Exhibit
4.2


 


Execution
Version


 


COTERRA
ENERGY INC.


 


AND


 


U.S.
BANK NATIONAL ASSOCIATION,


 


as
Trustee


 


4.375%
Senior Notes due 2024


 


3.90%
Senior Notes due 2027


 


4.375%
Senior Notes due 2029


 





 



 


FIRST
SUPPLEMENTAL INDENTURE


 


Dated
as of October 7, 2021


 


to
the


 


INDENTURE


 


Dated
as of October 7, 2021


 





 



 



    


     


    

 


TABLE
OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I
    SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE NOTES	4
	 	 	 
	SECTION 1.1.	Scope
    of Supplemental Indenture; General	4
	SECTION 1.2.	Applicability
    of Sections of the Base Indenture	4
	SECTION 1.3.	Form,
    Dating and Terms	5
	SECTION 1.4.	Additional
    Notes	6
	 	 	 
	ARTICLE II
    CERTAIN DEFINITIONS	6
	 	 	 
	SECTION 2.1.	Certain
    Definitions	6
	 	 	 
	ARTICLE III
    REDEMPTION	13
	 	 	 
	SECTION 3.1.	Optional
    Redemption	13
	SECTION 3.2.	Sinking
    Fund; Mandatory Redemption	13
	SECTION 3.3.	Redemption
    Provisions	13
	 	 	 
	ARTICLE IV
    COVENANTS	13
	 	 	 
	SECTION 4.1.	Limitation
    on Liens	13
	SECTION 4.2.	Change
    of Control	14
	SECTION 4.3.	Reports	15
	 	 	 
	ARTICLE V
    DEFAULTS AND REMEDIES	15
	 	 	 
	SECTION 5.1.	Events
    of Default	15
	SECTION 5.2.	Acceleration
    of Maturity; Rescission and Annulment	17
	SECTION 5.3.	Limitation
    on Suits	18
	SECTION 5.4.	Control
    by Majority	19
	SECTION 5.5.	Collection
    Suit by Trustee	19
	SECTION 5.6.	Compensation
    and Reimbursement	19
	 	 	 
	ARTICLE VI
    SATISFACTION AND DISCHARGE; DEFEASANCE	19
	 	 	 
	SECTION 6.1.	Satisfaction
    and Discharge	19
	SECTION 6.2.	Legal
    Defeasance	21
	SECTION 6.3.	Covenant
    Defeasance	21
	SECTION 6.4.	Conditions
    to Legal Defeasance or Covenant Defeasance	22
	SECTION 6.5.	Deposited
    Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	23
	SECTION 6.6.	Reinstatement	24




 






    


     


    

 


	ARTICLE VII
    AMENDMENT, SUPPLEMENT AND WAIVER	24
	 	 	 
	SECTION 7.1.	Without
    Consent of Holders	24
	SECTION 7.2.	With
    Consent of Holders	25
	SECTION 7.3.	Limitations	25
	SECTION 7.4.	Compliance
    with Trust Indenture Act	26
	SECTION 7.5.	Revocation
    and Effect of Consents	26
	SECTION 7.6.	Notation
    on or Exchange of Notes	27
	SECTION 7.7.	Trustee
    Protected	27
	SECTION 7.8.	Effect
    of Supplemental Indenture	27
	 	 	 
	ARTICLE VIII
    MISCELLANEOUS	27
	 	 	 
	SECTION 8.1.	Governing
    Law	27
	SECTION 8.2.	No
    Personal Liability of Directors, Officers, Employees and Stockholders	27
	SECTION 8.3.	Successors	28
	SECTION 8.4.	Multiple
    Originals	28
	SECTION 8.5.	Variable
    Provisions	28
	SECTION 8.6.	Severability	28
	SECTION 8.7.	Trust
    Indenture Act Controls	28
	SECTION 8.8.	Table
    of Contents; Headings	28
	SECTION 8.9.	No
    Adverse Interpretation of Other Agreements	28
	SECTION 8.10.	Ratification
    and Incorporation of Base Indenture	28
	SECTION 8.11.	Benefits
    of Supplemental Indenture	28
	 	 	 
	Appendix
    A	Provisions
    Relating to Initial Notes, Additional Notes and Exchange Notes	 
	 	 	 
	EXHIBIT A-1	Form of
  2024 Note	 
	EXHIBIT A-2	Form of
  2027 Note	 
	EXHIBIT A-3	Form of
  2029 Note	 




 






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FIRST SUPPLEMENTAL INDENTURE
dated as of October 7, 2021 (“Supplemental Indenture”) by and between COTERRA ENERGY INC., a Delaware corporation
(as further defined in the Base Indenture referred to below, the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a
national banking association, as trustee (as further defined in the Base Indenture, the “Trustee”), supplementing the
Indenture dated as of October 7, 2021 by and between the Company and the Trustee (the “Base Indenture” and, as
supplemented by this Supplemental Indenture, the “Indenture”).


 


Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of Notes (as defined herein):


 


WHEREAS, the Company has duly
authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Company’s Securities
to be issued in one or more series as in the Indenture provided;


 


WHEREAS, Section 901 of
the Base Indenture provides that the Company and the Trustee may, without the consent of any Securityholder, enter into a supplemental
indenture to (i) in accordance with clause (8) thereof, provide for the issuance of and establish the form and terms and conditions
of Securities of any series as permitted by the Base Indenture; and (ii) in accordance with clause (5) thereof, to add to, change,
or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change,
or elimination (x) will neither (A) apply to any Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect
to such provision or (y) will become effective only when there is no such Security Outstanding;


 


WHEREAS, the Company has entered
into that certain Agreement and Plan of Merger, dated as of May 23, 2021 (as amended on June 29, 2021, the “Merger
Agreement”), by and among the Company, Double C Merger Sub, Inc., a wholly owned Subsidiary of the Company (“Merger
Sub”) and Cimarex Energy Co. (“Cimarex”) pursuant to which on October 1, 2021, Merger Sub merged with
and into Cimarex (the “Merger”), with Cimarex surviving the Merger as a Subsidiary of the Company;


 


WHEREAS, in connection with
the Merger Agreement, pursuant to an Offering Memorandum and Consent Solicitation Statement, dated as of September 8, 2021 (the “Offering
Memorandum”), the Company has offered certain eligible holders of Cimarex’s 4.375% Senior Notes due 2024, Cimarex’s
3.90% Senior Notes due 2027 and Cimarex’s 4.375% Senior Notes due 2029 (collectively, the “Cimarex Notes”) to
exchange any and all of their Cimarex Notes for new securities of a corresponding series issued by the Company (the “Exchange
Offers”);


 


WHEREAS, in connection with
the Exchange Offers, the Company has duly authorized the issuance of each of its 4.375% Senior Notes due 2024 (the “2024 Notes”),
its 3.90% Senior Notes due 2027 (the “2027 Notes”) and its 4.375% Senior Notes due 2029 (the “2029 Notes”)
as a series of Securities under the Base Indenture; and in connection therewith, there being no Securities Outstanding at the time of
execution and delivery of this Supplemental Indenture, the Company has duly determined to make, execute and deliver this Supplemental
Indenture to set forth the terms and provisions of each series of Notes (as defined below) as required by the Base Indenture and to add
to, change and eliminate certain provisions of the Base Indenture in respect thereof;


 






    


     


    

 


WHEREAS, the Company desires
and has requested the Trustee to join it in the execution and delivery of this Supplemental Indenture in order to establish the form and
terms of, and to provide for the issuance by the Company of, three series of Securities designated as its 4.375% Senior Notes due 2024,
3.90% Senior Notes due 2027 and 4.375% Senior Notes due 2029, substantially in the form attached hereto as Exhibit A-1, Exhibit A-2
and Exhibit A-3, respectively, on the terms set forth herein;


 


WHEREAS, the Company now wishes
to issue $705,495,000 aggregate principal amount of the 2024 Notes (the “Initial 2024 Notes”);


 


WHEREAS, the Company now wishes
to issue $687,217,000 aggregate principal amount of the 2027 Notes (the “Initial 2027 Notes”);


 


WHEREAS, the Company now wishes
to issue $433,171,000 aggregate principal amount of the 2029 Notes (the “Initial 2029 Notes”, together with the Initial
2024 Notes and the Initial 2027 Notes, the “Initial Notes”, and, together with any Additional Notes (as defined below)
of any applicable series issued pursuant to Section SECTION 1.4 of this Supplemental Indenture and any Exchange Notes
of any applicable series, the “Notes”);


 


WHEREAS, the conditions set
forth in the Base Indenture for the execution and delivery of this Supplemental Indenture have been complied with;


 


WHEREAS, all things necessary
have been done to make each series of Notes, when executed by the Company and authenticated and delivered by the Trustee or a duly authorized
authenticating agent, as in the Base Indenture provided, when the Notes have been so executed, authenticated and delivered, the valid
and legally binding obligations of the Company; and


 


WHEREAS, all things necessary
have been done to make this Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and
a valid amendment of, and supplement to, the Base Indenture;


 


NOW, THEREFORE:


 


In consideration of the premises
and the acceptance of the applicable series of Notes (as defined herein) by the Holders thereof, the Company covenants and agrees with
the Trustee, for the equal and ratable benefit of the Holders of each applicable series of Notes, that the Base Indenture is supplemented
and amended, to the extent expressed herein, as follows:


 


ARTICLE I


 


SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE
NOTES


 


SECTION 1.1.       Scope
of Supplemental Indenture; General. This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces,
the provisions of the Base Indenture, to which provisions reference is hereby made.


 


The changes, modifications and
supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms
of, and shall be deemed expressly included in this Supplemental Indenture solely for the benefit of, the 2024 Notes (which shall be initially
in the aggregate principal amount of $705,495,000), the 2027 Notes (which shall be initially in the aggregate principal amount of $687,217,000)
and the 2029 Notes (which shall be initially in the aggregate principal amount of $433,171,000).


 


SECTION 1.2.       Applicability
of Sections of the Base Indenture. Except as expressly specified hereby, each of the provisions of the Base Indenture shall apply
to the Notes.


 






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SECTION 1.3.       Form,
Dating and Terms.


 


(a)            General.
The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The aggregate principal
amount of (i) the Initial 2024 Notes initially authorized for authentication and delivery pursuant to this Supplemental Indenture
is limited to $705,495,000, (ii) the Initial 2027 Notes initially authorized for authentication and delivery pursuant to this Supplemental
Indenture is limited to $687,217,000 and (iii) the Initial 2029 Notes initially authorized for authentication and delivery pursuant
to this Supplemental Indenture is limited to $433,171,000 (except, in each case, for Notes authenticated and delivered upon registration
or transfer of, or in exchange for, or in lieu of other Notes pursuant to Sections 4.2(c) and 7.6 of this Supplemental
Indenture, Sections 2.1(c) and 2.1(d) of Appendix A of this Supplemental Indenture and Sections 304, 305, 306
and 1107 of the Base Indenture). Pursuant to this Supplemental Indenture, there is hereby created and designated three series of Securities
under the Indenture entitled, respectively, “4.375% Senior Notes due 2024,” “3.90% Senior Notes due 2027,” and
 “4.375% Senior Notes due 2029.”


 


In addition, the Company may
issue, from time to time subsequent to the Issue Date in accordance with the provisions of the Indenture, additional notes of any series
of the Initial Notes or the Exchange Notes issued in exchange for the Initial Notes (such notes, the “Additional Notes”)
of the same series as such Notes.


 


The Initial Notes or the Exchange
Notes, as applicable, and the Additional Notes of the same series shall be considered collectively as a single class of the applicable
series for all purposes of the Indenture. Holders of the Initial Notes or the Exchange Notes, as applicable, and the Additional Notes
of the same series shall vote and consent together as a single class on all matters to which such Holders are entitled to vote or consent
as a series of Securities, and none of the Holders of the Initial Notes or the Exchange Notes, as applicable, or the Additional Notes
of the same series shall have the right to vote or consent as a separate class or series on any matter to which such Holders are entitled
to vote or consent.


 


Initial Notes, Exchange Notes
and Additional Notes of a series shall be initially issued substantially in the form of Exhibit A-1, Exhibit A-2
or Exhibit A-3, as applicable, and initially issued as Global Notes, duly executed by the Company and authenticated by the
Trustee as provided herein and in the Base Indenture. The aggregate principal amount of any Global Notes may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee.





 


Any of the Notes may have such
letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture
or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance,
or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


The terms and provisions contained
in the form of Note attached as Exhibit A-1, Exhibit A-2 and Exhibit A-3, as applicable, hereto shall
constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company and the Trustee, by their execution and
delivery of this 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 the Indenture, the provisions of the Indenture shall govern and be
controlling.


 


The Company shall pay principal
of, premium, if any, and interest on each series of Notes in money of the United States that at the time of payment is legal tender for
payment of public and private debts. Payments on each series of Notes shall be payable at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City of New York. Payments in respect of Notes represented by a Global Note registered
in the name of or held by the Depositary or its nominee (including principal, premium, if any, and interest) shall be made by wire transfer
of immediately available funds to the accounts specified by the Depositary or pursuant to Applicable Procedures of the Depositary. The
Company shall make all payments in respect of a Definitive Note (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof as such address shall appear on the in the Security Registrar’s books; provided,
however, that payments on each series of Notes represented by Definitive Notes may also be made, in the case of a Holder of at
least $1,000,000 aggregate principal amount of each series of Notes represented by Definitive Notes, by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due
date for payment (or such other date as the Trustee may accept).


 






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Additional provisions relating
to the Initial Notes, Additional Notes, Exchange Notes and any other Notes issued under this Supplemental Indenture are set forth in Appendix
A, which is hereby incorporated in and made a part of this Supplemental Indenture. Solely with respect to the Notes but not any other
series of Securities which may be issued under the Base Indenture, the provisions of Section 205 of the Base Indenture are hereby
deleted and replaced with the provisions of Appendix A.


 


(b)            Denominations.
Each series of Notes shall be issuable only in fully registered form, without coupons, and only in denominations of $2,000 or integral
multiples of $1,000 in excess thereof.


 


SECTION 1.4.     Additional
Notes.


 


With respect to any Additional
Notes, there shall be set forth or determined in an Officers’ Certificate delivered to the Trustee or established in one or more
indentures supplemental to this Supplemental Indenture, prior to the issuance of such Additional Notes:


 


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


 


(2)            the
issue price and the issue date of such Additional Notes, including the date from which interest shall accrue and the first Interest Payment
Date therefor.


 


ARTICLE II


 


CERTAIN
DEFINITIONS


 


SECTION 2.1.       Certain
Definitions. Section 101 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical
order which, in the event of a conflict with the definition of terms in the Base Indenture, shall supersede and replace the corresponding
definitions in the Base Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base
Indenture. The rules of construction set forth in Section 101 of the Base Indenture shall be applied hereto as if set forth
in full herein, except that unless the context indicates otherwise, references in this Supplemental Indenture to an Article or Section refer
to an Article or Section of this Supplemental Indenture, as the case may be.


 


“2024 Notes Par Call Date” means
March 1, 2024.


 


“2027 Notes Par Call Date” means
February 15, 2027.


 


“2029 Notes Par Call Date” means
December 15, 2028.


 


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


 


“Business Day”
means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required
by law to close.


 


“Capital Stock”
of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including, without limitation, any preferred stock and limited liability company or partnership
interests (whether general or limited) of such Person, but excluding any debt securities convertible or exchangeable into such equity.


 






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“Change of Control”
means:


 


(1)            any
 “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person
or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire,
whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total
voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of
its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company
held by a parent entity, if such person or group “beneficially owns” (as defined above), directly or indirectly, more than
50% of the voting power of the Voting Stock of such parent entity); provided, however, that a person or group shall not
be deemed the beneficial owner of (a) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such
person or group until such tendered securities are accepted for purchase or exchange thereunder or (b) any securities the beneficial
ownership of which (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation and
(ii) is not then reportable on Schedule 13D (or any successor schedule) under the Exchange Act, if applicable; or


 


(2)            during
any period of two consecutive years, individuals who at the beginning of such period constituted the Company’s Board of Directors
(together with any new directors whose election or appointment by such Board of Directors or whose nomination for election by the shareholders
of the Company was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of
the Company’s Board of Directors then in office; or


 


(3)            the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act); or


 


(4)            the
adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.


 


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


 


“Comparable Treasury
Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed (assuming, for this purpose, that the Notes matured on the applicable Par
Call Date for such series) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of a comparable maturity to the remaining term of the applicable series of the Notes.


 


“Comparable Treasury
Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Company obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Consolidated Net Tangible
Assets” means at any date of determination, the total amount of assets of the Company and its Subsidiaries (less applicable
depreciation and valuation reserves and other reserves and items deductible from the gross book value of specific asset accounts under
GAAP) after deducting therefrom:


 


(1)            all
current liabilities (excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor
thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current maturities
of Funded Debt); and


 


(2)            the
value of all goodwill, trade names, trademarks, patents, and other like intangible assets, all as set forth on the Company’s consolidated
balance sheet as of a date no earlier than the date of the Company’s latest available annual or quarterly consolidated financial
statements prepared in accordance with GAAP.


 






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“Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


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


 


“Depositary”
means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter
appointed by the Company.


 


“Exchange Note”
means notes issued in a registered exchange offer pursuant to the Registration Rights Agreement.


 


“Funded Debt”
means, in respect of any Person, all Indebtedness Incurred by such Person, which matures, or is renewable by such Person to a date, more
than one year after the date as of which Funded Debt is being determined.


 


“Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:


 


(1)            to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise); or


 


(2)            entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” will not include
endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding
meaning.


 


“Holder”
means a Person in whose name a Note is registered on the Security Registrar’s books.


 


“Incur” means
issue, create, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person
existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be
Incurred by such Subsidiary at the time it becomes a Subsidiary; and the terms “Incurred” and “Incurrence” have
meanings correlative to the foregoing.


 


“Indebtedness”
means, with respect to any Person on any date of determination, any obligation of such Person, whether contingent or otherwise, for the
repayment of borrowed money and any Guarantee thereof.


 


“Independent Investment
Banker” means one of the Reference Treasury Dealers appointed by us.


 


“Investment Grade Rating”
means a rating equal to or higher than (1) Baa3 (or the equivalent) with a stable or better outlook by Moody’s Investors Service, Inc.
and (2) BBB- (or the equivalent) with a stable or better outlook by Standard & Poor’s; or if either such entity ceases
to rate the applicable series of Notes for reasons outside of the Company’s control, the equivalent investment grade rating from
another nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company.


 






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“Issue Date”
means October 7, 2021, the date Notes are first issued under the Indenture.


 


“Lien” means,
with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, 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, any lease in the nature thereof, any option or other agreement to sell
or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction. For the avoidance of doubt, in no event shall (1) an operating lease be deemed to constitute a Lien
and (2) a contract that would not be considered a capital lease pursuant to GAAP prior to the effectiveness of Accounting Standards
Codification 842 be deemed to constitute a Lien.


 


“Par Call Date”
means the 2024 Notes Par Call Date, the 2027 Notes Par Call Date and the 2029 Notes Par Call Date, as applicable.


 


“Permitted Liens”
means, with respect to any Person:


 


(1)            any
Lien in favor of the Trustee for the benefit of the Trustee or the Holders of the applicable series of Notes or otherwise securing the
Notes of such series, or Liens on funds held in trust for the benefit of third parties;


 


(2)            pledges
or deposits or other security made or provided by such Person under workers’ compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases
to which such Person is a party, or deposits to secure public, regulatory or statutory obligations of such Person or deposits of cash
or Cash Equivalents to secure performance, surety, appeal or similar bonds to which such Person is a party, or deposits as security for
contested taxes or import or customs duties or for the payment of rent;


 


(3)            Liens
imposed by law, including, without limitation, carriers’, warehousemen’s, suppliers’, mechanics’, materialmen’s,
repairmen’s and similar Liens arising in the ordinary course of business;


 


(4)            Liens
for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good
faith by appropriate negotiations or proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;


 


(5)            Liens
in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of
and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit
do not constitute Indebtedness;


 


(6)            Liens
on property to secure (i) all or any portion of the cost of acquiring, constructing, altering, improving, or repairing any property
or assets, real or personal, or improvements used in connection with such property, and (ii) Indebtedness incurred by the Company
or any Subsidiary to provide funds for the activities set forth in clause (i) above; provided that the aggregate principal
amount of Indebtedness secured by such Liens does not exceed the cost of the assets or property so acquired, constructed or improved and
such Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not encumber any
other assets or property of the Company or any Subsidiary other than such assets or property and assets affixed or appurtenant thereto;


 


(7)            judgment
Liens; provided that any such judgment Lien (i) has not and does not, together with other judgment Liens, give rise to an
Event of Default and (ii) is adequately bonded (or any reserve or other appropriate provision as is required in conformity with GAAP
has been made therefor) and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have
not been finally terminated or the period within which such proceedings may be initiated has not expired;


 






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(8)            Liens
on property, assets or Capital Stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such
Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided
further, however, that any such Lien may not extend to any other property or assets owned by the Company or any other Subsidiary;


 


(9)            Liens
on property, assets or Capital Stock of a Person at the time the Company or a Subsidiary acquired the property, asset or Capital Stock,
including any acquisition by means of a merger or consolidation with or into the Company or any Subsidiary; provided, however,
that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further,
however, that such Liens may not extend to any other property or asset owned by the Company or any Subsidiary;


 


(10)            Liens
securing Indebtedness or other obligations of a Subsidiary owing to the Company or any other Subsidiary;


 


(11)            Liens
under industrial revenue, municipal or similar bonds;


 


(12)            any
Lien resulting from the deposit of moneys or evidence of Indebtedness in trust for the purpose of defeasing or discharging Indebtedness
of the Company or any Subsidiary; and


 


(13)            Liens
securing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify (or successive refinancings, refundings, replacements,
amendments, extensions or modifications), as a whole or in part, Indebtedness that was previously so secured pursuant to clauses
(6), (8), (9) or (13) of this definition, provided that any such Lien is limited to all or part of the same property or assets
(plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements
under which the original Lien arose, could secure) the Indebtedness being refinanced, refunded, replaced, amended, extended or modified.


 


“Rating Agencies”
means S&P Global Ratings, a division of S&P Global, Inc. and Moody’s Investors Service, Inc. or if Standard &
Poor’s or Moody’s Investors Service, Inc. or both shall not make a rating on the Notes of the applicable series publicly
available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as evidenced by
a resolution of the Company’s Board of Directors) which shall be substituted for Standard & Poor’s or Moody’s
Investors Service, Inc. or both, as the case may be.


 


“Ratings Decline”
means a decrease in the ratings of the Notes of the applicable series by one or more gradations (including gradations within categories
as well as between rating categories) by each of the Rating Agencies such that the rating of the Notes of such series by each of the Rating
Agencies falls below an Investment Grade Rating on any date from the date of the public notice of an arrangement that could result in
a Change of Control until the end of the 30-day period following public notice of the occurrence of the Change of Control (which 30-day
period will be extended so long as the rating of such the Notes of the applicable series is under publicly announced consideration for
possible downgrade by either of the Rating Agencies and the other Rating Agency has either downgraded, or publicly announced that it is
considering downgrading, the Notes of such series).


 


“Reference Treasury
Dealer” means at least one primary U.S. Government securities dealer in The City of New York as the Company shall select.


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day in
The City of New York preceding such Redemption Date.


 


“Registration Rights
Agreement” means (i) the registration rights agreement, dated as of the Issue Date among the Company and the dealer managers
party thereto and (ii) with respect to any Additional Notes, one or more substantially similar registration rights agreements among
the Company and the other parties thereto, as such agreements may be amended from time to time.


 









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“SEC” means
the United States Securities and Exchange Commission.


 


“Standard &
Poor’s” means S&P Global Ratings, or its successor.


 


“Stated Maturity”
means, with respect to any security or Indebtedness, the date specified in such security or Indebtedness as the fixed date on which the
payment of principal of such security or Indebtedness is due and payable, including, without limitation, pursuant to any mandatory redemption
provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally
scheduled for the payment thereof.


 


“Treasury Rate”
means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.


 


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


 


“Voting Stock”
of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors,
managers or trustees, as applicable.


 






    11


     


    

 


In addition to the terms defined
above, the following terms are defined in this Supplemental Indenture where indicated below:


 


	
    Term
	
    Defined
    in Section

	“Additional Notes”	1.3(a)
	“Agent Members”	2.1(c) of Appendix A
	“Applicable Procedures”	1.1(a) of Appendix A
	“Change of Control Offer”	4.2(b)
	“Change of Control Payment”	4.2(b)(1)
	“Change of Control Payment Date”	4.2(b)(2)
	“Change of Control Triggering Event”	4.2(a)
	“Clearstream”	1.1(a) of Appendix A
	“covenant defeasance”	7.3(a)
	“defeasance trust”	7.4(1)
	“Definitive Note”	1.1(a) of Appendix A
	“Definitive Notes Legend”	2.2(e) of Appendix A
	“Distribution Compliance Period”	1.1(a) of Appendix A
	“ERISA Legend”	2.2(e) of Appendix A
	“Euroclear”	1.1(a) of Appendix A
	“Event of Default”	6.1(a)
	“Global Note”	2.1(b) of Appendix A
	“Global Notes Legend”	2.2(e) of Appendix A
	“IAI”	1.1(a) of Appendix A
	“IAI Global Note”	2.1(b) of Appendix A
	“Indenture”	Preamble
	“Initial Notes”	Recitals
	“legal defeasance”	7.2(a)
	“Notes”	Recitals
	“Notes Custodian”	1.1(a) of Appendix A
	“OID Notes Legend”	2.2(e) of Appendix A
	“QIB”	1.1(a) of Appendix A
	“Registered Exchange Offer”	1.1(a) of Appendix A
	“Regulation S”	1.1(a) of Appendix A
	“Regulation S Global Note”	2.1(b) of Appendix A
	“Regulation S Notes”	2.1(a) of Appendix A
	“Restricted Notes Legend”	2.2(e)(i) of Appendix A
	“Rule 144”	1.1(a) of Appendix A
	“Rule 144A”	1.1(a) of Appendix A
	“Rule 144A Global Note”	2.1(b) of Appendix A
	“Rule 144A Notes”	2.1(a) of Appendix A
	“Successor Company”	5.1(a)(1)
	“Supplemental Indenture”	Preamble 
	“Transfer Restricted Notes”	1.1(a) of Appendix A
	“Unrestricted Global Note”	1.1(a) of Appendix A
	“U.S. person”	1.1(a) of Appendix A






 






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ARTICLE III


 


REDEMPTION


 


SECTION 3.1.       Optional
Redemption. Except as described in clauses (a) and (b) below, the Notes of an applicable series are not redeemable at the
Company’s option prior to their final Stated Maturity.


 


(a)            Before
the applicable Par Call Date for such series, the Notes of each series may be redeemed at the Company’s option, at any time in whole
or from time to time in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, upon not less than
10 nor more than 60 days’ notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes
to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes
to be redeemed that would have become due after the Redemption Date if such Notes matured on the applicable Par Call Date for such series
but for the redemption (not including any portion of such payments of interest accrued to, but not including, the Redemption Date) discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year comprising twelve 30-day months) at the Treasury Rate plus (A) 25
basis points (in the case of the 2027 Notes and the 2029 Notes) or (B) 50 basis points (in the case of the 2024 Notes), plus, in
each case, interest accrued on the applicable Notes to, but not including, the Redemption Date (provided that interest payments due on
or prior to the Redemption Date will be paid to the record Holders of such Notes on the relevant record date). The Company may instruct
the Trustee in writing to send the notice of redemption in the name of and at the Company’s expense provided the Trustee receives
such written instruction at least five days (or such shorter time as the Trustee may agree) prior to the date such notice of redemption
is to be sent. The Company shall provide the Trustee an Officer’s Certificate and Opinion of Counsel in connection with any redemption.


 


(b)            On
or after the applicable Par Call Date for such series, the Notes of each series may be redeemed at the Company’s option, at any
time in whole or in part, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal
amount of the Notes to be redeemed plus interest accrued thereon to, but not including, the Redemption Date (provided that interest payments
due on or prior to the Redemption Date will be paid to the record Holders of such Notes on the relevant record date).


 


SECTION 3.2.       Sinking
Fund; Mandatory Redemption. The Company is not required to make mandatory redemption payments or sinking fund payments with respect
to the Notes. Accordingly, Article XII of the Base Indenture shall not apply to the Notes.


 


SECTION 3.3.       Redemption
Provisions. Notwithstanding anything herein to the contrary, notices may be mailed (or to the extent permitted or required by Applicable
Procedures or regulations with respect to Global Notes, sent electronically) more than 60 days prior to a Redemption Date if the notice
is issued in connection with a covenant defeasance or legal defeasance with respect to any series of Notes or a satisfaction and discharge
of the Indenture with respect to any series of Notes. Notice of any redemption may, at the Company’s discretion, be subject to one
or more conditions precedent. A notice of redemption need not set forth the exact redemption price but only the manner of calculation
thereof.


 


ARTICLE IV


 


COVENANTS


 


Sections 704 and 1006 of the
Base Indenture shall not apply to the Notes. The following covenants in this Article IV are for the benefit of Holders of
the Notes.


 


SECTION 4.1.       Limitation
on Liens. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, Incur, or suffer
or permit to exist, any Lien securing Funded Debt (other than Permitted Liens) upon any of its property or assets (including, without
limitation, Capital Stock of Subsidiaries), or income or profits therefrom, whether owned on the Issue Date or acquired after that date,
unless contemporaneously with the creation, Incurrence or assumption of such Lien effective provision is made to secure the Indebtedness
due under the Indenture and each series of the Notes equally and ratably with (or senior in priority to in the case of Liens with respect
to Funded Debt that is expressly subordinated to the Notes) the Funded Debt secured by such Lien for so long as such Funded Debt is so
secured.








 


Notwithstanding the preceding
paragraph, the Company may, and may permit any Subsidiary of the Company to, directly or indirectly, create, Incur, or suffer or
permit to exist, any Lien securing Funded Debt without securing each series of the Notes; provided that the aggregate principal
amount of such Funded Debt secured by such Lien, together with the aggregate outstanding principal amount of all other Funded Debt of
the Company and of any Subsidiary of the Company secured by any Liens (other than Permitted Liens), does not at the time such Funded Debt
is created, Incurred or assumed exceed 15% of Consolidated Net Tangible Assets at such time.


 






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SECTION 4.2.       Change
of Control.


 


(a)            If
a Change of Control occurs and is accompanied by a Ratings Decline of any series of the Notes (together, a “Change of Control
Triggering Event”), unless the Company has exercised its right to redeem all of the Notes of such series pursuant to Section 3.1
of this Supplemental Indenture, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000
or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes of such series at a purchase price in cash equal to
101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date).


 


(b)            Within
30 days following any Change of Control Triggering Event, unless the Company has exercised its right to redeem all of the Notes of any
series pursuant to Section 3.1 of this Supplemental Indenture, the Company will mail (or to the extent permitted or required
by Applicable Procedures or regulations with respect to Global Notes, send electronically) a notice (the “Change of Control Offer”)
to each Holder of the Notes of the applicable series, with a copy to the Trustee, stating:


 


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


 


(2)            the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such later date
as is necessary to comply with the requirements under the Exchange Act) (the “Change of Control Payment Date”); provided
that the Change of Control Payment Date may not occur prior to the Change of Control Triggering Event; and


 


(3)            the
procedures determined by the Company, consistent with the Indenture, that a Holder must follow in order to have its Notes of such series
repurchased.


 


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


 


(1)            accept
for payment all Notes of the applicable series or portions of Notes of the applicable series (of $2,000 or an integral multiple of $1,000
in excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(2)            deposit,
to the extent not previously deposited for such purpose, with the Paying Agent an amount equal to the Change of Control Payment in respect
of all Notes of the applicable series or portions of such Notes so tendered; and


 


(3)            deliver
or cause to be delivered to the Trustee the Notes, to the extent not previously delivered for such purpose, so accepted and an Officers’
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.


 


Upon Company Request, the Paying
Agent will promptly mail (or to the extent permitted or required by Applicable Procedures or regulations with respect to Global Notes,
send electronically) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate
and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof. The Paying Agent will deliver the Change of Control Payment for Global Notes in immediately available
funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Global Note.


 


The Change of Control provisions
described in this Section 4.2 will be applicable whether or not any other provisions of the Indenture are applicable.


 


(d)            The
Company will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change
of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Supplemental Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change
of Control Offer.


 


(e)            The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to this Section 4.2. To the extent that the provisions
of any securities laws or regulations conflict with provisions of the Indenture, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations described in the Indenture by virtue of the conflict.


 






    14


     


    

 



 


SECTION 4.3.     Reports.


 


(a)            The
Company will furnish or file with the Trustee, within 15 days after it files the same with the SEC, copies of the annual reports and the
information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations
prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If the Company
is not subject to the requirements of Section 13 or 15(d) of the Exchange Act, the Company will furnish to all Holders of the
Notes and bona fide prospective purchasers of the Notes designated by the Holders of the Notes, promptly on their request, the
information required to be delivered pursuant to Rule 144A(d)(4) promulgated under the Securities Act. For purposes of this
covenant, the Company will be deemed to have furnished such reports and information to, or filed such reports and information with, the
Trustee and the Holders of Notes and bona fide prospective purchasers as required by this covenant if it has filed such reports
or information with the SEC via the EDGAR filing system or otherwise made such reports or information publicly available on a freely accessible
page on the Company’s website; provided, however, that the Trustee shall have no obligation whatsoever to determine
whether or not such reports and information have been filed or have been posted on such website.


 


(b)            On
and after the date on which the Indenture has been qualified under the Trust Indenture Act, the Company also shall comply with the other
provisions of Trust Indenture Act § 314(a).


 


(c)            The
Company will deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute
a Default, unless such Default has been cured or waived before the end of such 30-day period, their status and what action the Company
is taking or proposing to take in respect thereof.


 


(d)            Delivery
of any reports, information and documents to the Trustee is for informational purposes only and receipt of such reports and documents
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise,
the Company’s compliance with the covenants under this Indenture or the Notes or with respect to any reports or other documents
filed with the SEC through the EDGAR system or any website under this Indenture.


 


ARTICLE V


 


DEFAULTS
AND REMEDIES


 


SECTION 5.1.     Events
of Default. Solely with respect to the Notes, Section 501 of the Base Indenture is hereby amended and restated as follows:


 


“(a)     Each
of the following is an “Event of Default” with respect to each series of the Notes:


 






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(1)            default
in any payment of interest on any Note of such series when due, continued for 30 days;


 


(2)            default
in the payment of principal of or premium, if any, on any Note of such series when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise;


 


(3)            failure
by the Company to comply with its obligations under Article VIII of the Base Indenture;


 


(4)            failure
by the Company to comply for 60 days after notice as provided below with its other agreements contained in this Supplemental Indenture,
the Base Indenture (as it relates to the applicable series of Notes) or the Notes of such series;


 


(5)            default
under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for
money borrowed by the Company (or the payment of which is guaranteed by the Company), other than Indebtedness owed to a Subsidiary, whether
such Indebtedness or guarantee now exists or is created after the Issue Date, which default:


 


(A)           is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period
provided in such Indebtedness (“payment default”); or


 


(B)            results
in the acceleration of such Indebtedness prior to its 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 is an outstanding uncured payment default or the maturity of
which has been and remains so accelerated, aggregates $150.0 million or more;


 


(6)            the
Company, pursuant to or within the meaning of any Bankruptcy Law:


 


(A)           commences
a voluntary case or voluntary proceeding;


 


(B)            consents
to the entry of a judgment, decree or order for relief against it in an involuntary case or involuntary proceeding;


 


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


 


(D)            makes
a general assignment of substantially all of its property for the benefit of its creditors;


 


(E)            transmits
its written or oral consent to or acquiescence in the institution of a bankruptcy proceeding or other collective proceeding for relief
by or against its creditors generally;


 






    16


     


    

 


(F)            takes
any corporate action to authorize or effect any of the foregoing; or


 


(G)            takes
any comparable action under any foreign laws relating to insolvency; or


 


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


 


(A)            is
for relief in an involuntary case against the Company, pursuant to or within the meaning of the Bankruptcy Law;


 


(B)            appoints
a Custodian for all or substantially all of the property of the Company, pursuant to or within the meaning of the Bankruptcy Law;


 


(C)            orders
the winding up or liquidation of the Company, pursuant to or within the meaning of the Bankruptcy Law;


 


and in case of (A), (B) or (C),
the order or decree remains unstayed or not dismissed and in effect for 60 days following the entry, issuance or effective date thereof.


 


(b)            Notwithstanding
Section 5.1(a), a default under Section 5.1(a)(4) will not constitute an Event of Default until the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes of such series notify the Company in writing of the default
and the Company does not cure such default within the time specified in Section 5.1(a)(4) after receipt of such notice.
Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”


 


SECTION 5.2.    Acceleration
of Maturity; Rescission and Annulment. Solely with respect to the Notes, Section 502 of the Base Indenture is hereby amended
and restated as follows:


 


“If an Event of Default
(other than an Event of Default described in Section 5.1(a)(6) or (7)) occurs and is continuing, the Trustee by
written notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes of such series by written
notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal, premium, if any,
and accrued and unpaid interest, if any, on all the Notes of such series to be due and payable. Such notice must specify the Event of
Default and state that such notice is a “Notice of Acceleration.” Upon such a declaration, such principal, premium, if any,
and accrued and unpaid interest will be due and payable immediately.


 


In the event of a declaration
of acceleration of the Notes of any series because an Event of Default described in Section 5.1(a)(5) has occurred and
is continuing, the declaration of acceleration of the Notes of any series shall be automatically annulled if the default triggering such
Event of Default pursuant to Section 5.1(a)(5) shall be remedied or cured by the Company or waived by the Holders of
the relevant Indebtedness within 20 days after the written notice of declaration of acceleration of the applicable series of Notes with
respect thereto is received by the Company and if (1) the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction and (2) all, existing Events of Default, except nonpayment of principal,
premium, if any, or interest on the Notes of any series that became due solely because of the acceleration of such Notes, have been cured
or waived.


 






    17


     


    

 


If an Event of Default pursuant
to Section 5.1(a)(6) or (7) occurs and is continuing, the principal, premium, if any, and accrued and unpaid
interest on all the Notes of such series will become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holders.


 


At any time after a declaration
of acceleration, but before a judgment or decree for the payment of the money due has been obtained by the Trustee, the Holders of a majority
in principal amount of the outstanding Notes of any series by notice to the Trustee and the Company (including, without limitation, waivers
and consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) may waive all past Defaults or Events
of Default with respect to the Notes of such series and may rescind and annul such declaration of acceleration and its consequences; provided
that (i) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing
Events of Default, other than nonpayment of the principal of, premium, if any, and interest on the Notes of such series that have become
due solely by such declaration of acceleration, have been cured or waived.”


 


SECTION 5.3.     Limitation
on Suits. Solely with respect to the Notes, Section 507 of the Base Indenture is hereby amended and restated as follows:


 


“Subject to Section 601
of the Base Indenture, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the
rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee
reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal,
premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes of any series unless:


 


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


 


(2)            Holders
of at least 25% in principal amount of the then outstanding Notes of such series have requested the Trustee to pursue the remedy;


 


(3)            such
Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;


 


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


 


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


 






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SECTION 5.4.     Control
by Majority. Solely with respect to the Notes, Section 512 of the Base Indenture is hereby amended and restated as follows:


 


“The Holders of a majority
in principal amount of the outstanding Notes of each series are given the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. In the event an Event
of Default has occurred and is continuing, the Trustee will be required in the exercise of its powers to use the degree of care that a
prudent person would use under the circumstances in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction
that conflicts with law, the Indenture or the Notes of any series, or that the Trustee determines in good faith is unduly prejudicial
to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture,
the Trustee will be entitled to security or indemnification satisfactory to it in its sole discretion against all losses and expenses
caused by taking or not taking such action.”


 


SECTION 5.5.     Collection
Suit by Trustee. Solely with respect to the Notes, Section 503 of the Base Indenture is hereby amended and restated as follows:


 


“If an Event of Default
specified in clauses (1) or (2) of Section 5.1(a) occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest
on any unpaid interest to the extent lawful) and the amounts provided for in Section 607 of the Base Indenture.”


 


SECTION 5.6.     Compensation
and Reimbursement. Section 607(b) of the Base Indenture is hereby amended to add the phrase “with counsel satisfactory
to Trustee” in the following sentence:


 


“The Trustee may elect
to have separate counsel defend the claim, but the Company shall be obligated to pay the reasonable fees and expenses of such separate
counsel only if the Company fails to assume the Trustee’s defense with counsel satisfactory to Trustee or there is a conflict of
interest between the Company, on the one hand, and the Trustee, on the other hand, with respect to the claim, as reasonably determined
by the Trustee.”


 


ARTICLE VI


 


SATISFACTION
AND DISCHARGE; DEFEASANCE


 


Sections 401, 402, 1301, 1302,
1303, 1304, 1305 and 1306 of the Base Indenture shall not apply to the Notes. Solely with respect to the Notes, any reference in the Base
Indenture to Sections 401, 402, 1301, 1302, 1303, 1304, 1305 and 1306 of the Base Indenture shall instead be deemed to refer to Sections
6.1, 6.5 and 6.6, 6.2, 6.4, 6.5 and 6.6, 6.3, 6.4 or 6.5 and 6.6,
respectively, of this Supplemental Indenture; and the reference to Article IV or XIII in the Base Indenture shall be
deemed to refer to Article VI of this Supplemental Indenture.


 


SECTION 6.1.     Satisfaction
and Discharge. This Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be discharged and will cease to
be of further effect as to all Notes of any series issued thereunder, when either:


 






    19


     


    

 


(1)            all
such Notes of such series that have been authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced or
paid and Notes for whose payment money has been deposited in trust) have been delivered to the Trustee for cancellation; or


 


(2)            (A) all
such Notes of such series not theretofore delivered to the Trustee for cancellation:


 


(i)            have
become due and payable by reason of the making of a notice of redemption or otherwise,


 


(ii)            will
become due and payable within one year, or


 


(iii)            are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company,


 


and the Company, in the case of (i),
(ii) or (iii) above, has irrevocably deposited or caused to be deposited with such Trustee, as trust funds in trust solely for
the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient,
without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not theretofore
delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption,
as the case may be;


 


(B)            the
Company has paid or caused to be paid all sums payable by the Company with respect to Notes of such series under the Indenture;


 


(C)            the
Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes of such series
at maturity or the Redemption Date, as the case may be; and


 


(D)            the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject
to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied.


 


Notwithstanding the satisfaction and discharge
of this Supplemental Indenture and the Base Indenture (as it relates to the Notes), the obligations of the Company to the Trustee under
Section 607 of the Base Indenture, the obligations of the Trustee or the Company to any authenticating agent under the Indenture
and, if money shall have been deposited with the Trustee pursuant to Section 6.1(2) of this Supplemental Indenture, the
rights and obligations referred to in Section 6.2(a)(1) and (2) below and the obligations of the Trustee
under Section 606 of the Base Indenture, Sections 6.5 and 6.6 of this Supplemental Indenture and Section 603 of
the Base Indenture shall survive such satisfaction and discharge.


 






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SECTION 6.2.     Legal
Defeasance.


 


(a)            Subject
to Section 6.4 of this Supplemental Indenture, the Company may, at its option and at any time, elect to have all of its obligations
under the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes) discharged with respect to any series
of the outstanding Notes issued under this Supplemental Indenture (“legal defeasance”). For this purpose, legal defeasance
means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes of any
series, which shall thereafter be deemed to be “outstanding” only for the purposes of Sections 6.5 and 6.6 of
this Supplemental Indenture and the other Sections of the Indenture referred to in (1) and (2) below, and to have satisfied
all of its other obligations under such Notes, the Supplemental Indenture and the Indenture (as it relates to the Notes) (and the Trustee,
on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged hereunder:


 


(1)            the
rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes of such series when such
payments are due, solely out of the trust referred in Section 6.4 of this Supplemental Indenture;


 


(2)            the
Company’s obligations with respect to the Notes of such series under Article III of the Base Indenture concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and Sections 305 and 1002 of the Base Indenture concerning the
maintenance of an office or agency for payment and money for Note payments held in trust;


 


(3)            the
rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and


 


(4)            the
provisions of this Section 6.2.


 


(b)            If
the Company exercises its legal defeasance option, payment of the Notes of the applicable series may not be accelerated because of an
Event of Default with respect to the Notes of such series.


 


(c)            The
Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option as set forth in
Section 6.3 of this Supplemental Indenture.


 


SECTION 6.3.     Covenant
Defeasance.


 


(a)            Subject
to Section 6.4 of this Supplemental Indenture, the Company at any time may discharge its obligations under Sections 4.1,
4.2 and 4.3 of this Supplemental Indenture and Section 1004 of the Base Indenture and the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere in the Indenture to any such covenant or by reason of any reference in any such covenant to any other
provision in the Indenture or in any other document and such omission to comply with such covenants shall no longer constitute a Default
or an Event of Default under Section 5.1(a)(4) of this Supplemental Indenture (“covenant defeasance”)
with respect to any series of Notes.


 






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(b)            If
the Company exercises its covenant defeasance option, payment of the Notes of the applicable series may not be accelerated because of,
and a Default or Event of Default shall no longer be deemed to exist as a result of or to arise out of, an Event of Default specified
in Sections 5.1(a)(4) (as such clause relates to Sections 4.1, 4.2 and 4.3 of this Supplemental Indenture
and Section 1004 of the Base Indenture) or Section 5.1(a)(5).


 


SECTION 6.4.     Conditions
to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the exercise of either legal defeasance or covenant
defeasance with respect to the outstanding Notes of any series:


 


(1)            the
Company shall have irrevocably deposited in trust (the “defeasance trust”) with the Trustee money or U.S. Government
Obligations for the payment of principal, premium, if any, and interest on the Notes of the applicable series to redemption or maturity,
as the case may be;


 


(2)            the
Company shall have delivered to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their
opinion (or if nationally recognized independent accounting firms no longer routinely express such opinions, a certificate from the chief
financial officer of the Company expressing his or her opinion) that the payments of principal and interest when due and without reinvestment
on the deposited U.S. Government Obligations plus any deposited money without investment shall provide cash at such times and in such
amounts as shall be sufficient to pay principal, premium, if any, and interest when due on all the Notes of the applicable series to maturity
or redemption, as the case may be;


 


(3)            no
Event of Default with respect to the applicable series of Notes shall have occurred and be continuing on the date of such deposit (other
than Events of Default arising out of the incurrence of Liens on Funded Debt all or a portion of the proceeds of which are to be used
to fund such deposit);


 


(4)            such
legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, the Indenture (insofar
as it relates to any series of Securities other than the Notes of the applicable series) or any other material agreement or instrument
to which the Company is a party or by which the Company is bound (other than the Indenture);


 


(5)            in
the case of legal defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions
and exclusions) in the United States stating that (i) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (ii) since the date of the Indenture 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 applicable series
of Notes shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and legal defeasance and
shall be subject to Federal income tax on the same amount, in the same manner and at the same times as would have been the case if such
deposit and legal defeasance had not occurred;


 






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(6)            in
the case of covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel (subject to customary assumptions
and exclusions) in the United States to the effect that the Holders of the applicable series of Notes shall not recognize income, gain
or loss for Federal income tax purposes as a result of such deposit and covenant defeasance and shall be subject to Federal income tax
on the same amount, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not
occurred; and


 


(7)            the
Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, together stating that all conditions
precedent to the covenant defeasance or legal defeasance with respect to the Notes of the applicable series as set forth in this Section 6.4
have been complied with.


 


Upon satisfaction of the conditions
set forth herein and upon Company Request, the Trustee shall acknowledge in writing the discharge of those obligations that the Company
terminates.


 


Notwithstanding the provisions
of Sections 6.2, 6.3 and 6.4 of this Supplemental Indenture, the Company’s obligations in Sections 305, 601,
603, 607, 610, 1002 and 1003 of the Base Indenture and Sections 6.5 and 6.6 of this Supplemental Indenture shall survive
until the Notes have been paid in full. Thereafter, the Company’s obligations in Section 607 of the Base Indenture and Sections
6.5 and 6.6 of this Supplemental Indenture shall survive.


 


SECTION 6.5.     Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions. Subject to the provisions of the last paragraph
of Section 1003 of the Base Indenture, all money and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section 6.5 and Section 6.6, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 6.1
or Section 6.4(1) in respect of any Notes shall be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and the Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its
own Paying Agent or any Subsidiary or Affiliate of the Company) as the Trustee may determine, to the Holders of such Notes, of all sums
due and to become due thereon in respect of principal and any premium and interest, but money and U.S. Government Obligations so held
in trust need not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify
the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to
Section 6.1 or Section 6.4(1) 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 outstanding Notes.


 


Anything in this Article VI
to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 6.1 or Section 6.4(1) with respect to any Notes
which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the satisfaction and discharge
or legal defeasance or covenant defeasance, as the case may be, with respect to such Notes.


 






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SECTION 6.6.     Reinstatement.
If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article VI
by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the obligations of the Company under this Supplemental Indenture, the Base Indenture (as it
relates to the Notes) and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VI
until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with
this Article VI; provided, however, that if the Company has made any payment of interest on or principal of
any Notes of any series because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes of the applicable series to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.


 


ARTICLE VII


 


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Article IX of the Base
Indenture shall not apply to the Notes.


 


SECTION 7.1.     Without
Consent of Holders. Notwithstanding Sections 7.2 and 7.3, without the consent of any Holder of Notes, the Company and
the Trustee may amend or supplement this Supplemental Indenture, the Base Indenture (as it relates to the Notes) and the Notes of any
series to:


 


(1)            cure
any ambiguity, omission, defect or inconsistency;


 


(2)            provide
for the assumption by a successor entity of the obligations of the Company under this Supplemental Indenture, the Base Indenture (as it
relates to the Notes) or the Notes in accordance with Article VIII of the Base Indenture;


 


(3)            provide
for or facilitate the issuance of uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code);


 


(4)            add
Guarantees with respect to the Notes;


 


(5)            secure
the Notes;


 


(6)            add
covenants of the Company or another obligor under this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the
Notes, as the case may be, or Events of Default for the benefit of the Holders of the Notes or to make changes that would provide additional
rights to the Holders of the Notes or to surrender any right or power conferred upon the Company or another such obligor;


 


(7)            make
any change that does not adversely affect the legal or contractual rights of any Holder under this Supplemental Indenture, the Base Indenture
(as it relates to the Notes) or the Notes;


 






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(8)            evidence
and provide for the acceptance of an appointment under this Supplemental Indenture or the Base Indenture (as it relates to the Notes)
of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms
of the Indenture;


 


(9)            provide
for the issuance of Additional Notes permitted to be issued under this Supplemental Indenture and the Base Indenture (as it relates to
the Notes);


 


(10)            comply
with the rules of any applicable securities depositary; or


 


(11)            conform
the text of this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes to any provision of the section
of the Company’s Offering Memorandum dated September 8, 2021 entitled “Description of the New Cabot Notes” to the
extent that such provision in the “Description of the New Cabot Notes” was intended to be a verbatim recitation of a provision
of the Indenture (as it relates to the Notes) or the Notes.


 


SECTION 7.2.     With
Consent of Holders. Except as set forth in Sections 7.1 and 7.3, the Company and the Trustee may change, modify, amend
or supplement this Supplemental Indenture, the Base Indenture (as it relates to the Notes and any other Securities issued thereunder)
and the Notes and any past default or compliance with any provisions may be waived with the consent (including, for the avoidance of
doubt, consents obtained in connection with a purchase of, or tender offer or exchange for, such Securities) of (i) the Holders
of not less than a majority in principal amount of all outstanding Securities issued under the Indenture voting as a single class or
(ii) if fewer than all of the series of outstanding debt securities issued under the Indenture are affected by such change, modification,
amendment, supplement or waiver, the Holders of not less than a majority in principal amount of the outstanding Securities of all series
so affected by such change, modification, amendment, supplement or waiver voting as a single class.


 


The consent of the Holders of
an affected series of Notes is not necessary under the Indenture to approve the particular form of any proposed amendment, supplement
or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment,
supplement or waiver under the Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not
be rendered invalid by such tender. After an amendment, supplement or waiver under the Indenture for which the consent of the Holders
of Notes of an affected series is required becomes effective, the Company is required to mail (or to the extent permitted or required
by Applicable Procedures or regulations with respect to Global Notes, send electronically) to the Holders of Notes of such series a notice
briefly describing such amendment, supplement or waiver. However, the failure to give such notice to all the Holders of Notes of such
series, or any defect in the notice will not impair or affect the validity of any amendment, supplement or waiver.


 


SECTION 7.3.     Limitations.
Notwithstanding Section 7.2, without the consent of each Holder of an outstanding Note affected, no amendment, supplement
or waiver may (with respect to any Notes of each such affected series held by a non-consenting Holder):


 


(1)            reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 






    25


     


    

 


(2)            reduce
the stated rate of interest or extend the stated time for payment of interest on any Note;


 


(3)            reduce
the principal of or extend the Stated Maturity of any Note;


 


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


 


(5)            reduce
the premium payable upon the redemption or repurchase of any Note of any series or change the time at which any Note may be redeemed or
repurchased as described under Section 4.2 or Article III, whether through an amendment or waiver of Section 4.2,
Article III, related definitions or otherwise (except amendments to the definitions of “Change of Control” or
 “Change of Control Triggering Event”);


 


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


 


(7)            impair
the right of any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due
dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or


 


(8)            make
any change in the amendment or waiver provisions which require each Holder’s consent.


 


SECTION 7.4.     Compliance
with Trust Indenture Act. Every amendment to this Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes
of any series shall be set forth in a supplemental indenture hereto that complies with the Trust Indenture Act as then in effect. The
Trustee shall have no responsibility or liability for whether this Supplemental Indenture, the Base Indenture, the Notes, or any amendment
to any of them complies with the Trust Indenture Act or the Company’s compliance with the Trust Indenture Act.


 


SECTION 7.5.     Revocation
and Effect of Consents. Until an amendment or waiver becomes effective, a consent to it by a Holder of Notes of the applicable series
is a continuing consent by the Holder and every subsequent Holder of the Notes of such series or portion of such Notes that evidences
the same debt as the consenting Holder’s Note or Notes of such series, even if notation of the consent is not made on any such Note.
However, any such Holder or subsequent Holder may revoke the consent as to his Notes or portion of such Notes of the applicable series
if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.


 


Any amendment or waiver once
effective shall bind every Holder of Notes of the applicable series affected by such amendment or waiver unless it is of the type described
in any of the clauses of Section 7.3. In that case, the amendment or waiver shall bind each Holder of a Note who has consented
to it and every subsequent Holder of a Note of the applicable series or portion of a Note that evidences the same debt as the consenting
Holder’s Note of such series.


 






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The Company may, but shall not
be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other
action described above or required or permitted to be taken pursuant to this Supplemental Indenture or the Base Indenture (as it relates
to the Notes). If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders of
Notes at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke
any consent previously given or to take any such action, whether or not such Persons continue to be Holders of Notes after such record
date.


 


SECTION 7.6.     Notation
on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment or waiver on the Notes. The Company in exchange
for the Notes may issue and the Trustee shall authenticate upon Company Request new Notes that reflect the amendment or waiver.


 


SECTION 7.7.     Trustee
Protected. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article VII if the
amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may but need not sign it. In signing any amendment, supplement or waiver the Trustee shall be entitled to receive security and
indemnity reasonably satisfactory to it and to receive, and (subject to Sections 601 and 603 of the Base Indenture) shall be fully protected
in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized
or permitted by this Supplemental Indenture, that such amendment, supplement or waiver is the legal, valid and binding obligation of
the Company, enforceable against it in accordance with its terms, subject to customary exceptions, and is permitted pursuant to the Indenture.


 


SECTION 7.8.     Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture under this Article VII, the Indenture (including
this Supplemental Indenture) shall be modified in accordance therewith, and such supplemental indenture shall form a part of the Indenture
for all purposes; and every Holder of Notes of the applicable series theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


 


ARTICLE VIII


 


MISCELLANEOUS


 


SECTION 8.1.     Governing
Law. This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New
York.


 


EACH OF THE COMPANY AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE (AS IT RELATES TO THE NOTES), THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


SECTION 8.2.     No
Personal Liability of Directors, Officers, Employees and Stockholders. Solely with respect to the Notes, Section 115 of the Base
Indenture shall be amended and restated in its entirety by inserting the following in lieu thereof:


 


No director, officer, employee,
manager, member, partner, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company
under the Notes, this Supplemental Indenture, the Base Indenture (as it relates to the Notes) 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.


 






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SECTION 8.3.     Successors.
All agreements of the Company in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of
the Trustee in this Supplemental Indenture shall bind its successors.


 


SECTION 8.4.     Multiple
Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any
document to be signed in connection with this Indenture shall be deemed to include electronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct
the transactions contemplated hereunder by electronic means.


 


SECTION 8.5.     Variable
Provisions. The Company initially appoints the Trustee as Paying Agent and Security Registrar with respect to any Global Notes.


 


SECTION 8.6.     Severability.
In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 8.7.     Trust
Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies, or conflicts with another provision which
is required or deemed to be included in the Indenture by the TIA, such required or deemed provision shall control. If any provision of
this Supplemental Indenture modifies or excludes any provision of the TIA, that may be so modified or excluded, the provision of the
TIA shall be deemed to apply to the Indenture as so modified or shall be excluded, as the case may be.


 


SECTION 8.8.     Table
of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Supplemental
Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 


SECTION 8.9.     No
Adverse Interpretation of Other Agreements. The Indenture insofar as relating to the Notes may not be used to interpret any other
indenture, loan or debt agreement (including the Indenture (including any other supplemental indenture thereto) insofar as relating to
any series of Securities other than the Notes) of the Company or any Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement (including the Indenture (including any other supplemental indenture thereto) insofar as relating to any series of Securities
other than the Notes) may not be used to interpret the Indenture insofar as relating to the Notes.


 


SECTION 8.10.     Ratification
and Incorporation of Base Indenture. As supplemented hereby, the Base Indenture is in all respects ratified and confirmed, and the
Base Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument. This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes shall be bound hereby.


 


SECTION 8.11.     Benefits
of Supplemental Indenture. Nothing in this Supplemental Indenture or the Base Indenture (as it relates to the Notes) or in the Notes,
express or implied, shall give to any Person, other than the parties to this Supplemental Indenture and their successors hereunder and
the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or the Base Indenture
(as it relates to the Notes).


 






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


 


	 	COTERRA ENERGY INC., as Issuer
	 	 
	 	By:	 /s/ Scott C. Schroeder
	 	 	Name:   Scott C. Schroeder
	 	 	Title:     Executive Vice President and Chief Financial Officer
	 	 
	 	TRUSTEE:
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as
    Trustee
	 	 
	 	By: 	/s/ Michael McGuire
	 	 	Name:   Michael McGuire
	 	 	Title:     Vice President




 


[Signature page to the
First Supplemental Indenture]


 






     


     


    

 






 


Appendix A


 


PROVISIONS RELATING TO INITIAL NOTES, ADDITIONAL
NOTES AND EXCHANGE NOTES


 


Section 1.1     Definitions.


 


(a)  Capitalized Terms.


 


Capitalized terms used but not defined in this
Appendix A have the meanings given to them in this Indenture. The following capitalized terms have the following meanings:


 


“Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the
Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect
from time to time.


 


“Clearstream” means Clearstream
Banking, Société Anonyme, or any successor securities clearing agency.


 


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


 


“Distribution Compliance Period,”
with respect to any Note, means the period beginning on October 7, 2021 and ending 40 days thereafter.


 


“Euroclear” means Euroclear Bank
S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency.


 


“IAI” means an institution that
is an “accredited investor” as described in Rule 501(a) under the Securities Act and is not a QIB.


 


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


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


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


 


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


 


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


 


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


 


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


 






    A-1


     


    

  


“Unrestricted Global Note” means
any Note in global form that does not bear or is not required to bear the Restricted Notes Legend.


 


“U.S. person” means a “U.S.
person” as defined in Regulation S.


 


(b) Other Definitions.


 


	Term:	 	Defined in Section:
	“Agent Members”	 	2.1(c)
	“Definitive Notes Legend”	 	2.2(e)
	“ERISA Legend”	 	2.2(b)
	“Global Note”	 	2.1(b)
	“Global Notes Legend”	 	2.2(e)
	“IAI Global Note”	 	2.1(b)
	“OID Notes Legend”	 	2.2(e)
	“Regulation S Global Note”	 	2.1(b)
	“Regulation S Notes”	 	2.1(a)
	“Restricted Notes Legend”	 	2.2(e)
	“Rule 144A Global Note”	 	2.1(b)
	“Rule 144A Notes”	 	2.1(a)



 


Section 2.1     Form and
Dating


 


(a)  The Initial Notes issued on the
date hereof shall be transferred by the Company in connection with the settlement of the Exchange Offers to (1) QIBs in reliance
on Rule 144A (“Rule 144A Notes”) and (2) Persons other than U.S. persons in reliance on Regulation S
(“Regulation S Notes”). Additional Notes may also be considered to be Rule 144A Notes or Regulation S Notes, as
applicable.


 


(b)  Global Notes. Rule 144A
Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered RA-1
upward (collectively, the “Rule 144A Global Note”) and Regulation S Notes shall be issued initially in the
form of one or more Global Notes, numbered RS-1 upward (collectively, the “Regulation S Global Note”), in each case
without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more Global Notes in definitive, fully
registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively,
the “IAI Global Note”) shall also be issued at the request of the Trustee, deposited with the Notes Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee
as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution.
The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and any Unrestricted Global Note are each referred
to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global
Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global
Note” attached thereto and each shall provide that it shall represent the aggregate principal amount of Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or
increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian,
at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.2(b) of
this Appendix A.


 






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(c)  Book-Entry Provisions. This Section 2.1(c) shall
apply only to a Global Note deposited with or on behalf of the Depositary.


 


The Company shall execute and the Trustee shall,
in accordance with this Section 2.1(c) and Section 303 of the Base Indenture and pursuant to a Company Order signed by
one authorized officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in
the name of the Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Notes Custodian.


 


Members of, or participants in, the Depositary
(“Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by
the Depositary or by the Trustee as Notes Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members,
the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any
Global Note.


 


(d)  Definitive Notes. Except as provided
in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in Global Notes shall not be
entitled to receive physical delivery of Definitive Notes.


 


Section 2.2     Transfer
and Exchange.


 


(a)  Transfer and Exchange of Definitive
Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with a Company Request:


 


(i)  to register the transfer of
such Definitive Notes; or


 


(ii)  to exchange such Definitive
Notes for an equal principal amount of Definitive Notes of other authorized denominations,


 


the Security Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered
for transfer or exchange:


 



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(1)  shall be duly endorsed
or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed
by the Holder thereof or his attorney duly authorized in writing; and


 


(2)  in the case of Transfer
Restricted Notes, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act or
pursuant to Section 2.2(b) of this Appendix A or otherwise in accordance with the Restricted Notes Legend, and are accompanied
by a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A to the Supplemental
Indenture for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications and other information
as may be requested pursuant thereto.


 


(b)  Restrictions on Transfer of a
Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial interest in a
Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note, duly endorsed
or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, together
with:


 


(i)  a certification from the transferor
in the form provided on the reverse side of the Form of Note in Exhibit A to the Supplemental Indenture for exchange or registration
of transfers and, as applicable, delivery of such legal opinions, certifications and other information as may be requested pursuant thereto;
and


 


(ii) written instructions directing
the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Global Note
to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain information
regarding the Depositary account to be credited with such increase,


 


the Trustee shall cancel such Definitive Note and cause, or direct
the Notes Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Notes
Custodian, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of
the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note
is not then outstanding, the Company shall issue and the Trustee shall authenticate, upon Company Order in the form of an Officers’
Certificate, a new applicable Global Note in the appropriate principal amount.


 


(c)  Transfer and Exchange of Global
Notes.


 


(i)  The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the Indenture (including
applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Security Registrar a written order given
in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be
credited with a beneficial interest in such Global Note, or another Global Note, and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfer shall be debited
by an amount equal to the beneficial interest in the Global Note being transferred.


 






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(ii)  If the proposed transfer
is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security Registrar shall
reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred
in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall reflect on its books
and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.


 


(iii)  Notwithstanding any
other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global Note
may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.


 


(d)  Restrictions on Transfer of Global
Notes; Voluntary Exchange of Interests in Transfer Restricted Global Notes for Interests in Unrestricted Global Notes.


 


(i) Transfers by an owner of a beneficial
interest in a Rule 144A Global Note or an IAI Global Note to a transferee who takes delivery of such interest through another Transfer
Restricted Global Note shall be made in accordance with the Applicable Procedures and the Restricted Notes Legend and only upon receipt
by the Trustee of a certification from the transferor in the form provided on the reverse side of the Form of Note in Exhibit A
to the Supplemental Indenture for exchange or registration of transfers and, as applicable, delivery of such legal opinions, certifications
and other information as may be requested pursuant thereto. In addition, in the case of a transfer of a beneficial interest in either
a Rule 144A Global Note or an interest in an IAI Global Note, the transferee must furnish a certification or a signed letter in the
form provided on the reverse side of the Form of Note in Exhibit A to the Supplemental Indenture to the Trustee.


 


(ii) During the Distribution Compliance
Period, beneficial ownership interests in the Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream
in accordance with the Applicable Procedures, the Restricted Notes Legend on such Regulation S Global Note and any applicable securities
laws of any state of the United States of America. Prior to the expiration of the Distribution Compliance Period, transfers by an owner
of a beneficial interest in the Regulation S Global Note shall be made only in accordance with the Applicable Procedures and the Restricted
Notes Legend and upon receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided
on the reverse side of the Form of Note in Exhibit A to the Supplemental Indenture for exchange or registration of transfers
and, in the case of a transfer to a transferee who takes delivery of such interest through a Rule 144A Global Note or an IAI Global
Note, the transferee must furnish a certification or a signed letter in the form provided on the reverse side of the Form of Note
in Exhibit A to the Supplemental Indenture to the Trustee. Such written certifications or letter shall no longer be required after
the expiration of the Distribution Compliance Period. Upon the expiration of the Distribution Compliance Period, beneficial ownership
interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture.


 






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(iii)  Upon the expiration of the
Distribution Compliance Period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in
an Unrestricted Global Note upon certification in the form provided on the reverse side of the Form of Note in Exhibit A to
the Supplemental Indenture for an exchange from a Regulation S Global Note to an Unrestricted Global Note.


 


(iv)  Beneficial interests in a
Transfer Restricted Note that is a Rule 144A Global Note or an IAI Global Note may be exchanged for beneficial interests in an Unrestricted
Global Note (a) if the Holder certifies in writing to the Security Registrar that its request for such exchange is in respect of
a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse side of the Form of Note
in Exhibit A to this Supplemental Indenture) and/or upon delivery of such legal opinions, certifications and other information as
the Company or the Trustee may reasonably request or (b) if the Company undertakes a mandatory exchange of such Transfer Restricted
Note in accordance with the Applicable Procedures, upon consummation of such mandatory exchange.


 


(v)  If no Unrestricted Global Note
is outstanding at the time of a transfer contemplated by the preceding clauses (iii) and (iv), the Company shall issue and the Trustee
shall authenticate, upon Company Order in the form of an Officers’ Certificate, a new Unrestricted Global Note in the appropriate
principal amount.


 


(e)  Legends.


 


(i)  Except as permitted by
Section 2.2(d), this Section 2.2(e) and Section 2.2(i) of this Appendix A, each Note certificate
evidencing the Global Notes and the Definitive Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear
a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only) (“Restricted
Notes Legend”):


 






    A-6


     


    

 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE
OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF,
THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE SECURITIES ACT) IN RELIANCE ON
REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]


 






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Each Definitive Note shall bear the following additional legend (“Definitive
Notes Legend”):


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER
TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH SECURITY REGISTRAR AND TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.


 


Each Global Note shall bear the following additional legend (“Global
Notes Legend”):


 


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


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


Each Note shall bear the following additional legend (“ERISA
Legend”):


 


BY ITS ACQUISITION OF THIS SECURITY,
THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER
TO ACQUIRE OR HOLD THIS SECURITY CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT
IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR PROVISIONS UNDER ANY
OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR
ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.


 






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Any Note issued with original issue discount will also bear the following
additional legend (“OID Notes Legend”):


 


THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED) FOR U.S. FEDERAL INCOME
TAX PURPOSES. UPON WRITTEN REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE
ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE
NOTE. HOLDERS SHOULD CONTACT THE TREASURER OF THE COMPANY AT THREE MEMORIAL CITY PLAZA 840 GESSNER ROAD, SUITE 1400, HOUSTON, TEXAS 77024.


 


(ii)  Upon any sale or transfer
of a Transfer Restricted Note that is a Definitive Note, the Security Registrar shall permit the Holder thereof to exchange such Transfer
Restricted Note for a Definitive Note that does not bear the Restricted Notes Legend and the Definitive Notes Legend and rescind any restriction
on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Security Registrar that its request for such
exchange is in respect of a transfer made in reliance on Rule 144 (such certification to be in the form set forth on the reverse
side of the Form of Note in Exhibit A to the Supplemental Indenture) and provides such legal opinions, certifications and other
information as the Company or the Trustee may reasonably request.


 


(iii)  After a transfer of
any Initial Notes or Additional Notes during the period of the effectiveness of a Shelf Registration Statement (as defined in the Registration
Rights Agreement) with respect to such Initial Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted
Notes Legend on such Initial Notes or Additional Notes shall cease to apply and the requirements that any such Initial Notes or Additional
Notes be issued in global form shall continue to apply.


 


(iv)  Upon the consummation
of a Registered Exchange Offer with respect to the Initial Notes or Additional Notes pursuant to which Holders of such Initial Notes or
Additional Notes are offered Exchange Notes in exchange for their Initial Notes or Additional Notes, all requirements pertaining to Initial
Notes or Additional Notes that Initial Notes or Additional Notes be issued in global form shall continue to apply, and Exchange Notes
in global form without the Restricted Notes Legend shall be available to Holders that exchange such Initial Notes or Additional Notes
in such Registered Exchange Offer.


 


(v)  Any Additional Notes sold
in a registered offering shall not be required to bear the Restricted Notes Legend.


 






    A-9


     


    

 


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


 





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


 


(i)  To permit registrations
of transfers and exchanges, the Company shall execute and upon Company Order, the Trustee shall authenticate, Definitive Notes and Global
Notes at the Security Registrar’s request.


 


(ii) No service charge shall be
made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchanges pursuant to Sections 304, 906 or 1107 of the Base Indenture not involving any transfer).


 


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


 


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


 


(v)  In order to effect any
transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes
Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities
Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required
to be delivered to the Security Registrar and the Trustee.


 






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(h)  No Obligation of the Trustee.


 


(i)  The Trustee shall have
no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or any other
Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect
to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other
than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect
to such Notes, or compliance with restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer
of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global
Security). All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given
or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial
owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary.
The Trustee may conclusively rely and shall be fully protected in conclusively 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 Indenture
or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


(iii)  Neither the Trustee nor any
Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.


 


(iv) The terms of this Section 2.2.
shall control over any terms to the contrary in the Base Indenture.


 


(i)  Registered Exchange Offer. Upon
the occurrence of the Registered Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon
receipt of a Company Order in accordance with Section 303 of the Base Indenture, the Trustee shall authenticate (i) one or more
Global Notes without the Restricted Notes Legend in an aggregate principal amount equal to the principal amounts of the beneficial interests
in the Global Notes tendered for acceptance by Persons that provide in the applicable letters of transmittal such certifications as are
required by the Registration Rights Agreement and applicable law, and accepted for exchange in the Registered Exchange Offer and (ii) Definitive
Notes without the Restricted Notes Legend in an aggregate principal amount equal to the principal amount of the Definitive Notes tendered
for acceptance by Persons that provide in the applicable letters of transmittal such certification as are required by the Registration
Rights Agreement and applicable law, and accepted for exchange in the Registered Exchange Offer. Concurrently with the issuance of such
Notes, the Trustee shall cause the aggregate principal amount of the applicable Global Notes with the Restricted Notes Legend to be reduced
accordingly, and the Company shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of the
Definitive Notes so accepted Definitive Notes without the Restricted Notes Legend in the applicable principal amount. Any Notes that remain
outstanding after the consummation of the Registered Exchange Offer, and Exchange Notes issued in connection with the Registered Exchange
Offer, shall be treated as a single class of securities under this Indenture.


 






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Section 2.3     Definitive Notes.


 


(a)  A Global Note deposited with the
Depositary or with the Trustee as Notes Custodian pursuant to Section 2.1 or issued in connection with a Registered Exchange Offer
may be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal
amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix
A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as a Depositary for such Global Note or
if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor
depositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation, or
(ii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depository. In
addition, any Affiliate of the Company that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial
interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Company and the Trustee
and such Opinions of Counsel, certificates or other information as may be required by this Indenture or the Company or Trustee.


 


(b)  Any Global Note that is transferable
to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Depositary to the Trustee, to be
so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer
of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion
of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in denominations
of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct. Any Definitive
Note delivered in exchange for an interest in a Global Note that is a Transfer Restricted Note shall, except as otherwise provided by
Section 2.2(e) of this Appendix A, bear the Restricted Notes Legend.


 


(c)  The registered Holder of a Global
Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under this Indenture or the Notes.


 


(d)  In the event of the occurrence of
any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly make available to the Trustee
a reasonable supply of Definitive Notes in fully registered form without interest coupons.


 




    A-12


     


    

 


 



 


EXHIBIT A-1


 


[FORM OF FACE OF 2024 NOTE]


 


[Insert the Restricted Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


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


 


[Insert the Definitive Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the ERISA Legend, if
applicable, pursuant to the provisions of the Indenture.]


 


[Insert the OID Notes Legend,
if applicable, pursuant to the provisions of the Indenture.]


 






    A-1-1


     


    

 


CUSIP [                  ]


ISIN [                 ]


 


[RULE 144A][REGULATION S][IAI][GLOBAL] NOTE


 


4.375% Senior Notes due 2024


 


	No. [RA-__] [RS-__] [RIAI-__] [U-__]	[Up to] [$______________]




 


COTERRA ENERGY INC.


 


promises to pay to [CEDE & CO.] [_______________] or registered
assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of $_______ (_______
Dollars)] on June 1, 2024.


 


Interest Payment Dates: June 1 and December 1[, commencing
December 1, 2021]


 


Record Dates: May 15 and November 15








 






    A-1-2


     


    

 


IN WITNESS HEREOF, the Company has caused this instrument
to be duly executed.


 


Dated:


 


	 	COTERRA ENERGY INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    A-1-3


     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:


 






    A-1-4


     


    

 


[Reverse Side of Note]


 


4.375% Senior Notes due 2024


 


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


 


1.            INTEREST.
Coterra Energy Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this
Note at 4.375% per annum until but excluding maturity and shall pay Additional Interest, if any, payable pursuant to the Registration
Rights Agreement referred to below. The Company shall pay interest semi-annually in arrears on June 1 and December 1 of each
year, or if any such day is not a Business Day, on the next succeeding Business Day and no additional interest shall accrue as a result
of such delay (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from and including [June 1, 2021] [[__________] [__], 20[__]]; provided
that the first Interest Payment Date shall be December 1, 2021. The Company shall pay interest on overdue principal or premium, if
any (plus interest on overdue installments of interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.            METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on
May 15 or November 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment
Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 307
of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the
office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest and premium, if any,
may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that payment
by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least
five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States as at the
time of payment is legal tender for payment of public and private debts.


 


3.            PAYING
AGENT AND SECURITY REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and
Security Registrar. The Company may change any Paying Agent or Security Registrar without notice to the Holders, or the Paying Agent or
Security Registrar may resign. The Company or any of its Subsidiaries may act in any such capacity.


 


4.            INDENTURE.
The Company issued the Notes under an Indenture, dated as of October 7, 2021 (as supplemented by the First Supplemental Indenture
dated October 7, 2021 (the “Supplemental Indenture”) and as further amended or supplemented from time to time,
the “Indenture”), between Coterra Energy Inc. and the Trustee. This Note is one of a duly authorized issue of notes
of the Company designated as its 4.375% Senior Notes due 2024. The Company shall be entitled to issue Additional Notes pursuant to Section 1.4
of the Supplemental Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities
under the Indenture. 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning
assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.


 






    A-1-5


     


    

 


5.            REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of a Change of Control Offer, as further described
in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


6.            DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required
to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any
Note or portion of a Note selected for redemption or tendered for repurchase in connection with a Change of Control Offer, except for
the unredeemed portion of any Note being redeemed or repurchased in part.


 


7.            PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


8.            AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.


 


9.            DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 5.1 of the Supplemental Indenture. Upon the occurrence
of an Event of Default, the rights and obligations of the Company, the Trustee and the Holders shall be as set forth in the applicable
provisions of the Indenture.


 


10.            AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of the Trustee.


 


11.            ADDITIONAL
RIGHTS OF HOLDERS OF TRANSFER RESTRICTED NOTES. In addition to the rights provided to Holders under the Indenture, Holders of Transfer
Restricted Notes shall have all the rights set forth in a Registration Rights Agreement, including the right to receive Additional Interest.


 


12.            GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






    A-1-6


     


    

 


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


 


The Company shall furnish to any Holder upon written
request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to the Company at the following
address:


 


c/o Coterra Energy Inc.

Three Memorial City Plaza


840 Gessner Road, Suite 1400


Houston, Texas 77024

Email: matt.kerin@coterra.com

Attention: Matt Kerin


 






    A-1-7


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)




 


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


 


 


 


 


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


 


	and irrevocably appoint	 



to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


 


	Date:	 	 




 


	Your Signature:  	 
	 	(Sign exactly as your name appears on the face of this Note)




 


	Signature Guarantee*:	 	 




 


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


 






    A-1-8


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________ principal amount of Notes held
in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary
a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of the Notes evidenced by this
certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company or subsidiary thereof; or



 


		(2)	 ̈	to the Security Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);
or



 


		(4)	 ̈	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional
buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A; or



 


		(5)	 ̈	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities
Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately
thereafter through Euroclear or Clearstream); or



 


		(6)	 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or



 


		(7)	 ̈	pursuant to Rule 144 under the Securities Act; or



 






    A-1-9


     


    

 


		(8)	 ̈	pursuant to another available exemption from registration under the Securities Act.



 


Unless one of the boxes is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided,
however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	 
	 	Your Signature
	 	 
	Date:	 	 	 
	 	Signature of Signature Guarantor



 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 


	Dated:	 	 	 
	 	NOTICE: To be executed by an
    executive officer
	 	 
	 	Name:
	 	Title:  



 


	Signature Guarantee*:	 	 



 


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



 






    A-1-10


     


    

 


TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE
FROM A

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE


 


The undersigned represents and warrants that either:


 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S
under the Securities Act); or



 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of Regulation S under
the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act; or



 


		 ̈	the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute
the whole or a part of an unsold allotment to or subscription by such dealer for the Notes.



 


	Dated:	 	 	 
	 	Your Signature



 






    A-1-11


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.2 of the Supplemental Indenture, check the box below:


 


[   ] Section 4.2


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.2 of the Supplemental Indenture, state the amount you elect to have purchased:


 


		$_______________	(integral multiples of $1,000, provided that the unpurchased portion must be in a minimum principal amount of
                                                                           $2,000)



 


	Date:	 	 




 


	Your Signature:  	 
	 	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:  	 




 


	Signature Guarantee*:	 	 



 


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








 






    A-1-12


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


The initial outstanding principal amount of this
Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of decrease
 in Principal Amount 

of this Global Note	 	Amount of

 increase
 in Principal
 Amount of

 this
 Global

 Note	 	Principal

 Amount of
 this Global

Note
 following

 such
 decrease or

 increase	 	Signature of

 authorized

 signatory of

 Trustee,

 Depositary or

 Notes Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 





 



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


 






    A-1-13


     


    











 


EXHIBIT A-2


 


[FORM OF FACE OF 2027 NOTE]


 


[Insert the Restricted Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


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


 


[Insert the Definitive Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the ERISA Legend, if
applicable, pursuant to the provisions of the Indenture.]


 


[Insert the OID Notes Legend,
if applicable, pursuant to the provisions of the Indenture.]


 









    A-2-1


     


    




 


CUSIP [                 
  ]


ISIN [                   ]


 


[RULE 144A][REGULATION S][IAI][GLOBAL] NOTE


 


3.90% Senior Notes due 2027


 


	No. [RA-__] [RS-__] [RIAI-__] [U-__]	[Up to] [$______________]




 


COTERRA ENERGY INC.


 


promises to pay to [CEDE & CO.] [_______________] or registered
assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of $_______ (_______
Dollars)] on May 15, 2027.


 


Interest Payment Dates: May 15 and November 15[, commencing
November 15, 2021]


 


Record Dates: May 1 and November 1


  






    A-2-2


     


    

 


IN WITNESS HEREOF, the Company has caused this instrument
to be duly executed.


 


Dated:


 


	 	COTERRA ENERGY INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  






    A-2-3


     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Dated:


 









    A-2-4


     


    

 


[Reverse Side of Note]


 


3.90% Senior Notes due 2027


 


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


 


1.            INTEREST.
Coterra Energy Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this
Note at 3.90% per annum until but excluding maturity and shall pay Additional Interest, if any, payable pursuant to the Registration Rights
Agreement referred to below. The Company shall pay interest semi-annually in arrears on May 15 and November 15 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day and no additional interest shall accrue as a result of such
delay (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from and including [May 15, 2021] [[__________] [__], 20[__]]; provided that
the first Interest Payment Date shall be November 15, 2021. The Company shall pay interest on overdue principal or premium, if any
(plus interest on overdue installments of interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest
shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.            METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on
May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment
Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 307
of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the
office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest and premium, if any,
may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that payment
by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least
five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States as at the
time of payment is legal tender for payment of public and private debts.


 


3.            PAYING
AGENT AND SECURITY REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and
Security Registrar. The Company may change any Paying Agent or Security Registrar without notice to the Holders, or the Paying Agent or
Security Registrar may resign. The Company or any of its Subsidiaries may act in any such capacity.


 


4.            INDENTURE.
The Company issued the Notes under an Indenture, dated as of October 7, 2021 (as supplemented by the First Supplemental Indenture
dated October 7, 2021 (the “Supplemental Indenture”) and as further amended or supplemented from time to time,
the “Indenture”), between Coterra Energy Inc. and the Trustee. This Note is one of a duly authorized issue of notes
of the Company designated as its 3.90% Senior Notes due 2027. The Company shall be entitled to issue Additional Notes pursuant to Section 1.4
of the Supplemental Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities
under the Indenture. 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning
assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.


 






    A-2-5


     


    

 


5.            REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of a Change of Control Offer, as further described
in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


6.            DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required
to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any
Note or portion of a Note selected for redemption or tendered for repurchase in connection with a Change of Control Offer, except for
the unredeemed portion of any Note being redeemed or repurchased in part.


 


7.            PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


8.            AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.


 


9.            DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 5.1 of the Supplemental Indenture. Upon the occurrence
of an Event of Default, the rights and obligations of the Company, the Trustee and the Holders shall be as set forth in the applicable
provisions of the Indenture.


 


10.            AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of the Trustee.


 


11.            ADDITIONAL
RIGHTS OF HOLDERS OF TRANSFER RESTRICTED NOTES. In addition to the rights provided to Holders under the Indenture, Holders of Transfer
Restricted Notes shall have all the rights set forth in a Registration Rights Agreement, including the right to receive Additional Interest.


 


12.            GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


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


 






    A-2-6


     


    

 


The Company shall furnish to any Holder upon written
request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to the Company at the following
address:


 


c/o Coterra Energy Inc.

Three Memorial City Plaza 


840 Gessner Road, Suite 1400 


Houston, Texas 77024

Email: matt.kerin@coterra.com

Attention: Matt Kerin


 






    A-2-7


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)




 


 


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


 


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




 


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


 


Date: _____________________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)




 


Signature Guarantee*: __________________________________


 


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


  






    A-2-8


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________ principal amount of Notes held
in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary
a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of the Notes evidenced by this
certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company or subsidiary thereof; or



 


		(2)	 ̈	to the Security Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);
or



 


		(4)	 ̈	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional
buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A; or



 


		(5)	 ̈	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities
Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately
thereafter through Euroclear or Clearstream); or



 


		(6)	 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or



 


		(7)	 ̈	pursuant to Rule 144 under the Securities Act; or



 


		(8)	 ̈	pursuant to another available exemption from registration under the Securities Act.



 






    A-2-9


     


    

 


Unless one of the boxes is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided,
however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


	 	

	 	Your Signature
	 	 
	 	 
	Date:______________________	

	 	Signature of Signature

Guarantor


 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 


	Dated:________________________	

	 	
    NOTICE:     To be executed
    by an executive officer

    Name:

    Title: 



 


Signature Guarantee*: __________________________________


 


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



 






    A-2-10


     


    

 


TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE
FROM A

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE1


 


The undersigned represents and warrants that either:


 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S
under the Securities Act); or



 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of Regulation S under
the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act; or



 


		 ̈	the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute
the whole or a part of an unsold allotment to or subscription by such dealer for the Notes.



 


	Dated: ____________________	

	 	Your Signature


  





 



1 Include only for Regulation S Global Notes.


 






    A-2-11


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.2 of the Supplemental Indenture, check the box below:


 


[   ] Section 4.2


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.2 of the Supplemental Indenture, state the amount you elect to have purchased:


 


		$_______________	(integral multiples of $1,000, provided that the unpurchased portion must be in a minimum principal amount of
                                                                             $2,000)



 


Date: _____________________


 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)



 


	 	Tax Identification No.:	 




 


Signature Guarantee*: __________________________________


 


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


  






    A-2-12


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


The initial outstanding principal amount of this
Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	
    Date of Exchange
	
    Amount of decrease

    in Principal Amount

of this Global Note
	
    Amount of increase

    in Principal

    Amount of 

this

    Global

Note
	
    Principal

Amount
    of

    this Global

Note

    following 

such

    decrease or

increase
	
    Signature of

authorized

signatory of

Trustee,

Depositary or

Notes Custodian

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 





 



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


 






    A-2-13


     


    

 






 


EXHIBIT A-3


 


[FORM OF FACE OF 2029 NOTE]


 


[Insert the Restricted Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


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


 


[Insert the Definitive Notes
Legend, if applicable, pursuant to the provisions of the Indenture]


 


[Insert the ERISA Legend, if
applicable, pursuant to the provisions of the Indenture.]


 


[Insert the OID Notes Legend,
if applicable, pursuant to the provisions of the Indenture.]


 






    A-3-1


     


    

 


CUSIP [       ]


ISIN [       ]


 


[RULE 144A][REGULATION S][IAI][GLOBAL] NOTE


 


4.375% Senior Notes due 2029


 


	No. [RA-__] [RS-__] [RIAI-__] [U-__]	[Up to] [$______________]




 


COTERRA ENERGY INC.


 


promises to pay to [CEDE & CO.] [_______________] or registered
assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of $_______ (_______
Dollars)] on March 15, 2029.


 


Interest Payment Dates: March 15 and September 15[, commencing
March 15, 2022]


 


Record Dates: March 1 and September 1


 






    A-3-2


     


    

 


IN WITNESS HEREOF, the Company has caused this instrument
to be duly executed.


 


Dated:


 


	 	COTERRA ENERGY INC.
	 
	 	By:	 
	 	Name:
	 	Title:


 






    A-3-3


     


    

 


CERTIFICATE OF AUTHENTICATION


 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 
	 	By:	 
	 	Authorized Signatory


 


Dated:


 






    A-3-4


     


    

 


[Reverse Side of Note]


 


4.375% Senior Notes due 2029


 


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


 


1.            INTEREST.
Coterra Energy Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this
Note at 4.375% per annum until but excluding maturity and shall pay Additional Interest, if any, payable pursuant to the Registration
Rights Agreement referred to below. The Company shall pay interest semi-annually in arrears on March 15 and September 15 of
each year, or if any such day is not a Business Day, on the next succeeding Business Day and no additional interest shall accrue as a
result of such delay (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from and including [September 15, 2021] [[__________] [__], 20[__]];
provided that the first Interest Payment Date shall be March 15, 2022. The Company shall pay interest on overdue principal
or premium, if any (plus interest on overdue installments of interest to the extent lawful), at the rate borne by the Notes to the extent
lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


2.            METHOD
OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on
March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment
Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 307
of the Base Indenture with respect to defaulted interest. Principal, premium, if any, and interest on the Notes shall be payable at the
office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest and premium, if any,
may be made by check mailed to the Holders at their respective addresses set forth in the Note Register; provided that payment
by wire transfer of immediately available funds shall be required with respect to principal, premium, if any, and interest on all Global
Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent at least
five Business Days prior to the applicable payment date. Such payment shall be in such coin or currency of the United States as at the
time of payment is legal tender for payment of public and private debts.


 


3.            PAYING
AGENT AND SECURITY REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and
Security Registrar. The Company may change any Paying Agent or Security Registrar without notice to the Holders, or the Paying Agent or
Security Registrar may resign. The Company or any of its Subsidiaries may act in any such capacity.


 


4.            INDENTURE.
The Company issued the Notes under an Indenture, dated as of October 7, 2021 (as supplemented by the First Supplemental Indenture
dated October 7, 2021 (the “Supplemental Indenture”) and as further amended or supplemented from time to time,
the “Indenture”), between Coterra Energy Inc. and the Trustee. This Note is one of a duly authorized issue of notes
of the Company designated as its 4.375% Senior Notes due 2029. The Company shall be entitled to issue Additional Notes pursuant to Section 1.4
of the Supplemental Indenture. The Notes and any Additional Notes issued under the Indenture shall be treated as a single class of securities
under the Indenture. 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and the
Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning
assigned to it in the Indenture. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.


 






    A-3-5


     


    

 


5.            REDEMPTION
AND REPURCHASE. The Notes are subject to optional redemption, and may be the subject of a Change of Control Offer, as further described
in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


6.            DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Security Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required
to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any
Note or portion of a Note selected for redemption or tendered for repurchase in connection with a Change of Control Offer, except for
the unredeemed portion of any Note being redeemed or repurchased in part.


 


7.            PERSONS
DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.


 


8.            AMENDMENT,
SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.


 


9.            DEFAULTS
AND REMEDIES. The Events of Default relating to the Notes are defined in Section 5.1 of the Supplemental Indenture. Upon the occurrence
of an Event of Default, the rights and obligations of the Company, the Trustee and the Holders shall be as set forth in the applicable
provisions of the Indenture.


 


10.            AUTHENTICATION.
This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the
manual signature of the Trustee.


 


11.            ADDITIONAL
RIGHTS OF HOLDERS OF TRANSFER RESTRICTED NOTES. In addition to the rights provided to Holders under the Indenture, Holders of Transfer
Restricted Notes shall have all the rights set forth in a Registration Rights Agreement, including the right to receive Additional Interest.


 


12.            GOVERNING
LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






    A-3-6


     


    

 


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


 


The Company shall furnish to any Holder upon written
request and without charge a copy of the Indenture and the Registration Rights Agreement. Requests may be made to the Company at the following
address:


 


c/o Coterra Energy Inc.

Three Memorial City Plaza 


840 Gessner Road, Suite 1400 


Houston, Texas 77024

Email: matt.kerin@coterra.com

Attention: Matt Kerin


 






    A-3-7


     


    

 


	ASSIGNMENT FORM
	To assign this Note, fill in the form below:
	 
	(I) or (we) assign and transfer this Note to:	 
	(Insert assignee’s legal name)
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	 
	 
	 
	 
	(Print or type assignee’s name, address and
zip code)
		 	 




 


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




 


	Date:	 	 




 


	 	Your Signature:	 
	 	 	(Sign exactly as your name appears on the face of this Note)







 


	Signature Guarantee*:	 	 




 


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


 






    A-3-8


     


    

 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFERS OF TRANSFER RESTRICTED NOTES


 


This certificate relates to $_________ principal amount of Notes held
in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.


 


The undersigned (check one box below):


 


		 ̈	has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary
a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest
in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or



 


		 ̈	has requested the Trustee by written order to exchange or register the transfer of a Note or Notes.



 


In connection with any transfer of any of the Notes evidenced by this
certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms:


 


CHECK ONE BOX BELOW


 


		(1)	 ̈	to the Company or subsidiary thereof; or



 


		(2)	 ̈	to the Security Registrar for registration in the name of the Holder, without transfer; or



 


		(3)	 ̈	pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);
or



 


		(4)	 ̈	to a Person that the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act (“Rule 144A”)) that purchases for its own account or for the account of a qualified institutional
buyer and to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance
with Rule 144A; or



 


		(5)	 ̈	pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities
Act (and if the transfer is being made prior to the expiration of the Distribution Compliance Period, the Notes shall be held immediately
thereafter through Euroclear or Clearstream); or



 


		(6)	 ̈	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) that has furnished to the Trustee a signed letter containing certain representations and agreements; or



 


		(7)	 ̈	pursuant to Rule 144 under the Securities Act; or



 


		(8)	 ̈	pursuant
to another available exemption from registration under the Securities Act.



 






    A-3-9


     


    

 


Unless one of the boxes is checked, the Trustee will refuse
to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided,
however, that if box (5), (6), (7) or (8) is checked, the Company or the Trustee may require, prior to registering
any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 





	 	 
	 	Your Signature
	 	 
	Date:	 	 	 
	 	Signature of Signature Guarantor


 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents and warrants that it is
purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 





	Dated:	 	 	 
	 	NOTICE: To be executed by an
    executive officer
	 	 
	 	Name:
	 	Title:  


 


	Signature Guarantee*:	 	 



 


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



 






    A-3-10


     


    

 


TO BE COMPLETED IF THE HOLDER REQUIRES AN EXCHANGE
FROM A

REGULATION S GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE,

PURSUANT TO SECTION 2.2(d)(iii) OF APPENDIX A TO THE INDENTURE


 


The undersigned represents and warrants that either:


 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a non-U.S. person (within the meaning of Regulation S
under the Securities Act); or



 


		 ̈	the undersigned is not a dealer (as defined in the Securities Act) and is a U.S. person (within the meaning of Regulation S under
the Securities Act) who purchased interests in the Notes pursuant to an exemption from, or in a transaction not subject to, the registration
requirements under the Securities Act; or



 


		 ̈	the undersigned is a dealer (as defined in the Securities Act) and the interest of the undersigned in this Note does not constitute
the whole or a part of an unsold allotment to or subscription by such dealer for the Notes.



 





	Dated:	 	 	 
	 	Your Signature


 






    A-3-11


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.2 of the Supplemental Indenture, check the box below:


 


[   ] Section 4.2


 


If you want to elect to have only part of this Note
purchased by the Company pursuant to Section 4.2 of the Supplemental Indenture, state the amount you elect to have purchased:


 






		$_______________	(integral multiples of $1,000, provided that the unpurchased portion must be in a minimum principal amount of
                                                                           $2,000)


 





	Date:	 	 


 





	Your Signature:  	 
	 	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:  	 


 


	Signature Guarantee*:	 	 



 


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


 






    A-3-12


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE*


 


The initial outstanding principal amount of this
Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive
Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:


 





	Date of Exchange	 	Amount of decrease
 in Principal Amount 

of this Global Note	 	Amount of

 increase
 in Principal
 Amount of

 this
 Global

 Note	 	Principal

 Amount of
 this Global Note
 following

 such
 decrease or

 increase	 	Signature of

 authorized

 signatory of

 Trustee,

 Depositary or

 Notes Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 





 



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


 






    A-3-13