
Certificated Notes and Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made for
any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. 

(iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for
redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem
Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. 

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

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this First Supplemental Indenture shall
evidence the same debt and shall be entitled to the same benefits under this First Supplemental Indenture as the Notes surrendered upon such transfer or exchange. 

(h) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a
participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery
to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given
to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note in global form shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the
Depositary with respect to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no
obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental Indenture or under 

 

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applicable law with respect to any transfer of any interest in any Note (including, without limitation, any transfers between or among Depositary participants, members or beneficial owners in any
Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this First Supplemental Indenture, and to examine the
same to determine substantial compliance as to form with the express requirements hereof. 
 Section 2.07. Replacement Notes.

 If any mutilated Note is surrendered to the Trustee or the Issuers and the Trustee receives evidence to its satisfaction of
the destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the
Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Issuers may charge for its expenses in replacing a Note. 
 In case any such mutilated, destroyed, lost or
stolen Note had become or is about to become due and payable, the Issuers, in their discretion, may, instead of issuing a new Note, pay such Note, upon satisfaction of the conditions set forth in the preceding paragraph. 

Every replacement Note is an additional obligation of the Issuers and shall be entitled to all of the benefits of this First Supplemental
Indenture equally and proportionately with all other Notes duly issued hereunder. 
 The provisions of this Section 2.07
are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Note. 

Section 2.08. Outstanding Notes. 

(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 3.09, a
Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers hold the Note; however, Notes held by the Issuers or a Subsidiary of the Issuers shall not be deemed to be outstanding for purposes of Section 2.08(b).

 (b) If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 (c) If the principal amount of any Note is
considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue. 
 (d) If the Paying
Agent (other than the Issuers, a Subsidiary or an Affiliate of any thereof) segregates and holds in trust, in accordance with this First Supplemental Indenture, on a date of redemption (a “Redemption Date”) or maturity date, money
sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest. 
 Section 2.09. Treasury Notes. 

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, amendment, supplement,
waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction,
amendment, supplement, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded. 
  

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 Section 2.10. Temporary Notes. 

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

Holders of temporary Notes shall be entitled to all of the benefits of this First Supplemental Indenture. 

Section 2.11. Cancellation. 

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

 Section 2.12. CUSIP or ISIN Numbers. 

The Issuers in issuing the Notes may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” or “ISIN” numbers in notices of redemption 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 Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuers will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers. 

Section 2.13. Additional Notes. 

The Issuers shall be entitled, subject to its compliance with Section 4.09, to issue Additional Notes under this First Supplemental
Indenture in an unlimited aggregate principal amount which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price and first payment of interest. The Initial Notes and any Additional Notes
shall be treated as a single class for all purposes under this First Supplemental Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. 

With respect to any Additional Notes, the Issuers shall set forth in an Officers’ Certificate, a copy of each which shall be
delivered to the Trustee, the following information: 
 (a) the aggregate principal amount of such Additional
Notes to be authenticated and delivered pursuant to this First Supplemental Indenture; and 
 (b) the issue
price, the issue date and the CUSIP number(s) of such Additional Notes. 
 ARTICLE 3  

REDEMPTION AND PREPAYMENT 

Section 3.01. Notices to Trustee. 

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they shall furnish to
the Trustee, at least ten Business Days (unless a shorter period is acceptable to the Trustee) 
  

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before the date of giving notice of the redemption pursuant to Section 3.03, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption price and (v) whether they request the Trustee to give notice of such redemption. Any such notice may be
cancelled at any time prior to the mailing of notice of such redemption to any Holder and shall thereby be void and of no effect. 

Section 3.02. Selection of Notes to Be Redeemed. 

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows: 

(a) if the Notes are listed for trading on a national securities exchange, in compliance with the requirements of the
principal national securities exchange on which the Notes are so listed; or 
 (b) if the Notes are not so listed
or there are no such requirements, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. 

No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more
than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. 

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the
date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless the Issuers default in making such redemption payment. 

Section 3.03. Notice of Redemption. 

At least 30 days but not more than 60 days before a redemption date, the Issuers shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address. 
 The notice shall identify the
Notes to be redeemed (including CUSIP numbers) and shall state: 
 (a) the redemption date; 

(b) the redemption price; 

(c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after
the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 

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

(e) that Notes called for redemption (other than a Global Note) must be surrendered to the Paying Agent to collect the
redemption price; 
 (f) that, unless the Issuers default in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date; 
 (g) the paragraph of the Notes and/or
Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 
  

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 (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes. 
 If any of the Notes to be redeemed is in the form of a
Global Note, then the Issuers shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to redemption. 

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ names and at their expense; provided,
however, that the Issuers shall have delivered to the Trustee, as provided in Section 3.01, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in
the preceding paragraph. 
 Section 3.04. Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and
payable on the redemption date at the redemption price. A notice of redemption may not be conditional. 
 Section 3.05. Deposit of
Redemption Price. 
 Not later than 11:00 a.m., New York City time, on the redemption date, the Issuers shall deposit with
the Trustee or with the Paying Agent (or, if the Company or a Subsidiary thereof is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) money sufficient to pay the redemption price of, and accrued and
unpaid interest on, all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. 
 If the Issuers comply with the provisions
of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06. Notes Redeemed in
Part. 
 Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon the Issuers’ written
request, the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) equal in principal amount to the unredeemed portion of the Note
surrendered. 
 Section 3.07. Optional Redemption. 

(a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not have the option to redeem the
Notes prior to April 15, 2014. On or after April 15, 2014, the Issuers shall have the option to redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed
as percentages of principal amount) set forth below, plus accrued and unpaid interest to the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment
Date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 
  

				
	 YEAR
	  	PERCENTAGE	 
	 2014
	  	104.125	% 
	 2015
	  	102.063	% 
	 2016 and thereafter
	  	100.000	% 

  

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 (b) On or before April 15, 2014, the Issuers may redeem all or, from time to time, a
part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to: 

(i) 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the
applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), plus 

(ii) the Make Whole Amount. 

(c) On or before April 15, 2013, the Issuers may on any one or more occasions redeem in the aggregate up to 35% of the aggregate
principal amount of Notes (including any Additional Notes) issued hereunder with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 108.250% of the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to the redemption date (subject to the right of Holders of record on a record date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date); provided that 

(i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued hereunder remains
outstanding after each such redemption; and 
 (ii) any redemption occurs within 90 days after the closing of
such Equity Offering (without regard to any over-allotment option). 
 (d) Any redemption pursuant to this Section 3.07
shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof. 
 Section 3.08. No Mandatory Redemption.

 The Issuers shall not be required to make mandatory redemption payments with respect to the Notes. 

Section 3.09. Offer to Purchase by Application of Net Proceeds. 

In the event that, pursuant to Section 4.07 hereof, the Issuers shall be required to commence a pro rata offer (an “Asset
Sale Offer”) to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the Net Proceeds of
sales of assets to purchase Notes and such other pair passu Indebtedness, it shall follow the procedures specified below. 
 The
Asset Sale Offer shall remain open for a period of at least 30 days following its commencement but no longer than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). Promptly after
the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.07 hereof (the “Offer Amount”) or, if less than
the Offer Amount has been tendered, all Notes tendered and not withdrawn in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 

Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first class mail, a notice to the Trustee and each of the
Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the
Asset Sale Offer, shall state: 
 (a) that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.07 hereof and the length of time the Asset Sale Offer shall remain open; 
  

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 (b) the Offer Amount, the purchase price and the Purchase Date; 

(c) that any Note not validly tendered or accepted for payment shall continue to accrue interest; 

(d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale
Offer shall cease to accrue interest after the Purchase Date; 
 (e) that Holders electing to have a Note
purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a
depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 

(f) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the
case may be, receive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased; 
 (g) that, if the aggregate principal amount of
Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or
integral multiples of $1,000 above such amount thereof, shall be purchased); and 
 (h) that Holders whose Notes
were purchased only in part shall be issued new Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer). 
 On the Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a pro rata basis
to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Offer Amount has been validly tendered and not properly withdrawn, all Notes so
tendered and not withdrawn, shall deposit by 11:00 a.m., New York time, with the Paying Agent or depositary an amount equal to the purchase price in respect of all Notes or portions thereof accepted for payment, and shall deliver to the Trustee an
Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. Upon surrender and cancellation of a Global Note that is purchased in part
pursuant to an Asset Sale Offer, the Trustee shall make an endorsement thereon to reduce the principal amount of such Global Note to an amount equal to the unpurchased portion of such Global Note. The Depositary or the Paying Agent, as the case may
be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note (in each case,
accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors), and the Trustee, upon written request from the Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Purchase Date. 
  

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 ARTICLE 4  

COVENANTS 

Section 4.01. Payment of Notes. 

The Issuers shall pay or cause to be paid the principal of and premium, if any, and interest on the Notes in New York, New York on the
dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than an Issuer or any Subsidiary Guarantor thereof, holds as of 11:00 a.m. Eastern Time on
the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium at the then applicable interest rate on the Notes to the extent lawful. The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, without regard to any
applicable grace period, at the same rate to the extent lawful. 
 Section 4.02. Maintenance of Office or Agency. 

The Issuers shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee, Registrar or
co-registrar), where Notes may be surrendered or presented for payment, where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers or the Subsidiary Guarantors in respect of the
Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations. Further, if at any time there shall be no such office or agency in the City and State of New York where the Notes may be presented or surrendered for payment, the
Issuers shall forthwith designate and maintain such an office or agency in the City and State of New York, in order that the Notes shall at all times be payable in the City and State of New York. The Issuers shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in location of any such other office or agency. 
 The Issuers
hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03. 

Section 4.03. Compliance Certificate. 

(a) The Issuers shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating
that a review of the activities of the Issuers and the Restricted Subsidiaries of the Company during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuers and the
Restricted Subsidiaries have kept, observed, performed and fulfilled their respective obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge each of such
Issuers and such Restricted Subsidiaries, as the case may be, has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default shall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action such Issuer or such Restricted
Subsidiaries, as the case may be, is taking or proposes to take with respect thereto). 
 (b) [Intentionally omitted].

  

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 (c) Each of the Issuers shall, so long as any of the Notes are outstanding, deliver to the
Trustee, promptly upon any Officer of the General Partner or Finance Co becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuers are taking or propose to
take with respect thereto. 
 Section 4.04. Taxes. 

The Issuers shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments,
and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.05. Stay, Extension and Usury Laws. 

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

Section 4.06. Change of Control. 

(a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Issuers to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 above such amount thereof) of that Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, the Issuers shall offer a
change of control payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest thereon, if any, to the date of purchase (the “Change
of Control Payment Date”), subject to the rights of any Holder in whose name a Note is registered on a record date occurring prior to the Change of Control Payment Date to receive interest on an Interest Payment Date that is on or prior to
such Change of Control Payment Date. Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on
the Change of Control Payment Date specified in such notice, pursuant to the procedures required by this Indenture and described in such notice. The Issuers shall 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 Notes 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 this Section 4.06, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by virtue of
such conflict. 
 (b) Within 30 days following any Change of Control, the Issuers shall mail by first class mail, a notice to
each Holder, with a copy of such notice to the Trustee. The notice, which shall govern the terms of the Change of Control Offer, shall state, among other things: 

(i) that a Change of Control has occurred and a Change of Control Offer is being made as provided for herein, and that,
although Holders are not required to tender their Notes, all Notes that are validly tendered shall be accepted for payment; 

(ii) the Change of Control Payment and the Change of Control Payment Date, which will be no earlier than 30 days and no
later than 60 days after the date such notice is mailed; 
 (iii) that any Note accepted for payment pursuant to
the Change of Control Offer (and duly paid for on the Change of Control Payment Date) shall cease to accrue interest after the Change of Control Payment Date; 
  

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 (iv) that any Notes (or portions thereof) not validly tendered shall
continue to accrue interest; 
 (v) that any Holder electing to have a Note purchased pursuant to any Change of
Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the
Issuers, or a Paying Agent at the address specified in the notice at least one (1) Business Day before the Change of Control Payment Date; 

(vi) that Holders shall be entitled to withdraw their election if the Issuers, the depositary or the Paying Agent, as the
case may be, receive, not later than the expiration of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; and 
 (vii) the instructions and any
other information necessary to enable Holders to tender their Notes (or portions thereof) and have such Notes (or portions thereof) purchased pursuant to the Change of Control Offer. 

(c) On the Change of Control Payment Date, the Issuers shall, to the extent lawful: 

(i) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control
Offer; 
 (ii) deposit by 11:00 a.m., New York time, with the Paying Agent or depositary an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so tendered; and 
 (iii) deliver or cause
to be delivered to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. 

(d) The depositary or the Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such
Notes (or, if all the Notes are then in global form, make such payment through the facilities of DTC), and the Issuers shall promptly issue a new Note (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary
Guarantors), and the Trustee, upon written request from the Issuers, shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder such new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 above such amount thereof. The Issuers shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date. 
 (e) The provisions described in this Section 4.06 that require
the Issuers to make a Change of Control Offer following a Change of Control shall be applicable regardless of whether or not any other provisions of this Indenture are applicable. 

(f) Notwithstanding the other provisions of this Section 4.06, the Issuers will not be required to make a Change of Control Offer
upon a Change of Control and a holder will not have the right to require the Issuers to repurchase any Notes pursuant to a Change of Control Offer if (i) a third party makes an offer to purchase the Notes in the manner, at the times and
otherwise in substantial compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer and purchases all Notes validly tendered and not withdrawn under such purchase offer or (ii) an irrevocable notice of
redemption to purchase all outstanding Notes at a purchase price equal to at least 101% of the aggregate principal amount of such Notes has been given pursuant to Section 3.07, unless and until the Issuers have defaulted in the payment of the
applicable redemption price. 
 (g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned
upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the 

 

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time of making the Change of Control Offer. Notes repurchased by the Issuers pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and
cancelled, at either of the Issuers’ option. Notes purchased by a third party pursuant to the preceding paragraph will have the status of Notes issued and outstanding. 

(h) Notwithstanding the other provisions of this Section 4.06, the Issuers shall not be required to make a Change of Control Offer
upon a Change of Control, as provided in this Section 4.06, if, in connection with or in contemplation of a Change of Control, they have made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered and
not withdrawn at a cash price equal to or greater than the Change of Control Payment and have purchased all Notes properly tendered and not withdrawn in accordance with the terms of such Alternate Offer. 

(i) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes
in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes 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 described above, to redeem all Notes that remain outstanding following such purchase
at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption. 

Section 4.07. Asset Sales. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 

(i) except in the case of a disposition of Investments in Joint Ventures to the extent required by or made pursuant to
customary buy/sell arrangements between the Joint Venture parties set forth in Joint Venture agreements or similar binding arrangements, 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 assets or Equity Interests issued or sold or otherwise disposed of; 

(ii) such fair market value is determined in good faith by (a) an Officer of the General Partner if the value is less
than $50.0 million, as evidenced by an Officers’ Certificate delivered to the Trustee or (b) the Board of Directors of the General Partner if the value is $50.0 million or more, as evidenced by a Board Resolution of the General Partner;
and 
 (iii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by
the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents or a combination thereof. 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 Notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further liability; 
 (B) any securities,
Notes or other Obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale converted by such Issuer or such Restricted Subsidiary into cash (to the extent of the cash
received in that conversion); and 
 (C) accounts receivable of a business retained by the Company or any
Restricted Subsidiary, as the case may be, following the sale of such business, provided, that such accounts receivable are not (a) past due more than 90 days and (b) do not have a payment date greater than 120 days from the date of the
invoice creating such accounts receivable. 
  

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 (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale (or within 90
days after such 360-day period in the event the Company enters into a binding commitment with respect to such application), the Company or a Restricted Subsidiary may apply such Net Proceeds at its option: 

(i) to repay senior Indebtedness of the Company and/or its Restricted Subsidiaries under the Credit Facilities; and/or

 (ii) to satisfy all mandatory repayment obligations under the Credit Facilities arising by reason of such
Asset Sale; 
 (iii) to make a capital expenditure in a Permitted Business; 

(iv) to acquire other tangible assets that are used or useful in a Permitted Business; or 

(v) to acquire all or substantially all of the assets of a Person engaged in a Permitted Business or Equity Interests of a
Person engaged in a Permitted Business so long as such Person or the Person to which such assets are transferred is or becomes a Restricted Subsidiary. 

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture. 
 (c) Any Net Proceeds from Asset Sales that are not applied
or invested as provided in Section 4.07(b) above will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers will make an Asset Sale Offer to all Holders of Notes and, at
the option of the Issuers, all holders of other Indebtedness that is pari passu with the Notes to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds;
provided that Notes tendered shall be given priority over any such other Indebtedness unless such other Indebtedness contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets in which case the Notes and such other Indebtedness will be purchased on a pro rata basis. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to the
Purchase Date, 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, including, without limitation,
the repurchase or redemption of Indebtedness of the Issuers or any Subsidiary Guarantor that is subordinated to the Notes or, in the case of any Subsidiary Guarantor, the Guarantee of such Subsidiary Guarantor. If the aggregate principal amount of
Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated for repurchases of Notes pursuant to the Asset Sale Offer for Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d) The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 4.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under Section 3.09 or this Section 4.07 by virtue of such conflict. 
 Section 4.08. Restricted Payments.

 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: 

(i) declare or pay any dividend or make any other payment or distribution on account of the Company’s or of any of
its Restricted Subsidiaries, Equity Interests (including, without limitation, any payment 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’ 
  

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Equity Interests in their capacity as such (other than distributions or dividends payable in Equity Interests of the Company (other than Disqualified Equity) and other than distributions or
dividends payable to the Company or a Restricted Subsidiary); 
 (ii) 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, any of its Restricted Subsidiaries or the General Partner or any other equity holder of the
Company (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); 

(iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Subordinated Indebtedness or Guarantor Subordinated Indebtedness, except a scheduled payment of principal within one month of its Stated Maturity; or 

(iv) make any Investment other than a Permitted Investment 

(all such payments and other actions set forth in Sections 4.08(a)(i),(ii),(iii) and (iv) above being collectively referred to as
“Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting Failure) or Event of Default shall have occurred and be continuing or would occur as a consequence
thereof and either: 
 (A) if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal
quarters for which internal financial statements are available is equal to or greater than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries
during the quarter in which such Restricted Payment is made (excluding Restricted Payments permitted by Sections 4.08(b)(ii), (iii), (iv) (to the extent paid to the Company or a Restricted Subsidiary), (v), (vi), (vii), (viii) or (ix)), is
less than the sum, without duplication, of: 
 (i) Available Cash from Operating Surplus with respect to the
Company’s preceding fiscal quarter, plus 
 (ii) the aggregate net cash proceeds received by the
Company (including the fair market value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests (other than the Disqualified Equity) of the Company)
after the Issue Date from (x) a contribution to the common equity capital of the Company from any Person (other than a Restricted Subsidiary of the Company) or (y) the issuance and sale (other than to a Restricted Subsidiary of the
Company) of Equity Interests (other than Disqualified Equity) of the Company or from the issuance or sale (other than to a Restricted Subsidiary of the Company) of convertible or exchangeable Disqualified Equity or convertible or exchangeable debt
securities of the Company that have been converted into or exchanged for such Equity Interests (other than Disqualified Equity), plus 

(iii) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or Cash
Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the return of capital or similar payment made in cash or Cash Equivalents with respect to such Restricted Investment (less the cost of such disposition, if any), plus

 (iv) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances,
or other transfers of assets in each case to the Company or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries and joint ventures) or from redesignations of Unrestricted Subsidiaries as
Restricted Subsidiaries, to the extent such amounts have not been 
  

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included in Available Cash from Operating Surplus for any period commencing on or after the Issue Date (items (ii), (iii) and (iv) being referred to as “Incremental
Funds”), minus 
 (v) the aggregate amount of Incremental Funds previously expended pursuant to
this clause (A) or clause (B) below or to make a Permitted Business Investment; or 
 (B) if the Fixed
Charge Coverage Ratio for the Company’s four most recent fiscal quarters for which internal financial statements are available is less than 1.75 to 1.0, such Restricted Payment (it being understood that the only Restricted Payments permitted to
be made pursuant to this clause (B) are distributions on common units of the Company, plus the related distribution on the general partner interest and any distributions with respect to incentive distribution rights), together with the
aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries during the quarter in which such Restricted Payment is made (excluding Restricted Payments permitted by Sections 4.08(b)(ii), (iii), (iv) (to
the extent paid to the Company or a Restricted Subsidiary), (v), (vi), (vii), (viii) or (ix)) is less than the sum, without duplication, of: 

(i) $120.0 million less the aggregate amount of all Restricted Payments made by the Company and its Restricted
Subsidiaries pursuant to this clause (2)(a) during the period beginning on the Issue Date and ending on the last day of the fiscal quarter of the Company immediately preceding the date of such Restricted Payment, plus 

(ii) Incremental Funds to the extent not previously expended pursuant to this clause (B) or clause (A) above.

 (b) The preceding provisions will not prohibit: 

(i) the payment by the Company or any Restricted Subsidiary of any distribution or dividend or the consummation of any
redemption of a Subordinated Indebtedness pursuant to an irrevocable notice of redemption within 60 days after the date of declaration of such dividend or distribution, or the giving of such irrevocable notice of redemption, if at said date of
declaration or the date of such notice of redemption, as applicable, such payment would have complied with the provisions of this Indenture; 

(ii) the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of the Company
or any Subsidiary Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to the Company from any Person (other than a Restricted Subsidiary of
the Company) or (b) sale (other than to a Restricted Subsidiary of the Company) of Equity Interests (other than Disqualified Equity) of the Company, with a sale being substantially concurrent if such redemption, repurchase, retirement,
defeasance or other acquisition occurs not more than 120 days after such sale; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be
excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds and from Section 4.08(a)(A)(ii); 

(iii) the defeasance, redemption, repurchase or other acquisition of any Subordinated Indebtedness or Guarantor
Subordinated Indebtedness with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 

(iv) the payment of any distribution or dividend by a Restricted Subsidiary to the Company or to the holders of its Equity
Interests (other than Disqualified Equity) on a pro rata basis; 
 (v) so long as no Default (other than a
Reporting Failure) has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any 

 

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Equity Interests of the Company or any Restricted Subsidiary of the Company pursuant to any management equity subscription agreement or equity option agreement or other employee benefit plan or
to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $6.0
million in any calendar year; 
 (vi) repurchases of Equity Interests deemed to occur upon exercise of stock
options, warrants or other convertible securities if such Equity Interests represent a portion of the exercise price of such options, warrants or other convertible securities; 

(vii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or
other securities convertible or exchangeable for Equity Interests that are not derivative securities; 
 (viii)
any repurchases, redemptions or other acquisitions or retirements for value of Equity Interests made in lieu of withholding taxes in connection with any exercise or exchange of warrants, options or rights to acquire Equity Interests; and 

(ix) in connection with an acquisition by the Company or any of its Restricted Subsidiaries, the return to the Company or
any of its Restricted Subsidiaries of Equity Interests of the Company or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims. 

In computing the amount of Restricted Payments previously made for purposes of Section 4.08(a), Restricted Payments made under
clauses (i) (but only if the declaration of such dividend or other distribution has not been counted in a prior period) and (iv) (but in the case of clause (iv), only to the extent paid to a Person other than the Company or a Restricted
Subsidiary) of this Section 4.08(b) shall be included, and Restricted Payments made under clauses (ii), (iii), (v), (vi), (vii), (viii) and (ix) of this Section 4.08(b) shall not be included. The amount of all Restricted Payments
(other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any assets or securities that are required to be valued by this Section 4.08 shall be determined, in the case of amounts under $50.0 million, by an Officer of the General Partner and, in the case of amounts
over $50.0 million, by the Board of Directors of the General Partner whose Board Resolution with respect thereto shall be delivered to the Trustee. 

Section 4.09. Incurrence of Indebtedness and Issuance of Disqualified Equity. 

(a) The Company shall not, and shall 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), and the Company shall not issue any Disqualified
Equity and shall not permit any of its Restricted Subsidiaries to issue any Disqualified Equity; provided that the Company and the Restricted Subsidiaries may incur Indebtedness (including Acquired Debt), and the Company and the Restricted
Subsidiaries may issue Disqualified Equity, 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 or such Disqualified Equity is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had
been incurred, or the Disqualified Equity had been issued, as the case may be, at the beginning of such four-quarter period. 

(b) So long as no Default shall have occurred and be continuing or would be caused thereby, Section 4.09(a) hereof will not prohibit
the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): 

(i) the incurrence by the Company and any Subsidiary Guarantor of Indebtedness (including letters of credit) under Credit
Facilities and the guarantees thereof; provided that the aggregate principal 
  

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amount of all Indebtedness of the Company and the Restricted Subsidiaries incurred pursuant to this Section 4.09(b)(i) and outstanding under all Credit Facilities after giving effect to
such incurrence does not exceed the greater of (a) $800.0 million or (b) $600.0 million plus 20% of the Consolidated Net Tangible Assets of the Company; 

(ii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than under the Credit
Agreement); 
 (iii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by
the Notes issued and sold in this offering and the related Guarantees; 
 (iv) the incurrence by the Company or
any Subsidiary Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction
or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace,
defease or discharge any Indebtedness incurred pursuant to this Section 4.09(b)(iv) not to exceed the greater of (a) $20.0 million at any time outstanding or (b) 2.5% of the Consolidated Net Tangible Assets of the Company;

 (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness
in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge, Indebtedness that was permitted by this Indenture to be incurred under Section 4.09(a) or 4.09(b)(ii) or (iii) or this
Section 4.09(b)(v); 
 (vi) 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 that: 

(A) if the Company is the obligor on such Indebtedness and a Subsidiary Guarantor is not the obligee, such Indebtedness
must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, or if a Subsidiary Guarantor is the obligor on such Indebtedness and neither the Company nor another Subsidiary Guarantor is the
obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Subsidiary Guarantor; 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 Section 4.09(b)(vi); 

(vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; 

(viii) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its
Restricted Subsidiaries that was permitted to be incurred by another provision of this Section 4.09; provided that in the event such Indebtedness that is being guaranteed is Subordinated Indebtedness or Guarantor Subordinated
Indebtedness, then the guarantee shall be subordinated in right of payment to the Notes or the Guarantee, as the case may be; 

(ix) the incurrence by the Company or any Subsidiary Guarantor of additional Indebtedness or the issuance of Disqualified
Equity in an aggregate principal amount at any time outstanding not to exceed the greater of (a) $30.0 million at any time outstanding or (b) 3.0% of the Consolidated Net Tangible Assets of the Company; and 

 

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 (x) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from Guarantees of Indebtedness of Joint Ventures at any time outstanding not to exceed the greater of $10.0 million or 1.0% of the Consolidated Net Tangible Assets of the Company. 

(c) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the
criteria of more than one of the categories of Permitted Debt described in Sections 4.09(b)(i) through (x), or is entitled to be incurred pursuant to Section 4.09(a), the Company will be permitted to classify (or later reclassify in whole or in
part) such item of Indebtedness in any manner that complies with this Section 4.09. An item of Indebtedness may be divided and classified in one or more of the types of Permitted Indebtedness. Any outstanding Indebtedness under the Credit
Facilities on the Issue Date shall be considered incurred under Section 4.09(b)(i) and may not be reclassified. 
 (d)
The accrual of interest, 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, and the payment of dividends on Disqualified Equity in the
form of additional shares of the same class of Disqualified Equity shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity for purposes of this Section 4.09; provided, in each such case, that the
amount thereof is included in Fixed Charges of the Company as accrued. 
 (e) Notwithstanding any other provision of this
Section 4.09, the maximum amount of Indebtedness or Disqualified Equity that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of the fluctuations in
exchange rates or currency values. 
 Section 4.10. Liens. 

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness upon any asset now owned or hereafter acquired, except Permitted Liens, without making effective provision whereby all Obligations due under the Notes and Indenture or any Guarantee, as
applicable, will be secured by a Lien equally and ratably with (or prior to in the case of Liens with respect to Subordinated Indebtedness or Guarantor Subordinated Indebtedness, as the case may be) any and all Obligations thereby secured for so
long as any such Obligations shall be so secured. 
 Section 4.11. Dividend and Other Payment Restrictions Affecting Subsidiaries.

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

(i) pay dividends or make any other distributions on its Equity Interests to the Company or any of its Restricted
Subsidiaries, or pay any Indebtedness or other Obligations owed to the Company or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or
liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Equity Interests for
purposes of this Section 4.11; 
 (ii) make loans or advances to or make other Investments in the Company or
any of its Restricted Subsidiaries; or 
 (iii) sell, lease or transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries. 
 (b) The restrictions contained in Section 4.11(a) shall not apply to
encumbrances or restrictions existing under or by reason of: 
 (i) agreements as in effect on the Issue Date
(including the Credit Agreement) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of any such agreements; provided that such amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such distribution, dividend and other payment restrictions and loan or investment restrictions than those contained
in such agreement, as in effect on the Issue Date; 
  

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 (ii) this Indenture, the Notes and the Guarantees; 

(iii) applicable law, rule, regulation, order, licenses, permits or similar governmental, judicial or regulatory
restriction; 
 (iv) any instrument governing Indebtedness or Equity Interests 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 property or assets of any Person, other than such Person, or the property or assets of such Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this
Indenture to be incurred; 
 (v) customary non-assignment provisions in Hydrocarbon or timber purchase and sale
or exchange agreements or similar operational agreements or in licenses and leases entered into in the ordinary course of business and consistent with past practices; 

(vi) Capital Lease Obligations, mortgage financings or purchase money obligations, in each case for property acquired in
the ordinary course of business that impose restrictions on that property of the nature described in Section 4.11(a)(iii); 

(vii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that
Restricted Subsidiary pending its sale or other disposition; 
 (viii) Permitted Refinancing Indebtedness;
provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

 (ix) Liens securing Indebtedness otherwise permitted to be incurred pursuant to the provisions of
Section 4.10 that limit the right of the Company or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien; 

(x) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset
sale agreements, stock sale agreements and other similar agreements customary for transactions of that type that solely affect the assets or property that are the subject of such agreements; provided that, in the case of joint venture
agreements, such provisions solely affect assets or property of the joint venture; 
 (xi) any agreement or
instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition;

 (xii) restrictions on cash or other deposits or net worth imposed by customers or lessors under contracts or
leases entered into in the ordinary course of business; 
 (xiii) Hedging Obligations incurred from time to time;
and 
 (xiv) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred
pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 
  

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4.09; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a whole, as
determined by the Board of Directors of the General Partner in good faith, than the provisions contained in the Credit Agreement as in effect on the Issue Date. 

Section 4.12. Transactions With Affiliates. 

(a) The Company shall not, and shall 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 any Affiliate (each, an
“Affiliate Transaction”), unless: 
 (i) such Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 

(ii) the Company delivers to the Trustee: 

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration more than $25.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.12 and that such Affiliate Transaction has been approved by a majority of the disinterested members of
the Board of Directors of the General Partner; and 
 (B) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, (i) a resolution of the Board of Directors of the General Partner set forth in an officers’ certificate certifying that such Affiliate Transaction
complies with this Section 4.12 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the General Partner and (ii) an opinion as to the fairness to the Company of such
Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing recognized as an expert in rendering fairness opinions on transactions such as those proposed. 

(b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of
Section 4.12(a): 
 (i) any employment, equity award, equity option or equity appreciation agreement or plan
or similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 

(ii) transactions between or among the Company and/or its Restricted Subsidiaries; 

(iii) Restricted Payments that are permitted by Section 4.08 and Permitted Investments; 

(iv) transactions effected in accordance with the terms of (i) agreements described in the Prospectus Supplement
under the caption “Certain Relationships and Related Transactions” as such agreements are in effect on the date of this Indenture and (ii) any amendment or replacement of any of such agreements, so long as, in the case of
Section 4.12(b)(ii), such amendment, replacement or similar agreement, taken as a whole, is no less advantageous to the Company in any material respect than the applicable agreement referred to in Section 4.12(b)(i); 

(v) customary compensation, indemnification and other benefits made available to officers, directors or employees of the
Company or a Restricted Subsidiary, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; 

 

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 (vi) purchase, sale, processing, fractionating, treating, gathering,
transportation, wheelage, handling, marketing, hedging, production, handling, cutting, operating, construction, terminalling, storage, lease, platform use or other operational contracts, entered into in the ordinary course of business on terms
substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary with third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third
party, on terms that are no less favorable than those available from third parties on an arm’s-length basis; 

(vii) the issuance or sale for cash of Equity Interests (other than Disqualified Equity); 

(viii) any transaction in which the Company or any of its Restricted Subsidiaries, as the case may be, deliver to the
Trustee opinion from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that such transaction meets the
requirements of Section 4.12(a)(i); 
 (ix) guarantees of performance by the Company and its Restricted
Subsidiaries of the Company’s Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money; 

(x) if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Equity Interests of the
Company or any Restricted Subsidiary where such Person is treated no more favorably than the holders of Indebtedness or Equity Interests of the Company or any Restricted Subsidiary who are unaffiliated with the Company and its Restricted
Subsidiaries; 
 (xi) transactions effected pursuant to agreements in effect on the Issue Date and any amendment,
modification or replacement of such agreement (so long as such amendment or replacement is not in the good faith determination of the Board of Directors of the General Partner materially more disadvantageous to the holders of Notes, taken as a whole
than the original agreement as in effect on the Issue Date); 
 (xii) transactions between the Company and any
Person, a director of which is also a director of the Company; provided that such director abstains from voting as a director of the Company on any matter involving such other Person; 

(xiii) any issuance of Equity Interests (other than Disqualified Equity) of the Company to Affiliates of the Company for
cash; 
 (xiv) transactions with a Joint Venture that comply with Section 4.12(a)(i); 

(xv) payments to the General Partner with respect to reimbursement of expenses in accordance with applicable provisions of
the Partnership Agreement as in effect on the Issue Date; 
 (xvi) payments to Penn Virginia Corporation or its
Affiliates in respect of transition services under written agreements entered into after the Issue Date; provided that such agreements have been approved by the Board of Directors of the General Partner, including a majority of the directors
who are not affiliated with Penn Virginia Corporation; and 
 (xvii) loans or advances to employees in the
ordinary course of business not to exceed $2.0 million in the aggregate at any one time outstanding. 
 Section 4.13. Additional
Subsidiary Guarantees. 
 If, after the Issue Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor
guarantees any other Indebtedness of either of the Issuers or any Indebtedness of the Holding Company or any other Subsidiary Guarantor, then, in each such case, such Subsidiary must become a Subsidiary Guarantor by executing a

  

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supplemental indenture substantially in the form provided in this Indenture and delivering it to the Trustee within 20 business days of the date on which such other guarantee was executed;
provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries.
Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the
guarantee which resulted in the creation of such Restricted Subsidiary’s Guarantee, except a discharge or release by, or as a result of payment under, such guarantee and except if, at such time, such Restricted Subsidiary is then a guarantor
under any other Indebtedness of the Issuers or another Subsidiary. 
 Section 4.14. Designation of Restricted and Unrestricted
Subsidiaries. 
 (a) The Board of Directors of the General Partner may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event of Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under Section 4.08(a), or represent Permitted Investments as applicable. All
such outstanding Investments will be valued at their fair market value at the time of such designation. That designation will only be permitted if such Restricted Payments or Permitted Investments would be permitted under this Indenture at that time
and such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon the designation of a Restricted Subsidiary that is a Subsidiary
Guarantor as an Unrestricted Subsidiary, the Guarantee of such entity shall be automatically released. 
 (b) The Board of
Directors of the General Partner 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 4.09, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period, and Section 4.10 and (2) no Default or Event of Default (other than a Reporting Failure) would be in existence following such designation. 

After covenants are terminated pursuant to Section 4.20, the Company will not be permitted to designate or redesignate any of its
Subsidiaries pursuant to Section 4.14. 
 Section 4.15. Business Activities. 

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted
Businesses. 
 Finance Co shall not engage in any business or incur any Indebtedness other than activities in connection with
its rights and obligations as an issuer of the Notes and any Additional Notes issued under this Indenture. 
 Section 4.16.
[Intentionally Omitted]. 
 Section 4.17. Payments for Consent. 

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration
to or for the benefit of any holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all holders of
the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 
  

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 Section 4.18. Reports. 

(a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not
accept such a filing) within the time periods specified in the SEC’s rules and regulations and, unless already publicly available through the SEC’s EDGAR filing system, the Company (x) will furnish (without exhibits) to the Trustee
for delivery to the Holders of the Notes and (y) post on its website or otherwise make available to prospective purchasers of the Notes: 

(i) 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 “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 independent registered public accounting firm; and 
 (ii) 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 (provided that, so long as the Company is not required to file with the SEC the reports referred to in this
paragraph, the time period for filing reports on Form 8-K shall be 10 business days after the event giving rise to the obligation to file such report). 

(b) If, as of the end of any such quarterly or annual period, the Company has Subsidiaries that are not Subsidiary Guarantors, then the
Company shall include in such reports, in accordance with Section 3-10 of Regulation S-X, either on the face of the financial statements or in the footnotes thereto, the financial information of the Company and its Subsidiary Guarantors
separate from the financial information of the non-Guarantor Subsidiaries of the Company. 
 Section 4.19. [Intentionally Omitted].

 Section 4.20. Termination of Covenants. 

If at any time the Notes achieve an Investment Grade Rating from both of the Rating Agencies and no Default or Event of Default has
occurred and is then continuing under this Indenture, then upon the Issuers’ giving notice to the trustee of such event, the Company and its Restricted Subsidiaries will no longer be subject to the following provisions of this Indenture (the
“Terminated Covenants”): Section 4.07, Section 4.08, Section 4.09, Section 4.11, Section 4.14, Section 4.15, Section 4.13, Section 5.01(a)(iv) and Section 4.12. After the foregoing
covenants have been terminated, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the definition of “Unrestricted Subsidiary.” 

ARTICLE 5  

SUCCESSORS 

Section 5.01. Merger, Consolidation, or Sale of Assets. 

(a) Neither of the Issuers may, directly or indirectly: (x) consolidate or merge with or into another Person (whether or not such
Issuer is the survivor); or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless: 

(i) either: (A) such Issuer is the surviving entity of such transaction; or (B) the Person formed by or
surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is an entity organized or existing under the laws of the United States,
any state thereof or the District of Columbia, provided that Finance Co may not consolidate or merge with or into any entity other than a corporation satisfying such requirement; 

 

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 (ii) the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made expressly assumes all the obligations of such Issuer under the Notes, this Indenture pursuant to agreements
reasonably satisfactory to the Trustee; 
 (iii) immediately after such transaction no Default or Event of
Default exists; 
 (iv) in the case of a transaction involving the Company and not Finance Co, the Company or the
Person formed by or surviving any such consolidation or merger (if other than the Company) will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the
beginning of the applicable four-quarter period, (A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (B) have a Fixed Charge Coverage
Ratio for such four-quarter period equal to or greater than the Fixed Charge Coverage Ratio immediately before such transaction; provided that this Section 5.01(a)(iv) shall be terminated after the Company and its Restricted Subsidiaries
are not subject to the Terminated Covenants; and 
 (v) such Issuer has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and, if a supplemental indenture is required, such supplemental indenture comply with this Indenture and all conditions precedent
therein relating to such transaction have been satisfied. 
 (b) Notwithstanding Section 5.01(a), the Company is permitted
to reorganize as any other form of entity in accordance with the procedures established in this Indenture; provided that: 

(i) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of the
Company into a form of entity other than a limited partnership formed under Delaware law; 
 (ii) the entity so
formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

(iii) the entity so formed by or resulting from such reorganization assumes all of the Obligations of the Company under
the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee; 
 (iv) immediately
after such reorganization no Default or Event of Default exists; and 
 (v) such reorganization is not adverse to
the Holders of the Notes (for purposes of this Section 5.01(b)(v) it is stipulated that such reorganization shall not be considered adverse to the Holders of the Notes solely because the successor or survivor of such reorganization (A) is
subject to federal or state income taxation as an entity or (B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or
local law). 
 (c) No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor
is the surviving Person) another Person, except the Company or another Subsidiary Guarantor, unless: (i) immediately after giving effect to such transaction, no Default or Event of Default exists, and (ii) the Person formed by or surviving
any such consolidation or merger assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture substantially in the form of Annex A hereto, except that no such assumption or supplemental indenture shall be
required in those circumstances described in Section 10.05 hereof. Subject to the foregoing exception, in case of any such consolidation or merger and upon the assumption by the successor Person by supplemental indenture, executed and delivered
to the Trustee substantially in the form of Annex A hereto, of the Guarantees contained herein and the due and punctual performance of all of the covenants of this Indenture to be performed by the Subsidiary Guarantor, such successor shall succeed
to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such 

 

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successor thereupon may cause to be signed any or all of the notations of the Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by
the Issuers and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture
as though all of such Guarantees had been issued at the date of the execution hereof. 
 (d) Notwithstanding anything in this
Section 5.01 to the contrary, in the event the Company becomes a corporation or the Company or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of this Indenture) is a corporation, Finance Co
may be dissolved in accordance with this Indenture and may cease to be an Issuer. 
 Section 5.02. Successor Entity Substituted.

 (a) 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 an Issuer in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture
referring to the “Company” or “Finance Co,” as the case may be, shall refer instead to the surviving entity and not to the Company or Finance Co, as the case may be), and may exercise every right and power of the Company or
Finance Co, as the case may be, under this Indenture with the same effect as if such successor Person had been named as an Issuer herein; and thereafter, if an Issuer is dissolved following a disposition of all or substantially all of its properties
or assets in accordance with this Indenture, it shall be discharged and released from all obligations and covenants under this Indenture and the Notes. 

(b) If the surviving entity shall have succeeded to and been substituted for an Issuer, such surviving entity may cause to be signed, and
may issue either in its own name or in the name of the applicable Issuer prior to such succession any or all of the Notes issuable hereunder which theretofore shall not have been signed by such Issuer and delivered to the Trustee; and, upon the
order of such surviving entity, instead of such Issuer, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Notes which previously shall have been signed and
delivered by the Officers of such Issuer to the Trustee for authentication, and any Notes which such surviving entity thereafter shall cause to be signed and delivered to the Trustee for that purpose (in each instance with notations of Guarantees
thereon by the Subsidiary Guarantors). All of the Notes so issued and so endorsed shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued and endorsed in accordance with the terms
of this Indenture and the Guarantees as though all such Notes had been issued and endorsed at the date of the execution hereof. 

(c) In case of any such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, such changes in
phraseology and form (but not in substance) may be made in the Notes thereafter to be issued or the Guarantees to be endorsed thereon as may be appropriate. 

ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. 

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

(a) default for 30 days in the payment when due of interest on the Notes; 

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

(c) failure by the Company to comply (for 30 days in the case of a failure to comply that is capable of cure) with the
provisions described under Section 4.06, 4.07 or 5.01 hereof; 
  

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 (d) failure by the Company to comply with any of its other agreements in
this Indenture for 60 days (or 180 days in the case of a Reporting Failure) after notice to the Issuers by the Trustee or to the Issuers and Trustee by Holders of at least 25% in aggregate principal amount of the Notes then outstanding; 

(e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or
is created after the Issue Date, if that default: 
 (i) is caused by a failure to pay principal of or premium,
if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or 

(ii) results in the acceleration of such Indebtedness prior to its express maturity, 

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has
been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; provided, that so long as the outstanding Notes have not been accelerated, if within a period of 60 days from the continuation of such
default under such other Indebtedness beyond the applicable grace period or the occurrence of such acceleration of such other Indebtedness, as the case may be, any such default is cured or waived or any such acceleration rescinded, or such other
Indebtedness is repaid (other than as a result of any such acceleration), such Event of Default shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 

(f) failure by the Company or any of the Company’s Restricted Subsidiaries to pay final judgments aggregating in
excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; 
 (g)
except as permitted by this Indenture, any Guarantee by any Subsidiary Guarantor other than an Immaterial Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in force and effect or
any such Subsidiary Guarantor, or any Person acting on behalf of any such Subsidiary Guarantor, shall deny or disaffirm its Obligations under its Guarantee; and 

(h) either Issuer, the General Partner or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law: 

(i) commences a voluntary case, 

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

(iii) consents to the appointment of a custodian of it or for all or substantially all of its property, 

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

(v) generally is not paying its debts as they become due; and 

(i) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(i) is for relief against an Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any
group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary in an involuntary case; 
  

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 (ii) appoints a custodian of an Issuer or any Restricted Subsidiary of the
Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary or for all or substantially all of the property of an Issuer or any Restricted
Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary; or 

(iii) orders the liquidation of an Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or
any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary; 
 and the order or
decree remains unstayed and in effect for 60 consecutive days. 
 Section 6.02. Acceleration. 

If any Event of Default (other than an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof) occurs and
is continuing, the Trustee may, and upon written request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes
shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clauses (h) or (i) of Section 6.01 hereof occurs with respect to an Issuer, all outstanding Notes shall be due and payable
immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or
waived. 
 Section 6.03. Other Remedies. 

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal,
premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 

Section 6.04. Waiver of Past Defaults. 

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and/or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 
 Section 6.05. Control by Majority. 

Subject to Section 7.02(f) hereof, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the
time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. 

 

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 Section 6.06. Limitation on Suits. 

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 

(a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 

(b) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to
pursue the remedy; 
 (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense; 
 (d) the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and 

(e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the
Trustee a direction inconsistent with the request. 
 A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
 Section 6.07. Rights of Holders of
Notes to Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08. Collection Suit by Trustee.

 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to
recover a judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest
and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

Section 6.09. Trustee May File Proofs of Claim. 

The Trustee is authorized to 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 (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to an Issuer or
any of the Subsidiary Guarantors (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and
any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under

  

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any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

Section 6.10. Priorities. 

If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation,
expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 Second: to
Holders of Notes for amounts due and unpaid on the Notes for principal, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and interest,
respectively; and 
 Third: to the Issuers or the Subsidiary Guarantors or to such other party as a court of competent
jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes 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 a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by
a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 

ARTICLE 7 

TRUSTEE 

Section 7.01. Duties of Trustee. 

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

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

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(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, in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). 
  

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 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 
 (i) this paragraph does not limit the
effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) 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 any provision of this Indenture relating to the time, method and place of conducting any proceeding or remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under
this Indenture. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such
Holder shall have offered and, if requested, provide to the Trustee security or indemnity satisfactory to it against any claim, loss, liability or expense. 

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

Section 7.02. Rights of Trustee. 

(a) Subject to the provisions of Section 7.01(a) hereof, the Trustee may conclusively rely upon 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, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the
correctness of such opinion. 
 (b) Before the Trustee acts or refrains from acting in the administration of this Indenture, it
may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon. 
 (c) The Trustee may execute any of its trusts or powers or perform any duties under this Indenture
either directly by or through agents or attorneys, and may in all cases pay, subject to reimbursement as provided herein, such reasonable compensation as it deems proper to all such agents and attorneys employed or retained by it, and the Trustee
shall not be responsible for any misconduct or negligence of any agent or attorney appointed with due care. 
 (d) The Trustee
shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

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

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 (f) 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 unless such Holders shall have offered and, if requested, provide to the Trustee security or indemnity satisfactory to it against the claims, costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction. 
 (g) The Trustee is not required to make any
inquiry or investigation into facts or matters stated in any document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further
inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers. 
 (h) The Trustee is
not required to take notice or shall not be deemed to have notice of any Default or Event of Default hereunder except Defaults or Events of Default under Sections 6.01(a) and 6.01(b) hereof, unless a Responsible Officer of the Trustee has actual
knowledge thereof or has received notice in writing of such Default or Event of Default from the Issuers or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, and in the absence of any such notice, the Trustee
may conclusively assume that no such Default or Event of Default exists. 
 (i) The Trustee is not required to give any bond or
surety with respect to the performance of its duties or the exercise of its powers under this Indenture. 
 (j) Under no
circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Notes. 
 (k) In the
event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, each representing less than the aggregate principal amount of Notes outstanding required to take any action hereunder, the
Trustee, in its sole discretion may determine what action, if any, shall be taken. 
 (l) The Trustee’s immunities and
protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and
protections and right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation of removal, the discharge of this Indenture and final payments of the Notes. 

(m) The permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or duty to do
so. 
 (n) Except for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for
any information in any offering memorandum, disclosure material or prospectus distributed with respect to the Notes. 
 (o) The
Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding as to the time, method, and place of conducting
any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture. 
 (p)
Subject to Section 7.01(d), whether or not therein expressly so provided, every provision of this Indenture relating to the conduct of, or affecting the liability of, or affording protection to the Trustee shall be subject to the provisions of
this Section 7.02. 
 (q) Any action taken, or omitted to be taken, by the Trustee in good faith, pursuant to this
Indenture upon the request or authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon all future Holders of that Note and upon
securities executed and delivered in exchange therefore or in place thereof. 
  

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 Section 7.03. Individual Rights of Trustee. 

The Trustee in its commercial banking or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Issuers, any Subsidiary Guarantors or any Affiliate of the Company with the same rights it would have if it were not Trustee. Any Affiliate of the Trustee or Agent may do the same with like rights and duties. However, in the event that the Trustee
acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if this Indenture has been qualified under the TIA) as trustee or resign. The Trustee is also subject to Sections 7.10 and
7.11 hereof. 
 Section 7.04. Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes or the
Guarantees, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to an Issuer or upon an Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or
pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05. Notice of Defaults. 

If a Default or Event of Default known to the Trustee occurs, the Trustee shall mail to Holders of Notes a 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 in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 
 Section 7.06. Reports
by Trustee to Holders of the Notes. 
 Within 60 days after each April 15 beginning with the April 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c). 
 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the
Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange. 

Section 7.07. Compensation and Indemnity. 

The Issuers and the Subsidiary Guarantors shall pay to the Trustee from time to time such compensation as shall be agreed upon in writing
between the Issuers and the Trustee for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers and the Subsidiary
Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuers and the Subsidiary Guarantors shall
indemnify each of the Trustee or any successor Trustee against any and all losses, damages, claims, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance
or administration of its duties under this 
  

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Indenture, including the costs and expenses of enforcing this Indenture against either of the Issuers or any Subsidiary Guarantor (including this Section 7.07) and defending itself against
any claim (whether asserted by an Issuer, any Subsidiary Guarantor, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss,
liability or expense may be attributable to its gross negligence or bad faith. The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers
and the Subsidiary Guarantors of their obligations hereunder. The Issuers and the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Subsidiary
Guarantors shall pay the reasonable fees and expenses of such separate counsel; provided that the Issuers and the Subsidiary Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel
acceptable to and approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Issuers and the Trustee in connection with such defense. The Issuers and the Subsidiary Guarantors need not
pay for any settlement made without their consent, which consent shall not be unreasonably withheld. Neither the Issuers nor the Subsidiary Guarantors need reimburse the Trustee for any expense or indemnity against any liability or loss of the
Trustee to the extent such expense, liability or loss is attributable to the negligence or bad faith of the Trustee. 
 The
obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the replacement of the Trustee. 

To secure the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section, the Trustee shall have a Lien (which
it may exercise through right of set-off) prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. 

Section 7.08. Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of Notes of a majority in principal amount
of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if: 

(a) the Trustee fails to comply with Section 7.10 hereof; 

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or

 (d) the Trustee becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuers. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Issuers, any Subsidiary Guarantor or the Holders of Notes of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

  

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

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

 Section 7.09. Successor Trustee by Merger, Etc. 

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the successor Trustee. As soon as practicable, the successor Trustee shall mail a notice of its succession to the Issuers and the Holders of the Notes. 

Section 7.10. Eligibility; Disqualification. 

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 trust powers, 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. 
 This Indenture shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b), provided, however, that there shall be excluded from the operation of TIA Section 310(b)(l) any indenture or
indentures under which other securities or certificates of interest or participation in other securities of the Issuers are outstanding if the requirements of such exclusion set forth in TIA Section 310(b)(l) are met. For purposes of the
preceding sentence, the optional provision permitted by the second sentence of Section 310(b)(9) of the Trust Indenture Act shall be applicable. 

Section 7.11. Preferential Collection of Claims Against Issuers. 

The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. 
 ARTICLE 8  

 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. 

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8. 
 If the Issuers exercise either their Legal
Defeasance or their Covenant Defeasance option, upon satisfaction of all conditions precedent to such Legal Defeasance or Covenant Defeasance each Subsidiary Guarantor will be released and relieved from any obligation under its Subsidiary Guarantee
and any security for the Notes (other than the trust) will be released. 
  

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 Section 8.02. Legal Defeasance and Discharge. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the
Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their respective Obligations and certain other obligations with respect to all outstanding Notes
and Guarantees, as applicable, on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers and the Subsidiary Guarantors shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred
to in clauses (a) and (b) of this sentence below, and to have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on, such Notes when such payments are due, (b) the Issuers’ obligations with respect to such
Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’ and the Subsidiary Guarantors’ obligations in connection therewith and
(d) this Article 8. Subject to compliance with this Article 8, the Issuers may exercise the option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

Section 8.03. Covenant Defeasance. 

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the
Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 3.09, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17, 4.18 and 5.01(a)(iv) hereof and any covenant added to this Indenture subsequent to the Issue Date pursuant to Section 9.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth
below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of Default. 

Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance. 

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 

In order to exercise either Legal Defeasance or Covenant Defeasance: 

(a) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States
dollars, U.S. Government Obligations, or a combination thereof, in such amounts as shall 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 Notes at the Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date; 

 

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 (b) in the case of an election under Section 8.02 hereof, the Issuers
shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue
Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

 (c) in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(d) no Default or Event of Default shall have occurred and be continuing either (i) on the date of such deposit
(other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which shall be applied to such deposit) or (ii) insofar as Sections 6.01(h) and 6.01(i) hereof are concerned, at any
time in the period ending on the 91st day after the date of deposit; 
 (e) such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound; 
 (f) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect
that after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, subject to customary assumptions
and qualifications; 
 (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or the Subsidiary Guarantors or with the intent of defeating, hindering, delaying or defrauding other creditors of the
Issuers; and 
 (h) the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

Section 8.05. Deposited Money and Government Securities to be Held in Trust, Other Miscellaneous Provisions. 

Subject to Section 11.03 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including either Issuer acting as a Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums
due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 

The Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Notes. 
  

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 Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuers from time to time upon the request of the Issuers any money or non-callable U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06. [Intentionally omitted]. 

Section 8.07. Reinstatement. 

If the Trustee or Paying Agent is unable to apply any United States dollars or U.S. Government Obligations in accordance with
Section 8.02 or 8.03 hereof, as the case may be, 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, then the
Issuers’ and the Subsidiary Guarantors’ Obligations under this Indenture, the Notes and the Guarantees, as applicable, shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers or the Subsidiary
Guarantors make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its Obligations, the Issuers and the Subsidiary Guarantors shall be subrogated to the rights of the Holders of such Notes to receive
such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 
 ARTICLE 9 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01. Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Issuers and the Subsidiary Guarantors and the Trustee may amend or supplement
this Indenture, the Guarantees, or the Notes without the consent of any Holder of a Note: 
 (a) to cure any
ambiguity, defect or inconsistency; 
 (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (c) to provide for the assumption of an Issuer’s or a Subsidiary Guarantor’s
obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s assets or to provide for the reorganization of the Company as any other form of entity, pursuant to Article 5
hereof; 
 (d) to add or release Subsidiary Guarantors pursuant to the terms of this Indenture; 

(e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any
right or power conferred upon the Issuers or the Subsidiary Guarantors by this Indenture that does not adversely affect the rights hereunder of any Holder of the Notes, 

(f) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture;

 (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture
under the TIA; 
  

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 (h) to evidence or provide for the acceptance of appointment under this
Indenture of a successor Trustee; 
 (i) to add any additional Events of Default; 

(j) to secure the Notes and/or the Guarantees; 

(k) to comply with the rules of any applicable Depositary; or 

(l) to conform the text of this Indenture or the Guarantees to any provision of the “Description of Notes” in
the Prospectus Supplement to the extent such text of this Indenture or Guarantee was intended to reflect such provision of the “Description of Notes” in the Prospectus Supplement. 

Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the General Partner (in the case of the
Company), and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and the Subsidiary Guarantors), authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 7.02(b) hereof stating that such amended or supplemental indenture complies with this Section 9.01, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

Section 9.02. With Consent of Holders of Notes. 

Except as provided below in this Section 9.02, the Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this
Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Guarantees, and the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Guarantees or the Notes
may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). 

Upon the request of the Issuers accompanied by a resolution of the Board of Directors of the General Partner (in the case of the Company)
and of the Board of Directors of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that any such amended or supplemental indenture
complies with this Section 9.02, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an
amendment, supplement or waiver under this Section becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes
then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any
Notes held by a non-consenting Holder): 
 (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver; 
  

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 (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption or repurchase of the Notes, except as provided above with respect to Sections 3.09, 4.06 and 4.07 hereof; 

(c) reduce the rate of or change the time for payment of interest on any Note; 

(d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes
(except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration); 

(e) make any Note payable in money other than that stated in the Notes; 

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of
Notes to receive payments of principal of or premium, if any, or interest on the Notes (other than as permitted by clause (g) below); 

(g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by the covenants
contained in Sections 3.09, 4.06 and 4.07 hereof); 
 (h) except as otherwise permitted by this Indenture,
release any Subsidiary Guarantor from any of its Obligations under its Guarantee or this Indenture, or change any Guarantee in any manner that would adversely affect the right of Holders; 

(i) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment, supplement and waiver provisions
(except to increase any percentage set forth therein); or 
 (j) modify or change any provision of this Indenture
or the related definitions affecting the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders of the Notes. 

Section 9.03. Compliance with Trust Indenture Act. 

Every amendment or supplement to this Indenture, the Guarantees, or the Notes shall be set forth in an amended or supplemental indenture
that complies with the TIA as then in effect. 
 Section 9.04. Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder
of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder. 
 The Issuers may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at the close of business on
such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such 
  

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amendment, supplement or waiver or revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more
than 90 days after such record date except to the extent that the requisite number of consents to the amendment, supplement or waiver have been obtained within such 90-day period or as set forth in the next paragraph of this Section 9.04.

 After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in
any of clauses (a) through (j) of Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences
the same indebtedness as the consenting Holder’s Note. 
 Section 9.05. Notation or Exchange of Notes. 

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers
in exchange for all Notes may issue and the Trustee shall authenticate new Notes (accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) that reflect the amendment, supplement or waiver. Failure to make the
appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. 
 Section 9.06.
Trustee to Sign Amendments, Etc. 
 The Trustee shall sign any amended or supplemental indenture authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and shall be fully
protected in relying upon in good faith, an Officers’ Certificate of the Company and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 

Section 9.07. Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. After a supplemental indenture becomes effective, the
Issuers shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.07. 

ARTICLE 10  

GUARANTEES 

Section 10.01. Guarantees. 

Subject to the provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers hereunder or
thereunder, that the principal of, premium and interest on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium and interest on the Notes, if any, to the extent lawful and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full, all in accordance with
the terms of this Indenture and the Notes. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately.
The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence
of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any

  

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other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by
applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers,
protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or Subsidiary Guarantors, or any custodian,
trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by any of them to the Trustee or such Holder, these Guarantees, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations
guaranteed hereby. 
 Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of these Guarantees, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of
such right does not impair the rights of the Holders under these Guarantees. 
 Section 10.02. Limitation of Guarantor’s
Liability. 
 Each Subsidiary Guarantor and, by its acceptance hereof, each Holder hereby confirms that it is its intention
that the Guarantee by such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to the Guarantees. To effectuate the foregoing intention, each such Person hereby irrevocably agrees that the Obligation of such Subsidiary Guarantor under its Guarantee under this Article 10 shall be limited to the maximum
amount as shall, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any rights to contribution of such Subsidiary
Guarantor pursuant to any agreement providing for an equitable contribution among such Subsidiary Guarantor and other Affiliates of the Issuers of payments made by guarantees by such parties, result in the Obligations of such Subsidiary Guarantor in
respect of such maximum amount not constituting a fraudulent conveyance. Each Holder, by accepting the benefits hereof, confirms its intention that, in the event of bankruptcy, reorganization or other similar proceeding of either of the Issuers or
any Subsidiary Guarantor in which concurrent claims are made upon such Subsidiary Guarantor hereunder, to the extent such claims shall not be fully satisfied, each such claimant with a valid claim against such Issuer shall be entitled to a ratable
share of all payments by such Subsidiary Guarantor in respect of such concurrent claims. 
 Section 10.03. Execution and Delivery of
Notations of Guarantees. 
 To evidence the Guarantees set forth in Section 10.01 hereof, each Subsidiary Guarantor
hereby agrees that a notation of the Guarantees substantially in the form of Exhibit B shall be endorsed on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor
by one of its Officers. 
 Each Subsidiary Guarantor hereby agrees that the Guarantees set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Guarantees. If an Officer whose signature is on this Indenture or on the notation of Guarantees no longer holds that office at the time the Trustee
authenticates the Note on which the notation of the Guarantees is endorsed, the Guarantees shall be valid nevertheless. 
  

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 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantees set forth in this Indenture on behalf of the Subsidiary Guarantors. 
 Section 10.04.
[Intentionally omitted]. 
 Section 10.05. Releases. 

Concurrently with any sale of assets (including, if applicable, all of the Equity Interests of any Subsidiary Guarantor), any Liens in
favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.07 hereof.
The Guarantee and all other obligations under this Indenture of a Subsidiary Guarantor will be released: (i) in connection with any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by
way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale or other disposition in accordance with
Section 4.07 hereof; or (ii) in connection with any sale or other disposition of all of the Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a
Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; (iii) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee pursuant
to Section 4.13 hereof or a release or discharge of all guarantees by such Subsidiary Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee; or (iv) if the Company designates any
Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; (v) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Company or any other
Subsidiary of the Company; or (vi) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an
obligor with respect to any Indebtedness under any Credit Facility. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the immediately preceding sentence, the Trustee shall execute any documents reasonably required in
order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Guarantee and this Indenture. Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10. 

Section 10.06. “Trustee” to Include Paying Agent. 

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Issuers and be then acting hereunder, the
term “Trustee” as used in this Article 10 shall in such case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as
if such Paying Agent were named in this Article 10 in place of the Trustee. 
 ARTICLE 11  

SATISFACTION AND DISCHARGE 

Section 11.01. Satisfaction and Discharge. 

This Indenture shall upon the request of the Issuers cease to be of further effect (except as to surviving rights of registration of
transfer or exchange of Notes herein expressly provided for, the Issuers’ obligations under Section 7.07 hereof, the Issuers’ rights of optional redemption under Article 3 hereof, and the Trustee’s and the Paying Agent’s
obligations under Section 11.02 and 11.03 hereof) and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: 

(a) either 
  

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 (i) all Notes theretofore authenticated and delivered (other than
(A) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.07 and (B) Notes for whose payment money has been deposited in trust with the Trustee or any Paying Agent and thereafter
paid to the Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or 

(ii) all such Notes not theretofore delivered to the Trustee for cancellation 

(A) have become due and payable; or 

(B) shall become due and payable at their Stated Maturity within one year by reason of the mailing of a notice of
redemption or otherwise, or 
 (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers or any Subsidiary Guarantor, in the case of clause (A), (B) or (C) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in trust for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations or a combination of cash in U.S. dollars and U.S. Government Obligations, in amounts as
will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of
fixed maturity or redemption; 
 (b) no Default or Event of Default shall have occurred and be continuing on the
date of such deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any
of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; and 
 (c) the
Issuers or any Subsidiary Guarantor have paid or caused to be paid all sums then due and payable hereunder by the Issuers; 

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of
the Notes at fixed maturity or the redemption date, as the case may be; and 
 (e) the Issuers have delivered to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, the Issuers’ obligations in Sections 2.03, 2.04, 2.06, 2.07, 2.11,
7.07, 7.08, 11.02, 11.03 and 11.04, and the Trustee’s and Paying Agent’s obligations in Section 11.03 shall survive until the Notes are no longer outstanding. Thereafter, only the Issuers’ obligations in Sections 7.07 and 11.03
shall survive. 
 In order to have money available on a payment date to pay principal (and premium, if any, on) or interest on
the Notes, the U.S. Government Obligations shall be payable as to principal (and premium, if any) or interest at least one Business Day before such payment date in such amounts as shall provide the necessary money. The U.S. Government Obligations
shall not be callable at the issuer’s option. 
  

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 Section 11.02. Application of Trust. 

All money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and, at the written direction of the Issuers,
be invested prior to maturity in U.S. Government Obligations, and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to
the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

 Section 11.03. Repayment of the Issuers. 

The Trustee and the Paying Agent shall promptly pay to the Issuers upon written request any excess money or securities held by them at
any time. 
 Subject to applicable escheat laws, the Trustee and the Paying Agent shall notify the Issuers of, and pay to the
Issuers upon written request, any money held by them for the payment of principal or interest that remains unclaimed for two years after the date upon which such payment shall have become due; provided that the Issuers shall have either
caused notice of such payment to be mailed to each Holder of the Notes entitled thereto no less than 30 days prior to such repayment or within such period shall have published such notice in a financial newspaper of widespread circulation published
in The City of New York, including, without limitation, The Wall Street Journal (national edition). After payment to the Issuers, Holders entitled to the money must look to the Issuers for payment as general creditors unless an applicable
abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease. In the absence of a written request from the Issuers to return unclaimed funds to the Issuers, the
Trustee shall from time to time deliver all unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee.

 Section 11.04. Reinstatement. 

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.01 by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and Subsidiary Guarantors’ Obligations under this
Indenture, the Notes and the Guarantees, as applicable, shall be revived and reinstated as though no deposit has occurred pursuant to Section 11.01 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 11.02, provided, however, that if the Issuers or the Subsidiary Guarantors have made any payment of interest or premium, if any, on or principal of any Notes because of the reinstatement
of their Obligations, the Issuers or such Subsidiary Guarantors shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

ARTICLE 12 

MISCELLANEOUS 

Section 12.01. Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties
shall control. 
 Section 12.02. Notices. 

Any notice or communication by the Issuers or the Trustee to the others is duly given if in writing (in the English language) and
delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: 

If to the Issuers or any Subsidiary Guarantor: 

Penn Virginia Resource Partners, L.P. 

100 Matsonford Road 

Four Radnor Corporate Center, Suite 200 

Radnor, Pennsylvania 19087 

Telecopier No.: (610) 687-3688 

Attention: Chief Financial Officer 
  

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 With a copy to: 

Vinson & Elkins L.L.P 

666 Fifth Avenue, 26th Floor 

New York, New York 10103 

Telecopier No.: (212) 237-0100 

Attention: Allan D. Reiss 

If to the Trustee or Paying Agent: 

Wells Fargo Bank, N.A. 

1445 Ross Avenue, 2nd Floor 

MAC T-5303-022, Dallas, Texas 75202 

Attention: Corporate Trust Services 

Telecopier No.: (214) 777-4086 

The Issuers, any Subsidiary Guarantor or the Trustee, by notice to the others may designate additional or different addresses for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent by facsimile transmission; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 
 Any notice or
communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it. 
 If either of the Issuers mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time. 
 Section 12.03. Communication by Holders of Notes with Other Holders
of Notes. 
 The Trustee is subject to TIA Section 312(b), and Holders may communicate pursuant thereto with other
Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Subsidiary Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 

Section 12.04. Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Issuers or any Subsidiary Guarantor to the Trustee to take any action under this Indenture, the
Issuers or such Subsidiary Guarantors shall furnish to the Trustee: 
 (a) an Officers’ Certificate in form
and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been satisfied; and 
  

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 (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

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

Any certificate or opinion of an Officer of the General Partner, an Issuer or any Subsidiary Guarantor may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations
by, an Officer or Officers of the General Partner, an Issuer or such Subsidiary Guarantor stating that the information with respect to such factual matters is in possession of the General Partner, an Issuer or such Subsidiary Guarantor, unless such
counsel knows, or in the exercise of reasonable care should know, that the certificate of opinion or representations with respect to such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 12.05. Statements
Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 

(a) a statement that the person making such certificate or opinion has read such covenant or condition; 

(b) 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; 
 (c) a statement that, in the opinion of such person, he or
she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

(d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

 Section 12.06. Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules
and set reasonable requirements for its functions. 
  

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 Section 12.07. No Personal Liability of Directors, Officers, Employees and Unitholders and No
Recourse Against General Partner. 
 Neither the General Partner nor any past, present or future director, officer, partner,
member, trustee, employee, incorporator, manager or unitholder or other owner of Equity Interests of the Issuers, the General Partner or any Subsidiary Guarantor, as such, shall have any liability for any Obligations of the Issuers or the Subsidiary
Guarantors under the Notes, this Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 Section 12.08. Governing Law. 

THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES. 

Section 12.09. No Adverse Interpretation of Other Agreements. 

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

Section 12.10. Successors. 

All agreements of the Issuers and the Subsidiary Guarantors in this Indenture, the Notes and the Guarantees shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 Section 12.11. Severability. 

In case any provision in this Indenture, the Notes or the Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 12.12. Counterpart
Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. 
 Section 12.13. Table of Contents, Headings, Etc. 

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

[Signatures on following pages] 
  

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

					
	Issuers:
	
	PENN VIRGINIA RESOURCE PARTNERS, L.P.
		
	By:	 	Penn Virginia Resource GP, LLC
		 	its general partner
		
	By:	 	 /s/ Robert B. Wallace

		 	Name:	 	Robert B. Wallace
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	PENN VIRGINIA RESOURCE FINANCE CORPORATION
		
	By:	 	 /s/ Robert B. Wallace

		 	Name:	 	Robert B. Wallace
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer
	
	Subsidiary Guarantors:
	
	CONNECT ENERGY SERVICES, LLC
	 CONNECT GAS GATHERING, LLC

CONNECT GAS PIPELINE LLC
 CONNECT NGL PIPELINE,
LLC

	 DULCET ACQUISITION LLC

FIELDCREST RESOURCES LLC
 K RAIL
LLC

	 LOADOUT LLC
 PENN
VIRGINIA OPERATING CO., LLC
 PVR CHEROKEE GAS PROCESSING LLC

	 PVR EAST TEXAS GAS PROCESSING, LLC

PVR FINCO LLC
 PVR GAS PIPELINE,
LLC

	 PVR GAS PROCESSING LLC

PVR GAS RESOURCES, LLC
 PVR HAMLN,
LLC

	 PVR HYDORCARBONS LLC

PVR LAVERNE GAS PROCESSING, LLC
 PVR MARCELLUS
GAS GATHERING, LLC

	 PVR MIDSTREAM LLC

PVR NATURAL GAS GATHERING LLC
 PVR NORTH TEXAS
GAS GATHERING, LLC

	 PVR OKLAHOMA NATURAL GAS GATHERING LLC

SUNCREST RESOURCES LLC
 TONEY FORK
LLC

		
	By:	 	 /s/ Robert B. Wallace

		 	Name:	 	Robert B. Wallace
		 	Title:	 	Executive Vice President and
		 		 	Chief Financial Officer


  

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	Trustee:
	
	 WELLS FARGO BANK, N.A.,
as Trustee

		
	By:	 	 /s/ John C. Stohlmann

		 	 Name:
	 	John C. Stohlmann
		 	 Title:
	 	Vice President









 SCHEDULE A 

Schedule of Subsidiary Guarantors 

Connect Energy Services, LLC 
 Connect Gas
Gathering, LLC 
 Connect Gas Pipeline LLC 

Connect NGL Pipeline, LLC 
 Dulcet Acquisition
LLC 
 Fieldcrest Resources LLC 
 K
Rail LLC 
 Loadout LLC 
 Penn
Virginia Operating Co., LLC 
 PVR Cherokee Gas Processing LLC 

PVR East Texas Gas Processing, LLC 
 PVR Finco
LLC 
 PVR Gas Pipeline, LLC 
 PVR Gas
Processing LLC 
 PVR Gas Resources, LLC 

PVR Hamlin, LLC 
 PVR Hydrocarbons LLC

 PVR Laverne Gas Processing LLC 

PVR Marcellus Gas Gathering, LLC 
 PVR
Midstream LLC 
 PVR Natural Gas Gathering LLC 

PVR North Texas Gas Gathering, LLC 
 PVR
Oklahoma Natural Gas Gathering LLC 
 Suncrest Resources LLC 

Toney Fork LLC 







 EXHIBIT A 

(Face of Note) 

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  

 A-1 








 CUSIP: 70788A AA6 

8  
1/4% Senior Notes due 2018 
  

			
	 No.
	  	$

 PENN VIRGINIA RESOURCE
PARTNERS, L.P. 
 and 

PENN VIRGINIA RESOURCE FINANCE CORPORATION 

promise to pay to                      or registered
assigns, the principal sum of                      Dollars of the United States of America on April 15, 2018. 

Interest Payment Dates: April 15 and October 15 of each year 

Record Dates: April 1 and October 1 of each year 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 Unless the certificate of authorization hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit of the Indenture or be valid or obligatory for any purpose. 

 

											
	PENN VIRGINIA RESOURCE PARTNERS, L.P.	 		 	PENN VIRGINIA RESOURCE FINANCE CORPORATION
						
	By:	 		 	 PENN VIRGINIA RESOURCE GP, LLC,

its General Partner
	 		 		 	
					
	By:	 	  
	 		 	By:	 	  

		 	Name:	 		 		 		 	Name:
		 	Title:	 		 		 		 	Title:

 Certificate of Authentication: 

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

WELLS FARGO BANK, N.A., as Trustee 
  

			
	By:	 	  

		 	Authorized Signatory

 Date of
Authentication: 
  

 A-2 








 [Back of Note] 

8  
1/4% Senior Note due 2018 

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

 1. Interest. Penn Virginia Resource Partners, L.P., a Delaware limited partnership (the
“Company”), and Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), promise to pay interest on the principal amount of
this Note at 8  1/4% per annum. The Issuers
will pay interest semi-annually 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”). Interest on the Notes will accrue
from the most recent date to which interest has been paid or, if no interest has been paid, from April 27, 2010; provided that the first Interest Payment Date shall be October 15, 2010. The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect; the Issuers shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest, without regard to any applicable grace periods, from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months. 
 2. Method of Payment. The Issuers will pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of business on the April 1 or October 1 next preceding the applicable Interest Payment Date, even if such Notes are cancelled after such record date and on or before
such Interest Payment Date, except with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Paying Agent maintained for such purpose within the City and State of New York, or,
at the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required
with respect to principal of, interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall 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. 
 3. Paying
Agent and Registrar. Initially, Wells Fargo Bank, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers or any of their
Subsidiaries may act in any such capacity. 
 4. Indenture. The Issuers issued the Notes under an Indenture dated as of
April 27, 2010, as supplemented by that First Supplemental Indenture dated April 27, 2010 (collectively, the “Indenture”) among the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes 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 Note 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 Notes are
unsecured general obligations of the Issuers. 
 The Issuers shall be entitled, subject to its compliance with Section 4.09
of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Initial Notes issued on the Issue Date and any Additional Notes will be treated as a single class for all purposes under the Indenture. 

5. Optional Redemption. Subject to the additional terms and conditions set forth in the Indenture: 

(a) On and after April 15, 2014, the Issuers shall have the option to redeem the Notes, in whole or, from time to
time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at the redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest, if any, to 
  

 A-3 








 
the applicable redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on an Interest Payment Date), if redeemed during the twelve-month
period beginning on April 15 of the years indicated below: 
  

				
	 YEAR
	  	PERCENTAGE	 
	 2014
	  	104.125	% 
	 2015
	  	102.063	% 
	 2016 and thereafter
	  	100.000	% 


(b) On or before April 15, 2014, the Issuers may redeem all or, from time to time, a part of the Notes upon not less
than 30 nor more than 60 days’ prior notice, at a redemption price equal to: 
 (i) 100% of the aggregate
principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date),
plus 
 (ii) the Make Whole Amount. 

“Make Whole Amount” means, with respect to any note at any redemption date, the excess, if any, of (1) an amount equal to
the present value of (a) the redemption price of such note at April 15, 2014 plus (b) the remaining scheduled interest payments on the Notes to be redeemed (subject to the right of holders on the relevant record date to receive
interest due on the relevant interest payment date) to April 15, 2014 (other than interest accrued to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the aggregate principal
amount of the Notes to be redeemed. 
 “Treasury Rate” means, at the time of computation, the yield to maturity
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 redemption date 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, 2014; provided 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 Treasury Rate shall be obtained 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, 2014 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 Treasury Rate shall be calculated on the third business day preceding the redemption date. Any weekly average yields calculated by interpolation will be rounded to the nearest 1/100th of 1%, with any
figure of 1/200th of 1% or above being rounded upward. 
 (c) On or before April 15, 2013, the Issuers may
on any one or more occasions redeem in the aggregate up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture with the Net Cash Proceeds of one or more Equity Offerings at a redemption price
equal to 108.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on a record date to receive interest due on the relevant Interest
Payment Date that is on or prior to the redemption date); provided that 
 (i) at least 65% of the
aggregate principal amount of Notes issued under the Indenture remains outstanding after each such redemption; and 

(ii) any redemption occurs within 90 days after the closing of such Equity Offering (without regard to any over-allotment
option). 
 6. Mandatory Redemption. The Issuers shall not be required to make mandatory redemption payments with respect
to the Notes. 
  

 A-4 








 7. Repurchase at Option of Holder. Subject to the additional terms and conditions set
forth in the Indenture: 
 (a) If there is a Change of Control, each Holder of Notes will have the right to
require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes (the “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount of
the Notes repurchased plus accrued and unpaid interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of
Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination
purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. 

(b) If the Issuers or any Restricted Subsidiary of the Company consummates an Asset Sale, in certain circumstances
specified in Section 4.07 of the Indenture the Issuers shall commence a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those
set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon, to the date of purchase
in accordance with the procedures set forth in the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
 8. Notice of Redemption. Notice
of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption unless the Issuers defaults in making such
redemption payment. 
 9. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 above such amount thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the portion of any Note being redeemed in part that is not being redeemed. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of
a notice of redemption or during the period between a record date and the corresponding Interest Payment Date. 
 10. Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 
 11. Amendment, Supplement
and Waiver. Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, and any
existing default or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any
Holder of a Note, the Indenture, the Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the
assumption of an Issuer’s or a Subsidiary Guarantor’s obligations to Holders of the Notes in case of a merger or 
  


 A-5 








 
consolidation or sale of all or substantially all of such Issuer’s assets, to add or release Subsidiary Guarantors pursuant to the terms of the Indenture, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the rights under the Indenture of any such
Holder, to provide for the issuance of additional Notes in accordance with the limitations set forth in the Indenture, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, to add additional Events of Default or to secure the Notes and/or the Guarantees. 

12. Defaults and Remedies. Events of Default include in summary form: (i) default for 30 days in the payment when due of
interest on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply (for 30 days in the case of a failure to comply that
is capable of cure) with Sections 4.06, 4.07 or 5.01 of the Indenture; (iv) failure by the Company to comply with any of its other agreements in the Indenture for 60 days (or 180 days in the case of a Reporting Failure) after notice to the
Issuers by the Trustee or to the Issuers and Trustee by Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of the Company (or the payment of which is guaranteed by an Issuer or any Restricted Subsidiary of the Company), whether such
Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace
period provided in such Indebtedness on the date of such default (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; provided, that so long as the
outstanding Notes have not been accelerated, if within a period of 60 days from the continuation of such default under such other Indebtedness beyond the applicable grace period or the occurrence of such acceleration of such other Indebtedness, as
the case may be, any such default is cured or waived or any such acceleration rescinded, or such other Indebtedness is repaid (other than as a result of any such acceleration), such Event of Default shall be automatically rescinded, so long as such
rescission does not conflict with any judgment or decree; (vi) the failure by the Company or any Restricted Subsidiary of the Company to pay final judgments by courts of competent jurisdiction aggregating in excess of $20.0 million, which
judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Guarantee of a Subsidiary Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for
any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (ix) certain events of bankruptcy or insolvency
with respect to an Issuer, the General Partner or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. If any Event of
Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall declare all the Notes to be due and payable. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to an Issuer or the General Partner, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

 The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal or premium, if any, of the
Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default. 
  

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 13. Trustee Dealings with Company. The Trustee, in its commercial banking or any
other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

14. No Personal Liability of Directors, Officers, Employees and Unitholders and No Recourse Against General Partner. Neither the
General Partner nor any past, present or future director, officer, partner, employee, incorporator, manager or unitholder or other owner of Equity Interests of the Issuers, the General Partner or any Subsidiary Guarantor, as such, shall have any
liability for any Obligations of the Issuers or the Subsidiary Guarantors under the Notes, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 15.
Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 

16. 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). 

17. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or
as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. 

Requests may be made to: 

Penn Virginia Resource Partners, L.P. 

100 Matsonford Road 

400 Radnor Corporate Center, Suite 200 

Radnor, Pennsylvania 19087 

Attention: Investor Relations 
  

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 [FORM OF ASSIGNMENT] 

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: 

 

	
	  

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

	(Print or type name, address and zip code of assignee)


and irrevocably appoint
                                         
                                    to transfer this Note on the books of
the Issuers. The agent may substitute another to act for him. 
  

							
	Date:                             
                                         
   	 		 	Your Signature:	 	  

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


Signature Guarantee* 

 

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: 


(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
(iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee. 
  

 A-8 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Issuers pursuant to Sections 3.09 and 4.07 or Section 4.06 of the Indenture,
check the box below: 
  ̈  Sections 3.09 and
4.07                                         
            ̈  Section 4.06 

If you want to elect to have only part of the Note purchased by the Issuers pursuant to Sections 3.09 and 4.07 or Section 4.06 of
the Indenture, state the amount you elect to have purchased (must be an integral multiple of $1,000; provided that the no Notes of $2,000 or less shall be redeemed in part.): 

$                         
        
  

							
	Date:                             
                                         
   	 		 	Your Signature:	 	  

				
	Date:                             
                                         
   	 		 	Your Signature:	 	  

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


Signature Guarantee* 

 

	*	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the following recognized signature Guarantee Programs: 


(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MNSP);
(iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Trustee. 
  

 A-9 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of
another Global Note or Certificated Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	 Signature of
authorized signatory
of Trustee or
Note
Custodian
	  	 Amount of decrease
in Principal amount
of this Global
Note
	  	 Amount of increase
in Principal amount
of this Global
Note
	  	 Principal amount
of this Global Note
following
such
decrease or increase

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

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

  


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 EXHIBIT B 

FORM OF GUARANTEE NOTATION 

Subject to the limitations set forth in the Indenture (the “Indenture”) referred to in the Note upon which this notation
is endorsed, each of the entities listed on Schedule A thereto (hereinafter referred to as the “Subsidiary Guarantors,” which term includes any successor or additional Subsidiary Guarantor under the Indenture) has unconditionally
guaranteed that the principal of, premium and interest on the Notes shall be promptly paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the
overdue principal of, premium and interest on the Notes, if any, to the extent lawful and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full. 

This Guarantee Notation is subject to the limitations set forth in the Indenture, including Article 10 thereof. 

No past, present or future member, manager, stockholder, partner, officer, employee, director or incorporator of the Subsidiary
Guarantors shall have any personal liability under this Guarantee by reason of his or its status as such director, officer, partner, employee, incorporator, manager or unitholder or other owner of Equity Interests. 

The Guarantee shall be binding upon each Subsidiary Guarantor and its 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 by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof. 
 Each Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication on the Note upon which this notation of Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. 

The Subsidiary Guarantors may be released from their Guarantees upon the terms and subject to the conditions provided in the Indenture.

  

 B-1 









			
	 Subsidiary Guarantors:

	
	CONNECT ENERGY SERVICES, LLC
	 CONNECT GAS GATHERING, LLC

	 CONNECT GAS PIPELINE LLC

	 CONNECT NGL PIPELINE, LLC

	 DULCET ACQUISITION LLC

	 FIELDCREST RESOURCES LLC

	 K RAIL LLC

	 LOADOUT LLC

	 PENN VIRGINIA OPERATING CO., LLC

	 PVR CHEROKEE GAS PROCESSING LLC

	 PVR EAST TEXAS GAS PROCESSING, LLC

	 PVR FINCO LLC

	 PVR GAS PIPELINE, LLC

	 PVR GAS PROCESSING LLC

	 PVR GAS RESOURCES, LLC

	 PVR HAMLN, LLC

	 PVR HYDORCARBONS LLC

	 PVR LAVERNE GAS PROCESSING, LLC

	 PVR MARCELLUS GAS GATHERING, LLC

	 PVR MIDSTREAM LLC

	 PVR NATURAL GAS GATHERING LLC

	 PVR NORTH TEXAS GAS GATHERING, LLC

	 PVR OKLAHOMA NATURAL GAS GATHERING LLC

	 SUNCREST RESOURCES LLC

	 TONEY FORK LLC

		
	By:	 	  

		 	Name:
		 	Title:


  

 B-2 








 ANNEX A 

PENN VIRGINIA RESOURCE PARTNERS, L.P. 

PENN VIRGINIA RESOURCE FINANCE CORPORATION 

and 
 the
Subsidiary Guarantors named herein 
  
  

8  
1/4% SENIOR NOTES DUE 2018 
  

 
  

 
 FORM OF
SUPPLEMENTAL INDENTURE 
 DATED AS OF
                     ,          

 
  

WELLS FARGO BANK, N.A., 

Trustee 
  

 







 This SUPPLEMENTAL INDENTURE, dated as of
                         ,              is among Penn Virginia
Resource Partners, L.P., a Delaware limited partnership (the “Company”), Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co” and, together with the Company, the
“Issuers”), each of the parties identified under the caption “Subsidiary Guarantors” on the signature page hereto (the “Subsidiary Guarantors”) and Wells Fargo Bank, N.A., a national banking
association, as Trustee. 
 RECITALS 

WHEREAS, the Issuers, the initial Subsidiary Guarantors and the Trustee entered into an Indenture, dated as of
April 27, 2010, as supplemented by that First Supplemental Indenture dated April 27, 2010 (as so supplemented, the “Indenture”), pursuant to which the Issuers have issued $300,000,000 in principal amount of
8  1/4% Senior Notes due 2018 (the
“Notes”); 
 WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary
Guarantors and the Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of the Holders of the Notes; and 

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable
constituent documents) of the Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Subsidiary Guarantors and the Trustee, in accordance with its
terms, have been duly done and performed; 
 NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration
of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall
be construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This Supplemental
Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Subsidiary Guarantors and the Trustee. 

ARTICLE 2 
 From
this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.

 ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed
(mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02. 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. 
  

 A-2 








 Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.04. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 

[NEXT PAGE IS SIGNATURE PAGE] 
  

 A-3 








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

			
	PENN VIRGINIA RESOURCE PARTNERS, L.P.
		
	By:	 	Penn Virginia Resource GP, LLC
		 	its general partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	PENN VIRGINIA RESOURCE FINANCE CORPORATION
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EACH GUARANTOR SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	WELLS FARGO BANK, N.A., as Trustee
		
	By:	 	  

		 	Name:
		 	Title:


  

 A-4