EX-4.2


 Exhibit 4.2 

Execution Version 

BILL BARRETT CORPORATION, 
 As
Company 
 AND 
 CIRCLE B LAND
COMPANY LLC 
 And 
 AURORA
GATHERING LLC, 
 As Guarantors 
  

 
 8.75% SENIOR
NOTES DUE 2025 
  
  

FIRST SUPPLEMENTAL INDENTURE 

Dated as of December 13, 2017 

To 
 INDENTURE 

Dated as of April 28, 2017 
  

 
 DEUTSCHE BANK
TRUST COMPANY AMERICAS, 
 As Trustee 
  

 






 This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated
as of December 13, 2017, is among Bill Barrett Corporation, a Delaware corporation (the “Company”), Circle B Land Company LLC, a Colorado limited liability company (“Circle B”), and Aurora Gathering, LLC, a Texas
limited liability company (“Aurora” and, together with Circle B, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York State banking corporation, as trustee (the “Trustee”). Capitalized
terms used in this First Supplemental Indenture and not otherwise defined in this First Supplemental Indenture have the meanings assigned thereto in the Indenture defined below. 

RECITALS 
 WHEREAS, the
Company, the Guarantors and the Trustee entered into an Indenture, dated as of April 28, 2017 (the “Indenture”), pursuant to which the Company issued $275,000,000 aggregate principal amount of 8.75% Senior Notes due 2025 (the
“Notes”); 
 WHEREAS, Section 8.02 of the Indenture provides that the Company, the Guarantors and the Trustee may
amend or supplement the Indenture (other than certain provisions enumerated in Section 8.02 of the Indenture) with the consent of the Holders of a majority in aggregate principal amount of the Notes at the time Outstanding (including the
consents obtained in connection with a purchase of, or tender or exchange offer for, Notes); 
 WHEREAS, on December 4, 2017, the
Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Fifth Creek Energy Operating Company, LLC, a Delaware limited liability company (“Rio Grande Parent”), the Company, Red Rider
Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“New Parent”), Rio Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of New Parent (“Rio Grande
Merger Sub”), Rider Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Parent (“Parent Merger Sub”), and, solely for the purposes of the sections specified therein, Fifth Creek Energy
Company, LLC (“Holdings”) and NGP Natural Resources XI, L.P.. Under the terms of the Merger Agreement, (a) Parent Merger Sub shall be merged with and into the Company, with the Company as the surviving entity in such merger and
the Company becoming a direct wholly owned subsidiary of New Parent (the “Parent Merger”) and (b) concurrently with the consummation of the Parent Merger, Rio Grande Merger Sub shall be merged with and into Rio Grande Parent,
with Rio Grande Parent as the surviving entity in such merger and becoming a wholly owned subsidiary of New Parent (the “Rio Grande Merger”, and together with the Parent Merger and the other transactions contemplated by the Merger
Agreement, the “Transaction”)). 
 WHEREAS, in connection with the Transaction, the Company solicited, and has received,
upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated December 6, 2017 (the “Consent Solicitation Statement”), consents from Holders representing a majority in aggregate principal
amount of the Outstanding Notes, to the amendments contemplated hereby; 
 WHEREAS, the Company and Guarantors, in the exercise of the
powers and authority conferred upon and reserved to them, under the provisions of the Indenture and pursuant to appropriate action of their respective Board of Directors, have fully resolved and determined to make, execute and deliver to the Trustee
this First Supplemental Indenture in the form hereof for the purpose of amending the Indenture; 






 WHEREAS, the execution and delivery of this First Supplemental Indenture by the Company and
Guarantors have been authorized by Board Resolution; 
 WHEREAS, the Company has delivered to the Trustee simultaneously with the execution
and delivery of this First Supplemental Indenture, a duly executed Officers’ Certificate and Opinion of Counsel, as contemplated by Section 14.02 of the Indenture, and the Company and the Guarantors have satisfied all other conditions
required under Article 8 of the Indenture to enable the Company, Guarantors and the Trustee to enter into this First Supplemental Indenture; 

WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in entering into this First Supplemental
Indenture for the purpose of amending the Indenture in certain respects in accordance with its terms, including Article 8 of the Indenture; and 

WHEREAS, pursuant to Section 8.02 of the Indenture, the Trustee is authorized to execute this First Supplemental Indenture. 

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree for the equal and proportionate benefit of the Holders of the Notes as follows: 
 ARTICLE I 

Section 1.01    This First Supplemental Indenture is the First Supplemental Indenture to the Indenture and does and
shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes. 

Section 1.02    This First Supplemental Indenture shall become effective immediately upon its execution and delivery
by each of the Company, the Guarantors and the Trustee, provided that the amendments to the Indenture in Article II hereof will not become operative until the Company pays the Consent Fees (as defined in the Consent Solicitation Statement) to the
Paying Agent (as defined in the Consent Solicitation Statement) for the benefit of Holders who deliver valid and unrevoked Consents (as defined in the Consent Solicitation Statement) on or prior to the applicable Expiration Date (as defined in the
Consent Solicitation Statement). 
 ARTICLE II 

Section 2.01    The following definitions are hereby added to Section 2.01 of the Indenture in proper
alphabetical order: 
 “Fifth Creek Closing Date Mergers” means (i) the merger of Parent Merger Sub
with and into the Company, with the Company as the surviving entity in such merger and the Company becoming a direct wholly owned subsidiary of New Parent and (ii) concurrently with the consummation of such merger, the


  
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merger of Rio Grande Merger Sub with and into Rio Grande Parent, with Rio Grande Parent as the surviving entity in such merger and becoming a wholly owned subsidiary of New Parent, in each case
on the terms and subject to the conditions of the Fifth Creek Merger Agreement. 
 “Fifth Creek Closing Date
Transactions” means (i) the Fifth Creek Closing Date Mergers, (ii) the other the transactions contemplated by the Fifth Creek Merger Agreement and (iii) subject to and conditioned upon the consummation of the Fifth Creek
Closing Date Mergers, the contribution by New Parent of 100% of the equity interests of Rio Grande Parent to the Company, such that Rio Grande Parent becomes a direct subsidiary of the Company, and the subsidiaries of Rio Grande Parent become
indirect subsidiaries of the Company. 
 “Fifth Creek Merger Agreement” means that certain Agreement and
Plan of Merger, dated as of December 4, 2017, among Rio Grande Parent, the Company, New Parent, Rio Grande Merger Sub, Parent Merger Sub, and, solely for the purposes of sections specified therein, Holdings and the Fund, as such agreement may
be amended, amended and restated, supplemented or otherwise modified from time to time. 
 “Fund” means NGP
Natural Resources XI, L.P. 
 “Holdings” means Fifth Creek Energy Company, LLC. 

“New Parent” means Red Rider Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company. 
 “Parent Merger Sub” means Rider Merger Sub, Inc., a Delaware corporation and a direct wholly
owned subsidiary of New Parent. 
 “Permitted Holders” means, at any time, (i) New Parent or
(ii) any Person that becomes the direct or indirect parent of the Company or of New Parent, so long as at least 50.1% of the total ordinary voting power represented by the issued and outstanding Capital Stock of such Person is held, immediately
after the transaction pursuant to which such Person becomes the parent of the Company or of New Parent, by Persons who immediately prior to such transaction were beneficial owners (directly or indirectly) of Capital Stock of the Company or of New
Parent. 
 “Rio Grande Merger Sub” means Rio Merger Sub, LLC, a Delaware limited liability company and a
direct wholly owned subsidiary of New Parent. 
 “Rio Grande Parent” means Fifth Creek Energy Operating
Company, LLC, a Delaware limited liability company. 
 Section 2.02    The definition of “Change of Control
in Section 2.01 of the Indenture is hereby amended and restated in its entirety as follows: 

  
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 “Change of Control” means the occurrence of one or more of the
following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or Group (each, a “Transferee”)
as such terms are used in Section 13(d) and 14(d) of the Exchange Act (whether or not otherwise in compliance with the provisions of this Indenture), but excluding any such sale, lease, exchange or other transfer to (x) one or more
Permitted Holders or (y) as part of a transaction in compliance with Article 5 (if, in the case of this clause (y), the owners of the Capital Stock of the Company immediately prior to such transaction own at least a majority of the Capital
Stock of such Transferee immediately after such transaction by economic or voting interest); (b) the approval by the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the
provisions of the Indenture); (c) any Person or Group, other than one or more Permitted Holders, shall become the beneficial owner (as defined in Rule 13d-3 of the Exchange Act, except that a Person or Group
shall be deemed to be a beneficial owner of all securities such Person or Group shall have the right to acquire or vote within one year), directly or indirectly, of Capital Stock representing more than 50% of the aggregate total ordinary voting
power represented by the issued and outstanding Capital Stock of the Company; or (d) the replacement of a majority of the Board of Directors of the Company over a two-year period from the directors who
constituted the Board of Directors of the Company at the beginning of such period with directors who shall not have been approved by a vote of at least a majority of the Board of Directors of the Company then still in office who either were members
of such Board of Directors at the Issue Date or whose election as a member of such Board of Directors was previously so approved. Notwithstanding anything to the contrary herein, the consummation of the Fifth Creek Closing Date Transactions shall
not constitute a Change of Control hereunder. 
 Section 2.03    Section 4.03(b) is hereby amended and restated in
its entirety to read as follows: 
 (b) In the event that any direct or indirect parent company of the Company, including New Parent, becomes
a guarantor of the Notes, the Company may satisfy its obligations under this covenant by furnishing financial information relating to such parent; provided that such financial statements are accompanied by consolidating financial information that
explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the Company,
the Subsidiary Guarantors and the other Subsidiaries of the Company on a standalone basis, on the other hand. 

  
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 ARTICLE III 

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

Section 3.02    All agreements of the Company and the Guarantors in this First Supplemental Indenture, the Indenture
and the Notes shall bind their respective successors. All agreements of the Trustee and Paying Agent in this First Supplemental Indenture and in the Indenture shall bind their respective successors. 

Section 3.03    THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 3.04    In case one or more of the provisions in this First Supplemental Indenture, in the Indenture or in
the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 

Section 3.05    The headings herein are inserted for convenience of reference only and are not intended to be part
of, or to affect the meaning or interpretation of, this First Supplemental Indenture. 
 Section 3.06    The
parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. One signed copy is enough to prove this First
Supplemental Indenture. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties
hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

[NEXT PAGE IS SIGNATURE PAGE] 

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

			
	 BILL BARRETT CORPORATION,
 a
Delaware corporation

		
	By:	 	/s/ Kenneth A. Wonstolen
	Name:	 	Kenneth A. Wonstolen
	Title:	 	 Senior Vice President – General Counsel

and Secretary



  

			
	GUARANTORS:
	
	 CIRCLE B LAND COMPANY LLC,
 a
Colorado limited liability company

		
	By:	 	/s/ Kenneth A. Wonstolen
	Name:	 	Kenneth A. Wonstolen
	Title:	 	 Senior Vice President – General Counsel

and Secretary



  

			
	 AURORA GATHERING, LLC,
 a
Texas limited liability company

		
	By:	 	/s/ Kenneth A. Wonstolen
	Name:	 	Kenneth A. Wonstolen
	Title:	 	 Senior Vice President – General Counsel

and Secretary



  

			
	 DEUTSCHE BANK TRUST COMPANY

AMERICAS,
 as Trustee

		
	By:	 	/s/ Debra A. Schwalb
	Name:	 	Debra A. Schwalb
	Title:	 	 Vice President

		
	By:	 	/s/ Irina Golovashchuk
	Name:	 	Irina Golovashchuk
	Title:	 	 Vice President



 Signature Page to First Supplemental Indenture - 8.75% Senior Notes Due
2025