Exhibit 4.2


 


Execution Version


 





 



 


SM Energy Company, as Issuer


 


and


 


U.S. Bank National Association, as Trustee


 





 



 


FIFTH SUPPLEMENTAL INDENTURE


 


Dated as of June 23, 2021


 





 



 


6.500% Senior Notes due 2028








 






    


     


    

 


CROSS-REFERENCE TABLE*


 


	TRUST INDENTURE ACT SECTION	 	INDENTURE SECTION
	310 (a)(1)	 	‎Section 8.10
	(a)(2)	 	‎Section 8.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(a)(5)	 	‎Section 8.10
	(b)	 	‎Section 8.10
	(c)	 	N.A.
	311(a)	 	‎Section 8.11
	(b)	 	‎Section 8.11
	(c)	 	N.A.
	312(a)	 	‎Section 3.06
	(b)	 	‎Section 13.03
	(c)	 	‎Section 13.03
	313(a)	 	‎Section 8.06‎(a)
	(b)(1)	 	N.A.
	(b)(2)	 	‎Section 8.06‎(a)
	(c)	 	‎Section 8.06‎(a), ‎Section 13.02
	(d)	 	‎Section 8.06‎(b)
	(a)(4)	 	‎Section 13.05
	(b)	 	N.A.
	(c)(1)	 	N.A.
	(c)(2)	 	N.A.
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	‎Section 13.05
	(f)	 	N.A.
	315(a)	 	N.A.
	(b)	 	N.A.
	(c)	 	N.A.
	(d)	 	N.A.
	(e)	 	N.A.
	316 (a)(last sentence)	 	N.A.
	(a)(1)(A)	 	N.A.
	(a)(1)(B)	 	‎Section 7.04
	(a)(2)	 	N.A.
	(b)	 	N.A.
	(c)	 	‎Section 13.13‎(d)
	317 (a)(1)	 	N.A.
	(a)(2)	 	N.A.
	(b)	 	N.A.
	318(a)	 	N.A.
	(b)	 	N.A.
	(c)	 	‎Section 13.09



 


N.A. means not applicable.


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


 






    i


     


    

 








TABLE OF CONTENTS


 


	ARTICLE One APPLICATION OF SUPPLEMENTAL INDENTURE AND CREATION OF THE INITIAL NOTES	1
	Section 1.01.	Application of this Supplemental Indenture	1
	Section 1.02.	Effect of this Supplemental Indenture	2
	 	 	 
	ARTICLE Two DEFINITIONS AND INCORPORATION BY REFERENCE	3
	Section 2.01.	Definitions	3
	Section 2.02.	Other Definitions	40
	Section 2.03.	Incorporation by Reference of Trust Indenture Act	40
	Section 2.04.	Rules of Construction	40
	 	 	 
	ARTICLE Three THE NOTES	     41
	Section 3.01.	Form And Dating	     41
	Section 3.02.	Execution and Authentication	     42
	Section 3.03.	Methods of Receiving Payments on the Notes	     42
	Section 3.04.	Registrar and Paying Agent	     43
	Section 3.05.	Paying Agent to Hold Money in Trust	     43
	Section 3.06.	Holder Lists	     43
	Section 3.07.	Transfer and Exchange	     44
	Section 3.08.	Replacement Notes	     48
	Section 3.09.	Outstanding Notes	     48
	Section 3.10.	Treasury Notes	     48
	Section 3.11.	Temporary Notes	     49
	Section 3.12.	Cancellation	     49
	Section 3.13.	Defaulted Interest	     49
	Section 3.14.	CUSIP Numbers	     50
	Section 3.15.	Issuance of Additional Notes	     50
	 	 	 
	ARTICLE Four REDEMPTION	     50
	Section 4.01.	Notice to Trustee	     50
	Section 4.02.	Selection of Notes to Be Redeemed	     50
	Section 4.03.	Notice of Redemption	     51
	Section 4.04.	Effect of Notice of Redemption	     52
	Section 4.05.	Deposit of Redemption Price	     52
	Section 4.06.	Notes Redeemed in Part	     53
	Section 4.07.	Optional Redemption	     53
	Section 4.08.	Mandatory Redemption	     54
	Section 4.09.	Application of Trust Money	     54
	 	 	 
	ARTICLE Five COVENANTS	     54
	Section 5.01.	Payment of Notes	     54
	Section 5.02.	Maintenance of Office or Agency	     54
	Section 5.03.	Reports	     55
	Section 5.04.	Compliance Certificate	     55
	Section 5.05.	Taxes	     56
	Section 5.06.	Stay, Extension and Usury Laws	     56
	Section 5.07.	Limitation on Indebtedness and Preferred Stock	     56
	Section 5.08.	Limitation on Restricted Payments	     59
	Section 5.09.	Limitation on Liens	     65
	Section 5.10.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	     66
	Section 5.11.	Limitation on Sales of Assets and Subsidiary Stock	     69
	Section 5.12.	Limitation on Affiliate Transactions	     72
	Section 5.13.	Future Subsidiary Guarantors	     74
	Section 5.14.	Business Activities	     74
	Section 5.15.	Offer to Repurchase Upon a Change of Control	     74
	Section 5.16.	Termination of Covenants	     77
	 	 	 
	ARTICLE Six SUCCESSORS	     77
	Section 6.01.	Merger and Consolidation	     77



 






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 	ARTICLE Seven DEFAULTS AND REMEDIES	     79
	Section 7.01.	Events of Default	     79
	Section 7.02.	Acceleration	     82
	Section 7.03.	Other Remedies	     82
	Section 7.04.	Waiver of Past Defaults	     83
	Section 7.05.	Control by Majority	     83
	Section 7.06.	Limitation on Suits	     83
	Section 7.07.	Rights of Holders of Notes to Receive Payment	     84
	Section 7.08.	Collection Suit by Trustee	     84
	Section 7.09.	Trustee May File Proofs of Claim	     84
	Section 7.10.	Priorities	     85
	Section 7.11.	Undertaking for Costs	     85
	 	 	 
	ARTICLE Eight TRUSTEE	     85
	Section 8.01.	Duties of Trustee	     85
	Section 8.02.	Certain Rights of Trustee	     86
	Section 8.03.	Individual Rights of Trustee	     87
	Section 8.04.	Trustee’s Disclaimer	     87
	Section 8.05.	Notice of Default	     88
	Section 8.06.	Reports by Trustee to Holders of the Notes	     88
	Section 8.07.	Compensation and Indemnity	     88
	Section 8.08.	Replacement of Trustee	     89
	Section 8.09.	Successor Trustee by Merger, Etc	     90
	Section 8.10.	Eligibility; Disqualification	     90
	Section 8.11.	Preferential Collection of Claims Against Company	     90
	 	 	 
	ARTICLE Nine DEFEASANCE AND COVENANT DEFEASANCE	     91
	Section 9.01.	Option to Effect Legal Defeasance or Covenant Defeasance	     91
	Section 9.02.	Legal Defeasance and Discharge	     91
	Section 9.03.	Covenant Defeasance	     92
	Section 9.04.	Conditions to Legal Defeasance or Covenant Defeasance	     92
	Section 9.05.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	     93
	Section 9.06.	Repayment to the Company	     94
	Section 9.07.	Reinstatement	     94
	 	 	 
	ARTICLE Ten AMENDMENT, SUPPLEMENT AND WAIVER	     94
	Section 10.01.	Without Consent of Holders of Notes	     94
	Section 10.02.	With Consent of Holders of Notes	     95
	Section 10.03.	Compliance with Trust Indenture Act	     97
	Section 10.04.	Revocation and Effect of Consents	     97
	Section 10.05.	Notation on or Exchange of Notes	     97
	Section 10.06.	Trustee to Sign Amendments, Etc	     97
	 	 	 
	ARTICLE Eleven SUBSIDIARY GUARANTEES	     98
	Section 11.01.	Subsidiary Guarantee	     98
	Section 11.02.	Limitation on Subsidiary Guarantor Liability	     99
	Section 11.03.	Execution and Delivery of Notation of Guarantee	     99
	Section 11.04.	Releases of Subsidiary Guarantors	     100
	 	 	 
	ARTICLE Twelve SATISFACTION AND DISCHARGE	     101
	Section 12.01.	Satisfaction and Discharge	     101
	Section 12.02.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	     102
	Section 12.03.	Repayment to the Company	     102
	 	 	 
	ARTICLE Thirteen MISCELLANEOUS	     102
	Section 13.01.	No Adverse Interpretation of Other Agreements	     102
	Section 13.02.	Notices	     103
	Section 13.03.	Communication by Holders of Notes with Other Holders of Notes	     103
	Section 13.04.	Certificate and Opinion as to Conditions Precedent	     104
	Section 13.05.	Statements Required in Certificate or Opinion	     104
	Section 13.06.	Rules by Trustee and Agents	     104
	Section 13.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	     104





 






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	Section 13.08.	Governing Law	     104
	Section 13.09.	Trust Indenture Act Controls	     105
	Section 13.10.	Successors	     105
	Section 13.11.	Severability	     105
	Section 13.12.	Counterpart Originals	     105
	Section 13.13.	Acts of Holders	     105
	Section 13.14.	Benefit of Indenture	     106
	Section 13.15.	Table of Contents, Headings, Etc	     107



 


EXHIBITS


 


	Exhibit A	Form of Note
	Exhibit B	Form of Notation of Guarantee
	Exhibit C	Form of Guarantor Supplemental Indenture



 














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FIFTH SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of June 23, 2021, by and between SM Energy Company, a Delaware corporation
(the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture,
dated as of May 21, 2015, among the Company and the Trustee (the “Base Indenture” and, as amended and supplemented
by this Supplemental Indenture in respect of the Notes, the “Indenture”).


 


The Company and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Company’s
6.500% Senior Notes due 2028 (as further defined herein, the “Notes”):


 


RECITALS


 


The Company has duly authorized,
executed and delivered the Base Indenture to provide for the issuance from time to time of the Company’s debentures, notes or other
evidence of indebtedness (herein called the “Securities”), to be issued in one or more series.


 


Section 10.1(c) of
the Base Indenture provides that the Company and the Trustee may enter into indentures supplemental to the Base Indenture, without the
consent of any holders of Securities, to establish the form or terms of Securities as permitted by the Base Indenture.


 


Pursuant to Sections 2.1 and
2.2 of the Base Indenture, the Company desires to execute this Supplemental Indenture to establish the form and terms, and to provide
for the issuance, of a series of senior notes designated as 6.500% Senior Notes due 2028 in an initial aggregate principal amount of $400,000,000
(the “Initial Notes”).


 


From time to time subsequent
to the Issue Date, the Company may, if permitted to do so pursuant to the terms of the Indenture, the Initial Notes and the terms of their
other indebtedness existing on such future date, issue Additional Notes (as defined below) (such Additional Notes, together with the Initial
Notes, the “Notes”), pursuant to this Supplemental Indenture.


 


This Supplemental Indenture
is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of this Supplemental Indenture
and shall, to the extent applicable, be governed by such provisions.


 


The Company has done all things
necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the
valid obligations of the Company. The Company has done all things necessary to make this Supplemental Indenture a valid agreement of the
Company in accordance with its terms.


 


ARTICLE One

APPLICATION OF SUPPLEMENTAL INDENTURE

AND CREATION OF THE INITIAL NOTES


 


Section 1.01.          Application of
this Supplemental Indenture.


 


Notwithstanding any other
provision of this Supplemental Indenture, the provisions of this Supplemental Indenture, including as provided in Section 1.02 below,
are expressly and solely for the benefit of the Holders of the Notes and the Subsidiary Guarantees and shall not apply to any other series
of Securities that may be issued hereafter under the Base Indenture. The Notes constitute a series of Securities (as defined in the Base
Indenture) as provided in Sections 2.1 and 2.2 of the Base Indenture. Unless otherwise expressly specified, references in this Supplemental
Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Supplemental Indenture,
and not the Base Indenture or any other document.


 






    1


     


    

 


Section 1.02.          Effect of this
Supplemental Indenture.


 


With respect to the Notes
(and any notation of Guarantee endorsed thereon) only, the Base Indenture is supplemented and amended pursuant to Section 10.1 thereof
to establish the form and terms of the Notes (and any notation of Note Guarantee endorsed thereon) as set forth in this Supplemental Indenture,
including as follows:


 


(1)            Definitions.
The provisions of Article 1 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Two
of this Supplemental Indenture;


 


(2)            Security
Forms. The provisions of Article 2 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Three
of this Supplemental Indenture;


 


(3)            Redemption.
The provisions of Article 3 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Four
of this Supplemental Indenture;


 


(4)            Covenants.
The provisions of Article 4 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Five
of this Supplemental Indenture;


 


(5)            Holder’
Lists and Reports by the Company and the Trustee. The provisions of Article 5 of the Base Indenture are deleted in their entirety;


 


(6)            Defaults
and Remedies. The provisions of Article 6 of the Base Indenture are deleted and replaced in their entirety by the provisions
of Article Seven of this Supplemental Indenture;


 


(7)            The
Trustee. The provisions of Article 7 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Eight
of this Supplemental Indenture;


 


(8)            The
Holders and Securityholders’ Meetings. The provisions of Articles 8 and 9 of the Base Indenture are deleted in their entirety;


 


(9)            Amendments
and Waivers. The provisions of Article 10 of the Base Indenture are deleted and replaced in their entirety by the provisions
of Article Ten of this Supplemental Indenture;


 


(10)          Successors.
The provisions of Article 11 of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Six
of this Supplemental Indenture;


 






    2


     


    

 


(11)          Satisfaction
and Discharge of Indenture; Defeasance. The provisions of Article 12 of the Base Indenture are deleted and replaced in their
entirety by the provisions of Articles Nine and Twelve of this Supplemental Indenture;


 


(12)          Subsidiary
Guarantees. Certain of the provisions relating to the Subsidiary Guarantees of the Notes are set forth in Article Eleven of this
Supplemental Indenture;


 


(13)          Immunity.
The provisions of Article 13 of the Base Indenture are deleted in their entirety; and


 


(14)          Miscellaneous
Provisions. The provisions of Article 14 of the Base Indenture are deleted and replaced in their entirety by the provisions of
Article Thirteen of this Supplemental Indenture.


 


To the extent that the provisions of this Supplemental
Indenture (including those referred to in clauses (1) through (14) above) conflict with any provision of the Base Indenture, the
provisions of this Supplemental Indenture shall govern and be controlling, but solely with respect to the Notes (and any notation of Guarantee
endorsed thereon).


 


ARTICLE Two

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 2.01.          Definitions.


 


“Acquired Indebtedness”
means Indebtedness (i) of a Person or any of its Subsidiaries existing at the time such Person becomes or is merged with and into
a Restricted Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case whether or not
Incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such
acquisition. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (i) of the preceding sentence, on
the date such Person becomes or is merged with and into a Restricted Subsidiary and, with respect to clause (ii) of the preceding
sentence, on the date of consummation of such acquisition of assets.


 


“Additional Assets”
means:


 


(1)            any
properties or assets to be used by the Company or a Restricted Subsidiary in the Oil and Gas Business;


 


(2)            the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or
a Restricted Subsidiary; or


 


(3)            Capital
Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;


 


provided,
however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in the Oil and Gas
Business.


 






    3


     


    

 


“Additional Notes”
means any further Notes (other than the Initial Notes) issued under this Indenture in accordance with the terms of this Indenture, including
Sections 3.01(c), 3.02, 3.15 and 5.07, as part of the same series as the Initial Notes, ranking equally with those Initial Notes and having
identical terms to the Initial Notes (except that there may be differences in (a) the date of issuance, (b) the issue price,
(c) at the option of the Company, as to the payment of interest accruing prior to the issue date of such Additional Notes, and (d) the
first payment of interest following the issue date of such Additional Notes), subject to compliance with Article Three. The Initial
Notes and any Additional Notes subsequently issued under this Indenture shall be treated as a single class of securities for all purposes
under this Indenture, including, without limitation, directions, waivers, amendments, consents, redemptions and offers to purchase.


 


“Adjusted Consolidated Net Tangible Assets”
of the Company means (without duplication), as of the date of determination, the remainder of:


 


(a)           the
sum of:


 


(1)            discounted
future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC
guidelines before any state or federal income taxes, as estimated by the Company in a reserve report prepared as of the end of the Company’s
most recently completed fiscal year for which audited financial statements are available, as increased by, as of the date of determination,
the estimated discounted future net revenues from:


 


(A)            estimated
proved oil and gas reserves acquired since such year end, which reserves were not reflected in such year end reserve report, and


 


(B)            estimated
oil and gas reserves attributable to extensions, discoveries and other additions and upward revisions of estimates of proved oil and gas
reserves since such year end due to exploration, development or exploitation, production or other activities, which would, in accordance
with standard industry practice, cause such revisions (including the impact to proved reserves and future net revenues from estimated
development costs incurred and the accretion of discount since such year end),


 


and decreased by, as of the date of determination, the estimated discounted
future net revenues from:


 


(C)            estimated
proved oil and gas reserves produced or disposed of since such year end, and


 


(D)            estimated
oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves since such year end due to changes
in geological conditions or other factors which would, in accordance with standard industry practice, cause such revisions, in each case
calculated on a pre-tax basis and in accordance with SEC guidelines,


 


in the case of clauses (A) through (D) utilizing
prices and costs calculated in accordance with SEC guidelines as of such year end; provided, however, that in the case of each
of the determinations made pursuant to clauses (A) through (D), such increases and decreases shall be as estimated by the Company’s
petroleum engineers;


 






    4


     


    

 


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


 


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


 


(4)            the
greater of:


 


(A)            the
net book value of other tangible assets of the Company and its Restricted Subsidiaries, as of a date no earlier than the date of the Company’s
latest annual or quarterly financial statements, and


 


(B)            the
appraised value, as estimated by independent appraisers, of other tangible assets of the Company and its Restricted Subsidiaries, as of
a date no earlier than the date of the Company’s latest audited financial statements; provided, that, if no such appraisal has been
performed, the Company shall not be required to obtain such an appraisal and only clause (4)(A) of this definition shall apply;


 


minus


 


(b)            the
sum of:


 


(1)            Minority
Interests;


 


(2)            any
net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest annual or quarterly
balance sheet (to the extent not deducted in calculating Net Working Capital of the Company in accordance with clause (a)(3) above
of this definition);


 


(3)            to
the extent included in (a)(1) above, the discounted future net revenues, calculated in accordance with SEC guidelines (utilizing
prices and costs calculated in accordance with SEC guidelines as of such year end), attributable to reserves which are required to be
delivered to third parties to fully satisfy the obligations of the Company and its Restricted Subsidiaries with respect to Volumetric
Production Payments (determined, if applicable, using the schedules specified with respect thereto), other than any such obligation under
the Existing Net Profits Plan; and


 


(4)            to
the extent included in (a)(1) above, the discounted future net revenues, calculated in accordance with SEC guidelines, attributable
to reserves subject to Dollar-Denominated Production Payments (other than under the Existing Net Profits Plan) which, based on the estimates
of production and price assumptions included in determining the discounted future net revenues specified in (a)(1) above, would be
necessary to fully satisfy the payment obligations of the Company and its Subsidiaries with respect to such Dollar-Denominated Production
Payments (determined, if applicable, using the schedules specified with respect thereto).


 






    5


     


    

 


If the Company changes its method of accounting
from the “successful efforts” method of accounting to the full cost or a similar method, “Adjusted Consolidated Net
Tangible Assets” will continue to be calculated as if the Company were still using the “successful efforts” method of
accounting.


 


“Affiliate”
of any specified Person means, any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.


 


“Agent” means any Registrar
or Paying Agent.


 


“Applicable Premium” means,
with respect to any Note on any applicable redemption date, the greater of:


 


(1)            1.0%
of the principal amount of such Note; or


 


(2)            the
excess, if any, of:


 


(a)  the present
value at such redemption date of (i) the redemption price of such Note at July 15, 2024 (as set forth in the table in Section 4.07(a) of
this Indenture), plus (ii) all required interest payments (excluding accrued and unpaid interest to such redemption date)
due on such Note through July 15, 2024, computed using a discount rate equal to the Treasury Rate as of such redemption date
plus 50 basis points; over


 


(b)  the principal amount
of such Note.


 


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


 


“Asset Disposition”
means any direct or indirect sale, lease (including by means of Production Payments and Reserve Sales and a Sale/Leaseback Transaction)
(other than an operating lease entered into in the ordinary course of the Oil and Gas Business), transfer, issuance or other disposition,
or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of (A) shares of Capital
Stock of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 5.07 and
directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted
Subsidiary), (B) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary
(excluding any division or line of business the assets of which are owned by an Unrestricted Subsidiary) or (C) any other assets
of the Company or any Restricted Subsidiary outside the ordinary course of business of the Company or such Restricted Subsidiary (each
referred to for the purposes of this definition as a “disposition”), in each case by the Company or any of its Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction.


 






    6


     


    

 


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


 


(1)            a
disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;


 


(2)            a
disposition of cash, Cash Equivalents or other financial assets in the ordinary course of business;


 


(3)            a
disposition of Hydrocarbons or mineral products inventory in the ordinary course of business;


 


(4)            a
disposition of damaged, unserviceable, obsolete or worn out equipment or equipment that is no longer necessary for the proper conduct
of the business of the Company and its Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;


 


(5)            transactions
in accordance with Article Six;


 


(6)            an
issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Restricted Subsidiary;


 


(7)            the
making of a Permitted Investment or a Restricted Payment (or a disposition that would constitute a Restricted Payment but for the exclusions
from the definition thereof) permitted by Section 5.08;


 


(8)            an
Asset Swap;


 


(9)            dispositions
of assets with a Fair Market Value of less than $10.0 million in any single transaction or series of related transactions;


 


(10)          Permitted
Liens and dispositions in connection therewith or as a result thereof;


 


(11)          dispositions
of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy
or similar proceedings and exclusive of factoring or similar arrangements;


 


(12)          the
licensing or sublicensing of intellectual property (including, without limitation, the licensing of seismic data) or other general intangibles
and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business
of the Company and its Restricted Subsidiaries;


 


(13)          foreclosure
on assets;


 


(14)          any
Production Payments and Reserve Sales; provided that any such Production Payments and Reserve Sales, other than incentive compensation
programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical
services to the Company or a Restricted Subsidiary, shall have been created, Incurred, issued, assumed or Guaranteed in connection
with the financing of, and within 60 days after the acquisition of, the property that is subject thereto;


 






    7


     


    

 


(15)          surrender
or waiver of contract rights, oil and gas leases, or the settlement, release or surrender of contract, tort or other claims of any kind;


 


(16)          the
abandonment, farm-out, lease or sublease or other disposition of developed or undeveloped Oil and Gas Properties in the ordinary course
of business, including pursuant to any agreement or arrangement described in the definition of Permitted Business Investment; and


 


(17)          a
disposition (whether or not in the ordinary course of business) of any Oil and Gas Property or interest therein to which no proved reserves
are attributable at the time of such disposition.


 


“Asset Swap”
means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase and sale or exchange of any
oil or natural gas properties or assets or interests therein between the Company or any of its Restricted Subsidiaries and another Person;
provided, that any cash received must be applied in accordance with Section 5.11 as if the Asset Swap were an Asset Disposition.


 


“Average Life”
means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the
sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment
of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by
(2) the sum of all such payments.


 


“Bankruptcy Law”
means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law or foreign law relating
to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors or any amendment to, succession
to or change in any such law.


 


“Beneficial Owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms
 “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.


 


“Board of Directors”
means, as to any Person that is a corporation, the board of directors of such Person or any duly authorized committee thereof or as to
any Person that is not a corporation, the board of managers or such other individual or group serving a similar function.


 


“Board Resolution”
means, with respect to a Board of Directors, a copy of a resolution certified by the Secretary or an Assistant Secretary of the Person
or, in the case of a Person that is a partnership that has no such officers, the Secretary or an Assistant Secretary of a general partner
of such Person, to have been duly adopted by such Board of Directors and to be in full force and effect on the date of such certification,
and delivered to the Trustee.


 






    8


     


    








 


“Borrowing Base”
means, with respect to borrowings under the Senior Secured Credit Agreement and any amendment to and/or modification or replacement of
the foregoing in the form of a reserve-based borrowing base credit facility, in each case with lenders that include commercial banks regulated
by the U.S. Office of the Comptroller of the Currency, the maximum amount determined or re-determined by the lenders thereunder as the
aggregate lending value to be ascribed to the Oil and Gas Properties and other assets of the Company and its Restricted Subsidiaries against
which such lenders are prepared to provide loans, letters of credit or other Indebtedness to the credit parties, using customary practices
and standards for determining reserve-based borrowing base loans and which are generally applied to borrowers in the Oil and Gas Business
by commercial lenders, as determined semi-annually during each year and/or on such other occasions as may be required or provided for
therein.


 


“Business Day”
means each day that is not a Saturday, Sunday or other day on which commercial 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, units, interests, rights to purchase, warrants, options, participations or other equivalents of
or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into, or exchangeable for, such equity.


 


“Capitalized Lease
Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such
obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof
will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated
without penalty.


 


“Cash Equivalents”
means:


 


(1)            securities
issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States
(provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year
from the date of acquisition;


 


(2)             marketable
general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality
thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A”
(or the equivalent thereof) or better from either S&P or Moody’s;


 


(3)            certificates
of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more
than one year from the date of acquisition thereof issued by any commercial bank the short-term deposit of which is rated at the time
of acquisition thereof at least “A2” or the equivalent thereof by S&P, or “P-2” or the equivalent thereof
by Moody’s, and having combined capital and surplus in excess of $100.0 million;


 






    9


     


    

 


(4)          repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (1), (2) and (3) entered
into with any bank meeting the qualifications specified in clause (3) above;


 


(5)           commercial
paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or
the equivalent thereof by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two
named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition
thereof; and


 


(6)         interests
in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in clauses
(1) through (5) above.


 


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


 


(1)            any
 “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), is or becomes the Beneficial Owner, 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) other than as a result of any
merger or consolidation in which the holders of the Voting Stock of the Company immediately prior to such transaction will, immediately
after such transaction, hold or own Voting Stock of the surviving or successor entity or any parent thereof representing a majority of
the voting power of the Voting Stock of such entity (for the purposes of this clause (1), 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, directly or indirectly, more than
50% of the total voting power of the Voting Stock of such parent entity);


 


(2)            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 Restricted 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


 


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


 


“Change of Control
Triggering Event” means the occurrence of a Change of Control that is accompanied or followed by a downgrade by one or more
gradations (including gradations within ratings categories as well as between ratings categories) or withdrawal of the rating of the Notes
within the Ratings Decline Period by either of the Rating Agencies, as a result of which the rating of the Notes by such Rating Agency
on any day during such Ratings Decline Period is below the rating by such Rating Agency in effect immediately preceding the first public
announcement of the Change of Control (or occurrence thereof if such Change of Control occurs prior to public announcement).


 






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“Clearstream”
means Clearstream Banking, société anonyme, Luxembourg, and its successors.


 


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


 


“Commodity Agreements”
means, in respect of any Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement
or arrangement in respect of Hydrocarbons used, produced, processed or sold by such Person that are customary in the Oil and Gas Business
and designed to protect such Person against fluctuation in Hydrocarbon prices.


 


“Common Stock”
means, with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without
limitation, all series and classes of such common stock.


 


“Company”
means SM Energy Company, a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “ Company “ shall mean such successor Person.


 


“Consolidated Coverage
Ratio” means as of any date of determination, the ratio of (x) the aggregate amount of Consolidated EBITDAX of such Person
for the Test Period ending prior to the date of such determination to (y) Consolidated Interest Expense for such Test Period, provided,
however, that:


 


(1)          if
the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDAX
and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness and
the use of proceeds thereof as if such Indebtedness had been Incurred on the first day of such period and such proceeds had been applied
as of such date;


 


(2)         if
the Company or any Restricted Subsidiary has Incurred, repaid, repurchased, defeased or otherwise discharged any Indebtedness (other than
Indebtedness described in clause (1) above) since the beginning of the period, Consolidated EBITDAX and Consolidated Interest Expense
for such period will be calculated after giving effect on a pro forma basis to such Incurrence, repayment, repurchase, defeasement or
other discharge of Indebtedness as if such Incurrence, repayment, repurchase, defeasement or other discharge had occurred on the first
day of such period (except that, in making such computation, the amount of Indebtedness under any revolving Credit Facility shall be computed
based upon the average daily balance of such Indebtedness during such period);


 






    11


     


    

 


(3)         if,
since the beginning of such period, the Company or any Restricted Subsidiary has made any Asset Disposition or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Disposition, the Consolidated EBITDAX for such period will
be reduced by an amount equal to the Consolidated EBITDAX (if positive) directly attributable to the assets which are the subject of such
Asset Disposition for such period or increased by an amount equal to the Consolidated EBITDAX (if negative) directly attributable thereto
for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged
with respect to the Company and its continuing Restricted Subsidiaries in connection with or with the proceeds from such Asset Disposition
for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly
attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are
no longer liable for such Indebtedness after such sale);


 


(4)          if,
since the beginning of such period, the Company or any Restricted Subsidiary (by merger or otherwise) has made an Investment in any Restricted
Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into the Company or a Restricted Subsidiary) or an
acquisition (or will have received a contribution) of assets, including any acquisition or contribution of assets occurring in connection
with a transaction causing a calculation to be made under this Indenture, which constitutes all or substantially all of a company, division,
operating unit, segment, business, group of related assets or line of business, Consolidated EBITDAX and Consolidated Interest Expense
for such period will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment
or acquisition or contribution had occurred on the first day of such period; and


 


(5)          if,
since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company
or any Restricted Subsidiary since the beginning of such period) made any Asset Disposition or any Investment or acquisition of assets
that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary
during such period, Consolidated EBITDAX and Consolidated Interest Expense for such period will be calculated after giving pro forma effect
thereto as if such Asset Disposition or Investment or acquisition of assets had occurred on the first day of such period.


 


For purposes of this definition,
whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good
faith by a responsible financial or accounting officer of the Company; provided that such officer may in his or her discretion include
any reasonably identifiable and factually supportable pro forma changes to Consolidated EBITDAX, including any pro forma expenses and
cost reductions, that have occurred or in the judgment of such officer are reasonably expected to occur within 12 months of the date
of the applicable transaction (regardless of whether such expense or cost reduction or any other operating improvements could then be
reflected properly in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other
regulation or policy of the SEC). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of such period to the date of determination
had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness,
but if the remaining term of such Interest Rate Agreement is less than 12 months, then such Interest Rate Agreement shall only be taken
into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect
bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional rate chosen by the
Company. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate,
a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,
then based upon such optional rate chosen as the Company may designate.


 






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


 


(1)            Consolidated
Interest Expense;


 


(2)            Consolidated
Income Tax Expense;


 


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


 


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


 


(5)       other
non-cash charges of the Company and its Restricted Subsidiaries (excluding any such non-cash charge to the extent it represents an accrual
of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included
in the calculation); and


 


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


 


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


 


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


 


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


 


(1)            interest
expense attributable to Capitalized Lease Obligations;


 






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


 


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


 


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


 


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


 


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


 


(7)            the
consolidated interest expense of the Company and its Restricted Subsidiaries that was capitalized during such period; and


 


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


 


minus, to the extent included above, any interest
attributable to Dollar-Denominated Production Payments.


 


For the purpose of calculating
the Consolidated Coverage Ratio in connection with the Incurrence of any Indebtedness described in clause (d) of the definition of
 “Indebtedness,” the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts
described in clauses (1) through (8) above) relating to any Indebtedness of the Company or any Restricted Subsidiary described
in clause (d) of the definition of “Indebtedness.”


 






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“Consolidated Net
Income” means, for any period, the aggregate net income (loss) of the Company and its consolidated Restricted Subsidiaries determined
in accordance with GAAP and before any reduction in respect of Preferred Stock dividends of such Person; provided, however, that there
will not be included (to the extent otherwise included therein) in such Consolidated Net Income:


 


(1)          any
net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:


 


(a)           subject
to the limitations contained in clauses (3) and (4) below, the Company’s equity in the net income of any such Person for
such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during
such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and


 


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


 


(2)       any
net income (but not loss) of any Restricted Subsidiary (other than a Subsidiary Guarantor) if such Subsidiary is subject to restrictions,
directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly,
to the Company, except that:


 


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


 


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


 


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


 


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


 


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


 


(6)         any
 “ceiling limitation” or other asset impairment write-downs on Oil and Gas Properties under GAAP or SEC guidelines;


 


(7)       any
unrealized non-cash gains or losses or charges in respect of Hedging Obligations or obligations under the Existing Net Profits Plan;


 


(8)      income
or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not
such operations were classified as discontinued);


 






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


 


(10)       non-cash
interest expense attributable to the equity component of debt that is convertible into Capital Stock of the Company, including under ASC
Topic 470; and


 


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


 


“Consolidated Total
Net Debt” means, as of any date of determination, (i) all Indebtedness of the types described in clauses (a)(1), (2), (3),
(4) and (5) of the definition of “Indebtedness”, in each case, other than intercompany Indebtedness owing to the
Company or any Restricted Subsidiary, and actually owing by the Company and its Restricted Subsidiaries on such date and to the extent
appearing on the balance sheet of the Company determined on a consolidated basis in accordance with GAAP (provided that the amount of
any Capitalized Lease Obligations or any such Indebtedness issued at a discount to its face value shall be determined in accordance with
GAAP); minus (b) the aggregate amount of cash and Cash Equivalents included in the cash and Cash Equivalents accounts listed on the
consolidated balance sheet of the Company and its Restricted Subsidiaries at such date.


 


“Consolidated Total
Net Debt to Consolidated EBITDAX Ratio” means, as of any date of determination, the ratio of (a) the Consolidated Total
Net Debt of the Company as of the last day of the most recent Test Period ended on or prior to such date of determination to (b) the
Consolidated EBITDAX of the Company for such Test Period.


 


“Corporate Trust
Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 or such other address as to which
the Trustee may give notice to the Company.


 


“Credit Facility”
means, with respect to the Company or any Restricted Subsidiary, one or more debt facilities (including, without limitation, the Senior
Secured Credit Agreement), indentures or commercial paper facilities providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or
in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents
or other lenders and whether provided under the original Senior Secured Credit Agreement or any other credit or other agreement or indenture).


 


“Currency Agreement”
means in respect of a Person any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar
agreement as to which such Person is a party or a beneficiary.


 


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


 


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


 






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“Definitive Note”
means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 3.07, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 3.04 as the
Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant
to the applicable provisions of this Indenture.


 


“Disqualified Stock”
means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable) at the option of the holder of the Capital Stock or upon the happening of any event:


 


(1)            matures
or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant
to a sinking fund obligation or otherwise;


 


(2)        is
convertible or exchangeable for Disqualified Stock or other Indebtedness (excluding Capital Stock which is convertible or exchangeable
solely at the option of the Company or a Restricted Subsidiary); or


 


(3)           is
redeemable at the option of the holder of the Capital Stock in whole or in part (other than, including at the issuer’s election,
solely in exchange for Capital Stock which is not Disqualified Stock),


 


in each case on or prior to the date that is 91
days after the earlier of the date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes outstanding; provided
that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable
at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided further, that any Capital
Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially similar manner to the corresponding
definitions in this Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into
which it is convertible or for which it is exchangeable) provide that (i) the Company may not repurchase or redeem any such Capital
Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior
to compliance by the Company with Sections 5.11 and 5.15 and (ii) such repurchase or redemption will be permitted solely to the extent
also permitted in accordance with Section 5.08.


 


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


 






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“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Equity Offering”
means a public or private offering for cash by the Company of Capital Stock (other than Disqualified Stock), other than public offerings
registered on Form S-8.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Existing Net Profits
Plan” means the Company’s legacy Net Profits Interest Bonus Plan in existence as of the Issue Date.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors.


 


“Fair Market Value”
means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length free market transaction between
an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value
of an asset or property equal to or in excess of $100.0 million shall be determined by the Board of Directors of the Company acting in
good faith, whose determination shall be conclusive and evidenced by a resolution of such Board of Directors delivered to the Trustee,
and any lesser Fair Market Value may be determined by an officer of the Company acting in good faith.


 


“Generally Accepted
Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States of America
as in effect from time to time. All ratios and computations based on GAAP contained in this Indenture will be computed in conformity with
GAAP.


 


“Global Note Legend”
means the legend set forth in Section 3.07(f), which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes”
means a Note in global form registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto,
and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached
thereto, issued in accordance with Sections 3.01, 3.07(b) or 3.07(d) of Article Three of this Indenture.


 


“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


 






    18


     


    

 


(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 or any obligation to the extent it is payable only in Capital Stock of the Guarantor that is not Disqualified Stock. The term
 “Guarantee” used as a verb has a corresponding meaning.


 


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


 


“Hedging Obligations”
of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.


 


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


 


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


 


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


 


“Indebtedness” means,


 


(a)          with
respect to any Person on any date of determination (without duplication, whether or not contingent):


 


(1)            the
principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;


 


(2)           the
principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)        the
principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments
(including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable
and except to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such obligation is satisfied within
30 days of payment on the letter of credit);


 






    19


     


    

 


(4)         the
principal component of all obligations of such Person (other than obligations payable solely in Capital Stock that is not Disqualified
Stock) to pay the deferred and unpaid purchase price of property (except as described in clause (8) of the penultimate paragraph
of this definition of “Indebtedness”), which purchase price is due more than six months after the date of placing such property
in service or taking delivery and title thereto to the extent such obligations would appear as a liabilities upon the consolidated balance
sheet of such Person in accordance with GAAP;


 


(5)           Capitalized
Lease Obligations of such Person to the extent such Capitalized Lease Obligations would appear as liabilities on the consolidated balance
sheet of such Person in accordance with GAAP;


 


(6)           the
principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase
of any Disqualified Stock or, with respect to any Subsidiary that is not a Subsidiary Guarantor, any Preferred Stock (but excluding, in
each case, any accrued dividends);


 


(7)           the
principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value
of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;


 


(8)             the
principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and


 


(9)          to
the extent not otherwise included in this definition, net obligations of such Person under Commodity Agreements, Currency Agreements and
Interest Rate Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement
giving rise to such obligation that would be payable by such Person at such time);


 


provided,
however, that any indebtedness which has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash
or Cash Equivalents (in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and
all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness,
and subject to no other Liens, shall not constitute “Indebtedness.”


 


(b)        The
amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at
such date.


 






    20


     


    

 


(c)          Notwithstanding
the preceding, “Indebtedness” shall not include:


 


(1)           Production
Payments and Reserve Sales;


 


(2)          any
obligation of a Person in respect of a farm-in agreement or similar arrangement whereby such Person agrees to pay all or a share of the
drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation,
after which expenses are shared in accordance with the working or participation interest therein or in accordance with the agreement of
the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas
property;


 


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


 


(4)        any
obligation arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, Guarantees, adjustment of
purchase price, holdbacks, contingency payment obligations or similar obligations, in each case, Incurred or assumed in connection
with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that such Indebtedness
is not reflected on the face of the balance sheet of the Company or any Restricted Subsidiary;


 


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


 


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


 


(7)         all
contracts and other obligations, agreements, instruments or arrangements described in clauses (19), (20), (21) or (27)(a) of the
definition of “Permitted Liens;” and


 


(8)          accrued
expenses and trade payables and other accrued liabilities arising in the ordinary course of business that are not overdue by 90 days past
the invoice or billing date or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted.


 






    21


     


    

 


(d)          In
addition, “Indebtedness” of any Person shall include Indebtedness described in the first paragraph of this definition of “Indebtedness”
that would not appear as a liability on the balance sheet of such Person if:


 


(1)          such
Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”);


 


(2)          such
Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture or otherwise liable for all or a portion of
the Joint Venture’s liabilities (a “General Partner”); and


 


(3)        there
is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or
a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:


 


(a)           the
lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse,
by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or


 


(b)             if
less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is with recourse
to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount
and the related interest expense shall be included in Consolidated Interest Expense to the extent actually paid by such Person and its
Restricted Subsidiaries.


 


(e)         For
the avoidance of doubt, the principal amount of the Company’s 6.125% Senior Notes due 2022, 6.500% Senior Notes due 2023, 5.00%
Senior Notes due 2024, 5.625% Senior Notes due 2025 and 1.50% Senior Convertible Notes due 2021 that is outstanding on an applicable date
of calculation constitutes Indebtedness and does not constitute Subordinated Obligations.


 


“Indenture”
has the meaning attributed thereto in the first paragraph of this Supplemental Indenture, as amended or supplemented from time to time.


 


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


 


“Initial Notes”
means Notes issued on the Issue Date.


 


“Interest Payment
Date” has the meaning stated in Exhibit A hereto.


 


“Interest Rate Agreement”
means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar
agreement or arrangement as to which such Person is party or a beneficiary.


 






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“Investment”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan or other extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt or
extension of credit represented by a bank deposit other than a time deposit and advances or extensions of credit to customers in the ordinary
course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property
or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments
(excluding any interest in an oil or natural gas leasehold to the extent constituting a security under applicable law) issued by, such
other Person and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided
that none of the following will be deemed to be an Investment:


 


(1)           Hedging
Obligations entered into in the ordinary course of business and in compliance with this Indenture;


 


(2)           endorsements
of negotiable instruments and documents in the ordinary course of business; and


 


(3)        an
acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration
consists of Common Stock of the Company.


 


The amount of any Investment
shall not be adjusted for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment.


 


For purposes of the definition
of “Unrestricted Subsidiary” and Section 5.08:


 


(1)          “Investment”
will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted
Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated
an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company
will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal
to:


 


(a)           the
Company’s “Investment” in such Subsidiary at the time of such redesignation less,


 


(b)           the
portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary
at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and


 


(2)          any
property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer.


 


“Investment Grade
Rating” means a rating equal to or higher than:


 


(1)          Baa3
(or the equivalent) by Moody’s; and


 


(2)          BBB−
(or the equivalent) by S&P,


 


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


 






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“Investment Grade
Rating Event” means the first day on which the Notes have an Investment Grade Rating from each Rating Agency, and no Default
has occurred and is then continuing under this Indenture.


 


“Issue Date”
means the first date on which the Notes are issued under this 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; provided that in no event shall an operating lease be deemed to constitute a Lien.


 


“Minority Interest”
means the percentage interest represented by any class of Capital Stock of a Restricted Subsidiary that are not owned by the Company or
a Restricted Subsidiary.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.


 


“Net Available Cash”
from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration,
but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness
or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash
form) therefrom, in each case net of:


 


(1)            all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal,
state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available
tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Disposition;


 


(2)           all
payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable
law be repaid out of the proceeds from such Asset Disposition;


 


(3)            all
distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures or to holders of royalty
or similar interests or interests under the Existing Net Profits Plan as a result of such Asset Disposition;


 






    24


     


    

 


(4)         the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated
with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;
and


 


(5)          all
relocation expenses incurred as a result thereof and all related severance and associated costs, expenses and charges of personnel related
to assets and related operations disposed of;


 


provided,
however, that if any consideration for an Asset Disposition (that would otherwise constitute Net Available Cash) is required
to be held in escrow pending determination of whether or not a purchase price adjustment will be made, such consideration (or any portion
thereof) shall become Net Available Cash only at such time as it is released to the Company or any of its Restricted Subsidiaries from
escrow.


 


“Net Cash Proceeds”
with respect to any issuance or sale of Capital Stock or any contribution to equity capital, means the cash proceeds of such issuance,
sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing
fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance,
sale or contribution and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax
credit or deductions and any tax sharing arrangements).


 


“Net Working Capital”
means (a) all current assets of the Company and its Restricted Subsidiaries, except current assets from commodity price risk management
activities arising in the ordinary course of the Oil and Gas Business, less (b) all current liabilities of the Company and its Restricted
Subsidiaries, except current liabilities (i) associated with asset retirement obligations relating to Oil and Gas Properties, (ii) included
in Indebtedness and (iii) any current liabilities from commodity price risk management activities arising in the ordinary course
of the Oil and Gas Business, in each case as set forth in the consolidated financial statements of the Company prepared in accordance
with GAAP.


 


“Non-Recourse Debt”
means Indebtedness of a Person:


 


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


 


(2)         no
default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary
to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity;
and


 


(3)            the
explicit terms of which provide there is no recourse against any of the assets of the Company or its Restricted Subsidiaries.


 






    25


     


    

 


“Non-Recourse Purchase
Money Indebtedness” means Indebtedness (other than Capitalized Lease Obligations) of the Company or any Restricted Subsidiary
Incurred in connection with the acquisition by the Company or such Restricted Subsidiary in the ordinary course of business of fixed assets
used in the Oil and Gas Business (including office buildings and other real property used by the Company or such Restricted Subsidiary
in conducting its operations) with respect to which (a) the holders of such Indebtedness agree that they will look solely to the
fixed assets so acquired which secure such Indebtedness, and neither the Company nor any Restricted Subsidiary (i) is directly or
indirectly liable for such Indebtedness or (ii) provides credit support, including any undertaking, Guarantee, agreement or instrument
that would constitute Indebtedness (other than the grant of a Lien on such acquired fixed assets), and (b) no default or event of
default with respect to such Indebtedness would cause, or permit (after notice or passage of time or otherwise), any holder of any other
Indebtedness of either the Company or a Restricted Subsidiary to declare a default or event of default on such other Indebtedness or cause
the payment, repurchase, redemption, defeasance or other acquisition or retirement for value thereof to be accelerated or payable prior
to any scheduled principal payment, scheduled sinking fund payment or maturity.


 


“Notes”
has the meaning assigned to it in the Recitals to this Supplemental Indenture. For all purposes of this Indenture, the term “Notes”
shall include the Initial Notes and all Additional Notes issued hereunder, and all such Notes shall be treated as a single class.


 


“Obligations”
means, in respect to a reference Indebtedness, any principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing such Indebtedness.


 


“Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer
or the Secretary of the Company. The term “Officer” of any Subsidiary Guarantor has a correlative meaning.


 


“Officers’
Certificate” means a certificate signed by two Officers of the Company.


 


“Oil and Gas Business”
means:


 


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


 


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


 


(3)            any
other related energy business, including power generation and electrical transmission business, directly or indirectly, from oil, natural
gas and other Hydrocarbons, minerals and renewable energy produced substantially from properties in which the Company or its Restricted
Subsidiaries, directly or indirectly, participate;


 






    26


     


    

 


(4)            any
business relating to oil field sales and service or drilling rigs; and


 


(5)           any
business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in the foregoing clauses
(1) through (4) of this definition.


 


“Oil and Gas Properties”
means all properties, including equity or other ownership interests therein, owned by a Person which contain or are believed to contain
oil and gas reserves.


 


“Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the Trustee or, where applicable, to any other Person who is to receive
such opinion pursuant to this Indenture. The counsel may be an employee of or counsel to the Company or the Trustee or any other Person
who is required to deliver such opinion pursuant to this Indenture.


 


“Pari Passu Indebtedness”
means any Indebtedness of the Company or any Subsidiary Guarantor that ranks equally in right of payment to the Notes or the Subsidiary
Guarantees, as the case may be.


 


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


 


“Permitted Acquisition
Indebtedness” means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the
extent such Indebtedness was Indebtedness:


 


(1)          of
an acquired Person prior to the date on which such Person became a Restricted Subsidiary as a result of having been acquired and not incurred
in contemplation of such acquisition; or


 


(2)         of
a Person that was merged, consolidated or amalgamated with or into the Company or a Restricted Subsidiary that was not incurred in contemplation
of such merger, consolidation or amalgamation,


 


provided,
that on the date such Person became a Restricted Subsidiary or the date such Person was merged, consolidated and amalgamated with or into
the Company or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto,


 


(A)         the
Restricted Subsidiary or the Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Consolidated Coverage Ratio test described in Section 5.07; or


 


(B)          the
Consolidated Coverage Ratio for the Company would be greater than the Consolidated Coverage Ratio for the Company immediately prior to
such transaction.


 






    27


     


    

 


“Permitted Business
Investments” means any Investment made in the ordinary course of, and of a nature that is or shall have become customary in,
the Oil and Gas Business including investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing,
processing, gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements, transactions,
interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy
other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties including:


 


(1)         ownership
interests in oil, natural gas, other Hydrocarbons and minerals properties, liquefied natural gas facilities, processing facilities, gathering
systems, pipelines, storage facilities or related systems or ancillary real property interests;


 


(2)         Investments
in the form of or pursuant to operating agreements, working interests, royalty interests, mineral leases, processing agreements, farm-in
agreements, farm-out agreements, contracts for the sale, transportation or exchange of oil, natural gas, other Hydrocarbons and minerals,
production sharing agreements, participation agreements, development agreements, area of mutual interest agreements, unitization agreements,
pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or
limited), subscription agreements, stock purchase agreements, stockholder agreements and other similar agreements (including for limited
liability companies) with third parties; and


 


(3)            direct
or indirect ownership interests in drilling rigs and related equipment, including, without limitation, transportation equipment.


 


“Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in:


 


(1)           the
Company, a Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary;


 


(2)         another
Person if as a result of such Investment such other Person becomes a Restricted Subsidiary or is merged or consolidated with or into,
or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary and, in each case, any Investment
held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation
or transfer;


 


(3)            cash
and Cash Equivalents;


 


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


 


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


 






    28


     


    

 



 


(6)             loans
or advances to employees (other than executive officers) made in the ordinary course of business consistent with past practices of the
Company or such Restricted Subsidiary;


 


(7)             Capital
Stock, obligations or securities received in settlement of debts (x) created in the ordinary course of business and owing to the
Company or any Restricted Subsidiary or in satisfaction of judgments or (y) pursuant to any plan of reorganization or similar arrangement
in a bankruptcy or insolvency proceeding;


 


(8)          any
Person as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with
Section 5.11;


 


(9)             Commodity
Agreements, Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations are
Incurred in compliance with Section 5.07;


 


(10)            Guarantees
issued in accordance with Section 5.07;


 


(11)            Permitted
Business Investments;


 


(12)            any
Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment
or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure
by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to
any secured Investment in default;


 


(13)            any
Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’
compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;


 


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


 


(15)            Investments
in the Notes;


 


(16)            Investments
in existence on the Issue Date; and


 


(17)            Investments
by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (17), in an aggregate
amount outstanding at the time of such Investment not to exceed the greater of $50.0 million and 1.0% of the Company’s Adjusted
Consolidated Net Tangible Assets (with the Fair Market Value of such Investment being measured at the time such Investment is made and
without giving effect to subsequent changes in value).


 






    29


     


    

 


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


 


(1)            Liens
securing Indebtedness under a Credit Facility that was incurred pursuant to Section 5.07(b)(1);


 


(2)          pledges
or deposits by such Person under workers’ compensation laws, unemployment insurance laws, social security or old age pension 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 (which may be secured by a Lien) to secure public or statutory obligations of such
Person including letters of credit and bank guarantees required or requested by the United States, any State thereof or any foreign government
or any subdivision, department, agency, organization or instrumentality of any of the foregoing in connection with any contract or statute
(including lessee or operator obligations under statutes, governmental regulations, contracts or instruments related to the ownership,
exploration and production of oil, natural gas, other hydrocarbons and minerals on state, federal or foreign lands or waters), or deposits
of cash or United States government bonds to secure indemnity performance, surety or appeal bonds or other 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, in each case Incurred
in the ordinary course of business;


 


(3)     statutory
and contractual Liens of landlords and Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s
and repairmen’s Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve
or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;


 


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


 


(5)        Liens
in favor of issuers of surety or performance bonds or bankers’ acceptances issued pursuant to the request of and for the account
of such Person in the ordinary course of its business;


 


(6)           survey
exceptions, encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation,
minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct
of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value
of the assets of such Person and its Restricted Subsidiaries, taken as a whole, or materially impair their use in the operation of the
business of such Person;


 


(7)            Liens
securing Hedging Obligations;


 






    30


     


    

 


(8)            leases,
licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do
not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;


 


(9)             prejudgment
Liens and judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded 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;


 


(10)            Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, purchase money obligations
or other payments Incurred to finance the acquisition, lease, improvement or construction of or repairs or additions to, assets or property
acquired or constructed in the ordinary course of business; provided that:


 


(A)            the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and does not
exceed the cost of the assets or property so acquired or constructed; and


 


(B)         such
Liens are created within 180 days following the later of the acquisition, lease, completion of improvements, construction, repairs or
additions or commencement of full operation of the assets or property subject to such Lien and do not encumber any other assets or property
of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;


 


(11)          Liens
arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:


 


(A)          such
deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess
of those set forth by regulations promulgated by the Federal Reserve Board; and


 


(B)             such
deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;


 


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


 


(13)            Liens
existing on the Issue Date;


 


(14)           Liens
on property or shares of Capital Stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are
not created or Incurred 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 owned by the Company or any Restricted Subsidiary (other than assets or property
affixed or appurtenant thereto);


 






    31


     


    

 


(15)            Liens
on property at the time the Company or any of its Subsidiaries acquired the property, including any acquisition by means of a merger or
consolidation with or into the Company or any of its Subsidiaries; provided, however, that such Liens are not created or Incurred in connection
with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned
by the Company or any Restricted Subsidiary (other than assets or property affixed or appurtenant thereto);


 


(16)            Liens
securing the Notes, Subsidiary Guarantees and other obligations under this Indenture;


 


(17)         Liens
securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, 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
or is in respect of property or assets that is the security for a Permitted Lien hereunder;


 


(18)            any
interest or title of a lessor under any Capitalized Lease Obligation or operating lease; provided, that such Liens do not extend
to any property or asset that is not leased property subject to such Capitalized Lease Obligation or operating lease;


 


(19)            Liens
in respect of Production Payments and Reserve Sales, which Liens shall be limited to the property that is the subject of such Production
Payments and Reserve Sales;


 


(20)       Liens
arising under farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering
or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint
venture agreements, partnership agreements, operating agreements, royalties, working interests, net profits interests, joint interest
billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred
production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical
permits or agreements, and other agreements which are customary in the Oil and Gas Business; provided, however, in all instances that
such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract;


 


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


 


(22)            Liens
in favor of the Company or any Subsidiary Guarantor;


 


(23)            deposits
made in the ordinary course of business to secure liability to insurance carriers;


 


(24)          Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of goods in the ordinary course of business;


 






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(25)            Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 5.07; provided that such Liens do
not extend to any assets other than those that are the subject of such repurchase agreement;


 


(26)           Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(27)           any
(a) interest or title of a lessor or sublessor under any lease, liens reserved in oil, gas or other Hydrocarbons, minerals, leases
for bonus, royalty or rental payments and for compliance with the terms of such leases; (b) restriction or encumbrance that the
interest or title of such lessor or sublessor may be subject to (including, without limitation, ground leases or other prior leases of
the demised premises, mortgages, mechanics’ liens, tax liens, and easements); or (c) subordination of the interest of the
lessee or sublessee under such lease to any restrictions or encumbrance referred to in the preceding clause (b);


 


(28)            Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’
acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods;


 


(29)            Liens
arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives
arising under instruments governing Indebtedness permitted to be incurred under this Indenture, provided, however, that such Liens are
solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of
such Indebtedness;


 


(30)           Liens
arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such deposit
of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 5.08;


 


(31)           Liens
in favor of collecting or payer banks having a right of setoff, revocation, or charge back with respect to money or instruments of the
Company or any Subsidiary of the Company on deposit with or in possession of such bank; and


 


(32)       Liens
securing Indebtedness in an aggregate principal amount outstanding at any one time, added together with all other Indebtedness secured
by Liens Incurred pursuant to this clause (32), not to exceed the greater of $50.0 million and 1.0% of the Company’s Adjusted Consolidated
Net Tangible Assets, as determined on the date of Incurrence of such Indebtedness after giving pro forma effect to such Incurrence and
the application of the proceeds therefrom.


 


In each case set forth above,
notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset or group or
type of assets may include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof (including
dividends, distributions and increases in respect thereof).


 






    33


     


    

 


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


 


“Predecessor Note”
of any particular Note means every previous Note evidencing all or a portion of the same Indebtedness as that evidenced by such particular
Note; and any Note authenticated and delivered under Section 3.08 in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same Indebtedness as the lost, destroyed or stolen Note.


 


“Preferred Stock”
as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred
as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such corporation.


 


“Production Payments
and Reserve Sales” means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a royalty, overriding
royalty, net profits interest, production payment (whether volumetric or dollar denominated), partnership or other interest in Oil and
Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable
to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the
obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably
prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title
or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs
on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services
to the Company or a Restricted Subsidiary.


 


“Prospectus Supplement”
means the Prospectus Supplement of the Company dated June 9, 2021 relating to the offering of the Initial Notes.


 


“Rating Agency”
means each of S&P and Moody’s, or if S&P or Moody’s or both shall not make a rating on the Notes publicly available,
a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted
for S&P or Moody’s, or both, as the case may be.


 


“Ratings Decline
Period” means the period that (i) begins on the occurrence of a Change of Control and (ii) ends 90 days following
consummation of such Change of Control.


 






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“Refinancing Indebtedness”
means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay, extend, prepay, redeem or retire (including
pursuant to any defeasance or discharge mechanism) (collectively, “refinance” and “refinances” and “refinanced”
shall have correlative meanings) any Indebtedness (including Indebtedness of the Company that refinances Indebtedness of any Restricted
Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary, but excluding
Indebtedness of a Subsidiary that is not a Restricted Subsidiary that refinances Indebtedness of the Company or a Restricted Subsidiary),
including Indebtedness that refinances Refinancing Indebtedness, provided, however, that:


 


(1)          (a) if
the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness
has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the
Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least
91 days later than the Stated Maturity of the Notes;


 


(2)            the
Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the
Average Life of the Indebtedness being refinanced;


 


(3)            such
Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price)
that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted
value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest,
premiums or defeasance costs required by the instruments governing such existing Indebtedness and fees and expenses Incurred in connection
therewith);


 


(4)           if
the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Subsidiary Guarantee, such Refinancing Indebtedness
is subordinated in right of payment to the Notes or the Subsidiary Guarantee on terms at least as favorable to the Holders as those contained
in the documentation governing the Indebtedness being refinanced; and


 


(5)            if
the Indebtedness being refinanced is Non-Recourse Purchase Money Indebtedness or Indebtedness that refinanced Non-Recourse Purchase Money
Indebtedness, such Refinancing Indebtedness satisfies clauses (a) and (b) of the definition of “Non-Recourse Purchase
Money Indebtedness.”


 


“Reporting Failure”
means the failure of the Company to make available or otherwise deliver to the Trustee and each Holder of Notes, within the time periods
specified in Section 5.03 (after giving effect to any grace period specified under Rule 12b-25 under the Exchange Act), the
periodic reports, information, documents or other reports which the Company may be required to provide pursuant to such provision.


 


“Responsible Officer,”
when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his or her knowledge of and familiarity with the particular subject.


 


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


 






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“Restricted Subsidiary”
means any Subsidiary of the Company other than an Unrestricted Subsidiary.


 


“S&P”
means S&P Global Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.


 


“Sale/Leaseback Transaction”
means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or a Restricted Subsidiary leases it from such Person.


 


“SEC” means
the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the
execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act and
the Exchange Act, then the body performing such duties at such time.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Senior Secured Credit
Agreement” means the Sixth Amended and Restated Credit Agreement, dated as of September 28, 2018, as amended by the First
Amendment, dated as of April 18, 2019, the Second Amendment, dated as of September 19, 2019, the Third Amendment, dated as of
April 29, 2020, the Fourth Amendment, dated as of May 5, 2020, the Fifth Amendment, dated as of November 30, 2020, and
the Sixth Amendment, dated as of June 8, 2021, among the Company, as Borrower, Wells Fargo Bank, National Association, as Administrative
Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank PLC, BBVA Compass, Capital One, National
Association, Royal Bank of Canada, and the Bank of Nova Scotia, Houston Branch, as Co- Documentation Agents, and the lenders parties thereto
from time to time, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit
facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any
part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing
facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings
is permitted under Section 5.07).


 


“Significant Subsidiary”
means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC, as in effect on the Issue Date.


 


“Stated Maturity”
means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security
is due and payable, including 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.


 






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“Subordinated Obligation”
means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in
right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary”
of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability
company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or Persons performing similar
functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the capital
accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the
case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person
and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each
reference to a Subsidiary (other than in this definition) will refer to a Subsidiary of the Company.


 


“Subsidiary Guarantee”
means, individually, any Guarantee of payment of the Notes by a Subsidiary Guarantor pursuant to the terms of this Indenture and any supplemental
indenture thereto, and, collectively, all such Guarantees.


 


“Subsidiary Guarantors”
means any Subsidiary of the Company that is a guarantor of the Notes, including any Person that is required after the Issue Date to guarantee
the Notes pursuant to Section 5.13, in each case until a successor replaces such Person pursuant to the applicable provisions of
this Indenture and, thereafter, means such successor.


 


“Supplemental Indenture”
has the meaning set forth in the preamble hereto.


 


“Test Period”
in effect at any time means the Company’s most recently ended four consecutive fiscal quarters for which internal financial statements
are available (as determined in good faith by the Company).


 


“Treasury Rate”
means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available
at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from the redemption date to July 15, 2024; provided, however, that
if the period from the redemption date to July 15, 2024 is not equal to the constant maturity of a United States Treasury security
for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth
of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period
from the redemption date to July 15, 2024 is less than one year, the weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year shall be used. The Company will (a) calculate the Treasury Rate as of the
second Business Day preceding the applicable redemption date and (b) prior to such redemption date file with the Trustee an Officers’
Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.


 






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“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939, as amended, or any successor statute.


 


“Trustee”
means U.S. Bank National Association until a successor replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.


 


“Unrestricted Subsidiary”
means:


 


(1)            any
Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of
the Company in the manner provided below; and


 


(2)              any
Subsidiary of an Unrestricted Subsidiary.


 


The Board of Directors of
the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming
a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:


 


(A)            such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any
Lien on any property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise
an Unrestricted Subsidiary;


 


(B)           all
the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist
of Non-Recourse Debt;


 


(C)            on
the date of such designation, such designation and the Investment of the Company or a Restricted Subsidiary in such Subsidiary complies
with Section 5.08 of this Indenture;


 


(D)          such
Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:


 


(i)           to
subscribe for additional Capital Stock of such Person; or


 


(ii)          to
maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;
and


 


(E)            on
the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement
or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company or such Restricted
Subsidiary than those that might have been obtained from Persons who are not Affiliates of the Company.


 






    38


     


    

 


Any such designation by the Board of Directors
of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving
effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions.
If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be Incurred
as of such date. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would
occur as a consequence thereof and the Company could Incur at least $1.00 of additional Indebtedness under Section 5.07(a) on
a pro forma basis taking into account such designation


 


“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.


 


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


 


“Voting Stock”
of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to vote in the election of members
of such entity’s Board of Directors.


 


“Wholly Owned Subsidiary”
means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company
or another Wholly-Owned Subsidiary.


 


“2019 Notes”
means the Company’s $350.0 million in aggregate principal amount of 6.625% Senior Notes, which were issued pursuant to an indenture
between the Company and U.S. Bank National Association, as trustee, dated as of February 7, 2011, were to mature on February 15,
2019 and were redeemed by the Company on June 22, 2015.


 


“2019 Notes Issue
Date” means February 7, 2011, the initial date of issuance of the 2019 Notes.


 






    39


     


    

 


Section 2.02.Other Definitions.


 


	Term	Defined in
	Act	Section 13.13
	Affiliate Transaction	Section 5.12
	Asset Disposition Offer	Section 5.11
	Asset Disposition Offer Amount	Section 5.11
	Asset Disposition Offer Period	Section 5.11
	Asset Disposition Purchase Date	Section 5.11
	Authentication Order	Section 3.02
	Change of Control Offer	Section 5.15
	Change of Control Payment	Section 5.15
	Change of Control Payment Date	Section 5.15
	Covenant Defeasance	Section 9.03
	DTC	Section 3.04
	Event of Default	Section 7.01
	Excess Proceeds	Section 5.11
	Funds in Trust	Section 9.04
	Initial Lien	Section 5.09
	Legal Defeasance	Section 9.02
	Pari Passu Notes	Section 5.11
	Paying Agent	Section 3.04
	payment default	Section 7.01
	Registrar	Section 3.04
	Restricted Payments	Section 5.08
	Restricted Payment Basket	Section 5.08
	Successor Company	Section 6.01


 


Section 2.03.Incorporation by
Reference of Trust Indenture Act.


 


Whenever this Indenture refers to a provision of
the TIA, the provision is incorporated by reference in and made a part of this Indenture.


 


All terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.


 


Section 2.04.Rules of Construction.


 


Unless the context otherwise
requires:


 


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


 


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


 


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


 






    40


     


    

 


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


 


(e)            “or”
is not exclusive, and “including” means “including without limitation”, “including but not limited to”
or words of similar import; and


 


(f)            the
words “herein”, “hereof” and “hereunder” and words of similar import shall be construed to refer to
this Indenture in its entirety and not to any particular provision.


 


ARTICLE Three

THE NOTES


 


Section 3.01.Form And Dating.


 


(a)            General.
The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto.
The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the
date of its authentication. The Notes shall be issued in registered, global form without interest coupons and only shall be in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


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


 


(b)            Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive
form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the
 “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of
the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding
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 appropriate, 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,
as Custodian, in accordance with instructions given by the Holder thereof as required by Section 3.07.


 


(c)         Additional
Notes. Notwithstanding anything else herein, with respect to any Additional Notes issued subsequent to the date of this Indenture,
when the context requires all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional
Notes and to allow such Additional Notes to become fungible and interchangeable with the Initial Notes originally issued under this Indenture.
Indebtedness represented by Additional Notes shall be subject to the covenants contained in this Indenture.


 






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Section 3.02.Execution and Authentication.


 


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


 


(b)           The
Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”)
delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal
amount thereof, subject to compliance with Section 5.07, of which $400.0 million will be issued on the date of this Supplemental
Indenture.


 


(c)            If
an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be
valid.


 


(d)          A
Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.


 


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


 


(f)            The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.


 


Section 3.03.Methods of Receiving
Payments on the Notes.


 


If a Holder of Notes has given
wire transfer instructions to the Company at least 10 Business Days before payment is due, the Company shall pay all principal, interest
and premium, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at
the office or agency of the Paying Agent and Registrar unless the Company elects to make interest payments by check mailed to the Holders
at their addresses set forth in the register of Holders. Payments of interest to the Trustee as Paying Agent, if the Trustee then acts
as Paying Agent, with respect to any Interest Payment Date shall be made by the Company in immediately available funds for receipt by
the Trustee no later than 1:00 p.m. New York Time on such Interest Payment Date.


 






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Section 3.04.Registrar and Paying
Agent.


 


(a)           The
Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”),
which initially will be the office of the Trustee located at 950 17th Street, 5th Floor, Denver, CO 80202 and an office or agency where
Notes may be presented for payment (“Paying Agent”), which initially will be the office of the Trustee located at 100
Wall Street, Suite 1600, New York, NY 10005. The Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent
or Registrar without prior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall
act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.


 


(b)            The
Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.


 


(c)            The
Company initially appoints the Trustee to act as the Registrar and Paying Agent.


 


Section 3.05.Paying Agent to
Hold Money in Trust.


 


The Company shall require
each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders
or the Trustee all money held by the Paying Agent for the payment of principal or premium, if any, or interest on the Notes, and shall
notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require
a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by
it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or one of its Subsidiaries) shall have
no further liability for the money. If the Company or any of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating
to the Company, the Trustee shall serve as Paying Agent for the Notes.


 


Section 3.06.Holder Lists.


 


The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall
otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least
five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form
and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise
comply with TIA Section 312(a).


 






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Section 3.07.Transfer and Exchange.


 


(a)            Transfer
and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary. All beneficial interests in the Global Notes will be exchanged by the
Company for Definitive Notes only if:


 


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


 


(2)             the
Company, at its option but subject to DTC’s requirements, determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; or


 


(3)            there
has occurred and is continuing an Event of Default with respect to the Notes, and the Depositary notifies the Trustee of its decision
to exchange the Global Notes for Definitive Notes


 


Upon the occurrence of any of the preceding events
in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 3.08 and 3.11. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 3.07 or Section 3.08 or 3.11,
shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 3.07; however, beneficial interests in a Global Note may be transferred and exchanged as provided
in Section 3.07(b) hereof.


 


(b)            Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall
be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.


 


(1)            Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in a Global Note. Except as may be required by any Applicable Procedures, no written orders
or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 3.07(b)(1).


 


(2)          All
Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial
interests in the Global Notes that are not subject to Section 2.07(b)(1) above, the transferor of such beneficial interest must
deliver to the Registrar either:


 


(A)            both
(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase; or


 






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(B)            both
(1) if permitted under Section 3.07(a) hereof, a written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to
in (1) above. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained
in this Indenture and the Notes, the Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant to Section 3.07(g) hereof.


 


(c)            Transfer
or Exchange of Beneficial Interests in Global Notes to Definitive Notes. If any holder of a beneficial interest in a Global Note proposes
to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 3.07(b)(2) hereof, the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 3.07(g) hereof,
and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive
Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 3.07(c) shall
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver
such Definitive Notes to the Persons in whose names such Notes are so registered.


 


(d)              Transfer
and Exchange of Definitive Notes for Beneficial Interests. Other than following an exchange of beneficial interest in a Global Note
for Definitive Notes as contemplated by Section 3.07(a)(2), a Holder of a Definitive Note may exchange such Note for a beneficial
interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest
in a Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable
Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.


 


(e)          Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 3.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to
such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly
endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by
its attorney, duly authorized in writing. A Holder of Definitive Notes may transfer such Notes to a Person who takes delivery thereof
in the form of a Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar shall register the Definitive
Note pursuant to the instructions from the Holder thereof.


 






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(f)          Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture. Each Global Note shall bear a legend in substantially the following form:


 


THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF,
AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 3.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
IN PART PURSUANT TO SECTION 3.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 3.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.


 


UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


(g)            Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for beneficial
interests in another Global Note or for Definitive Notes, or a particular Global Note has been redeemed, repurchased or canceled in whole
and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 3.12.
At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall
take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such increase.


 






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(h)            General
Provisions Relating to Transfers and Exchanges.


 


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


 


(2)          No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant
to Sections 3.11, 4.06, 5.11, 5.15 and 10.05).


 


(3)          The
Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.


 


(4)           All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the
valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.


 


(5)           The
Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the
opening of business 15 days before the day of any selection of Notes for redemption under Section 4.02 and ending at the close of
business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.


 


(6)            Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest
on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.


 


(7)            The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 3.02.


 


(8)          All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 3.07 to effect
a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail or delivery service.


 






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Section 3.08.Replacement
Notes.


 


(a)            If
any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to their satisfaction of the destruction,
loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement
Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the
Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Company or the Trustee may charge for their expenses in replacing
a Note. If, after the delivery of such replacement Note, a protected purchaser of the original Note in lieu of which such replacement
Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note
from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company, the Trustee
and any Agent in connection therewith.


 


(b)           Subject
to the provisions of the final sentence of the preceding paragraph, every replacement Note is an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.


 


Section 3.09.Outstanding
Notes.


 


(a)         The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture,
and those described in this Section 3.09 as not outstanding. Except as set forth in Section 3.10, a Note does not cease to be
outstanding because the Company or an Affiliate of the Company holds the Note.


 


(b)            If
a Note is replaced pursuant to Section 3.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that
the replaced Note is held by a protected purchaser.


 


(c)            If
the principal amount of any Note is considered paid under Section 5.01, it ceases to be outstanding and interest on it ceases to
accrue.


 


(d)            If
the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any of the foregoing) holds as of 1:00 p.m. New
York Time, on a redemption date, repurchase date or other maturity date, money sufficient to pay Notes payable on that date, then on and
after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


Section 3.10.Treasury
Notes.


 


In determining whether the
Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by
any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered
as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.


 






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	Section 3.11.	Temporary Notes.



 


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


 


(b)         
  Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture.


 


	Section 3.12.	Cancellation.



 


The Company at any time may
deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them
for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its procedures for the
disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the Exchange
Act). Certification of the disposition of all canceled Notes shall be delivered to the Company. The Company may not issue new Notes to
replace Notes that they have paid or that have been delivered to the Trustee for cancellation.


 


	Section 3.13.	Defaulted Interest.



 


If the Company defaults in
a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable
on the defaulted interest, to the Persons who are Holders on the record date for the interest payment or a subsequent special record date,
in each case at the rate provided in the Notes and in Section 5.01. The Company shall notify the Trustee in writing of the amount
of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed
each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of
the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such interest to be paid.


 



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	Section 3.14.	CUSIP Numbers.



 


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


 


	Section 3.15.	Issuance of Additional Notes.



 


(a)          The
Company shall be entitled, subject to its compliance with Section 5.07, to issue Additional Notes under this Indenture.


 


(b)          With
respect to any Additional Notes, the Company shall set forth in the related Authentication Order the following information:


 


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


 


(2)            the
issue date and the CUSIP and/or ISIN number of such Additional Notes.


 


ARTICLE Four

REDEMPTION


 


	Section 4.01.	Notice to Trustee.



 



If the Company elects to redeem
Notes pursuant to the optional redemption provisions of Section 4.07, it shall furnish to the Trustee, at least 10 days (unless the
Trustee consents to a shorter period in the sole determination of the Trustee) before giving a notice of redemption pursuant to Section 4.03,
an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the
redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price, if then determined and otherwise
the method of its determination.


 


	Section 4.02.	Selection of Notes to Be Redeemed.



 



(a)            If
fewer than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the
Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if
the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee in its sole discretion deems
fair and reasonable (subject to the procedures of DTC or any other Depositary).


 


(b)           The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount at maturity thereof to be redeemed. No Notes in amounts of $2,000 or less shall be redeemed in part.
The Trustee may select for redemption portions of the principal of Notes that have denominations larger than $2,000. Notes and portions
of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder
are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except
as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.


 



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	Section 4.03.	Notice of Redemption.



 


(a)            At
least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its registered address and send a copy to the Trustee at the same
time.


 


The notice shall identify
the Notes (including CUSIP or ISIN number(s)) to be redeemed and shall state:


 


(1)            the
redemption date;


 


(2)            the
redemption price, if then determined and otherwise the method of its determination;


 


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


 


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


 


(5)            that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for
redemption;


 


(6)            that,
unless the Company defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and
after the redemption date;


 


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


 


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


 


(b)            At
the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, as provided in Section 4.01, an Officers’ Certificate requesting
that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.
The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice.


 



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(c)            Notices
of redemption may be subject to one or more conditions precedent specified in the notice of redemption. If a notice of redemption is subject
to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall
state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall
be satisfied or waived (provided that in no event shall such redemption date be delayed to a date later than 60 days after the date on
which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions
shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed. The Company shall provide written
notice of the satisfaction or waiver of such conditions, the delay of such redemption date or the rescission of such notice of redemption
to the Trustee no later than the close of business one Business Day prior to the redemption date, and the Trustee shall provide such notice
to each holder of the Notes in the same manner in which the notice of redemption was given. Upon receipt of such notice of the delay of
such redemption date or the rescission of such notice of redemption, such redemption date shall be automatically delayed or such notice
of redemption shall be automatically rescinded, as applicable, and the redemption of the Notes shall be automatically delayed or rescinded
and cancelled, as applicable, as provided in such notice.


 


	Section 4.04.	Effect of Notice of Redemption.



 


Once notice of redemption
is mailed in accordance with Section 4.03, Notes called for redemption shall become irrevocably due and payable (subject to the provisions
of Section 4.03 hereof) on the redemption date at the redemption price.


 


	Section 4.05.	Deposit of Redemption Price.



 


(a)            Prior
to 1:00 p.m. New York Time on the Business Day that is the redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of and accrued interest to the redemption date on all Notes to be redeemed on
that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price of, and such accrued interest on, all Notes to be redeemed.


 


(b)            If
the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue
on any Notes or portion of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the
related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Holder in whose name such Note was registered
at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful, on any interest not paid on such unpaid principal, in each case at the rate
provided in the Notes and in Section 5.01.


 



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	Section 4.06.	Notes Redeemed in Part.



 



Upon surrender of a Note that
is redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder at the expense of the Company a new Note
equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $2,000 or less shall be redeemed
in part.


 


	Section 4.07.	Optional Redemption.



 



(a)            On
or after July 15, 2024, the Company may redeem, at any time, all or, from time to time, a portion of the Notes, at the following
redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable
redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant Interest
Payment Date), if redeemed during the twelve-month period beginning on July 15 of the years indicated below:


 


	Year	 	Redemption
    Price	 
	2024	 	 	103.250	%
	2025	 	 	101.625	%
	2026 and thereafter	 	 	100.000	%



 


(b)            At
any time and from time to time prior to July 15, 2024, the Company may, at its option, on any one or more occasions redeem up to
35% of the aggregate principal amount of the Notes (including Additional Notes) issued under this Indenture with the Net Cash Proceeds
of one or more Equity Offerings at a redemption price of 106.500% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant
Interest Payment Date); provided, that (1) at least 65% of the original principal amount of the Notes issued on the Issue
Date remains outstanding after each such redemption; and (2) the redemption occurs within 180 days after the closing of the related
Equity Offering.


 


(c)            The
Company may, at its option, also redeem, in whole or in part, at any time prior to July 15, 2024, at a redemption price equal to
100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable
redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest
Payment Date). In connection with any redemption pursuant to this Sub-Section 4.07(c), the Company will (i) calculate the Treasury
Rate as of the second Business Day preceding the applicable redemption date and (ii) prior to such redemption date file with the
Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each
in reasonable detail.


 


(d)            The
Company may also redeem all of the Notes as provided in Section 5.15(j).


 


(e)            Any
redemption pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 4.01 through 4.06.


 



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	Section 4.08.	Mandatory Redemption.
	 




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


 


	Section 4.09.	Application of Trust Money.
	 




All money deposited with the
Trustee pursuant to Section 4.05 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.


 


ARTICLE Five

COVENANTS


 


	Section 5.01.	Payment of Notes.



 


(a)            The
Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided
in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the
Company or one of its Subsidiaries, holds as of 1:00 p.m. New York Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest on the Notes then due. If a payment
date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on such
payment for the intervening period.


 


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


 


	Section 5.02.	Maintenance of Office or Agency.



 



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


 



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(b)            The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


 


(c)            The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 3.04
of this Indenture.


 


	Section 5.03.	Reports.



 



(a)            Whether
or not the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, to the
extent not prohibited by the Exchange Act, the Company will make available to the Trustee and the Holders of the Notes without cost to
any Holder, 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 are specified in Sections 13 and 15(d) of the Exchange Act and applicable
to a U.S. corporation within the time periods specified therein with respect to an accelerated filer.


 


(b)            If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required by Section 5.03(a) above
will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s
Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the
Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries
of the Company.


 


(c)            The
Company shall be deemed to have furnished such reports to the Trustee and the Holders of Notes if it has filed such reports with the SEC
using the EDGAR filing system or on the Company’s website and such reports are publicly available.


 


	Section 5.04.	Compliance Certificate.



 



(a)            The
Company shall deliver to the Trustee, on or before a date not more than 120 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled
its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of his or
her knowledge, the Company has kept, observed, performed and fulfilled its obligations under this Indenture and is not in default in the
performance or observance of any of the material terms, provisions and conditions of this Indenture (or, if a Default or Event of Default
shall have occurred and be continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with respect thereto).


 


(b)            The
Company shall, so long as any of the Notes are outstanding, notify the Trustee on or before the 30th day after it has knowledge of the
occurrence and continuance of any Default and on or promptly thereafter, deliver to the Trustee an Officers’ Certificate specifying
such Default, its status and what action the Company is taking or proposes to take with respect thereto.


 



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	Section 5.05.	Taxes.



 



The Company shall pay, and
shall cause each of its Significant Subsidiaries to pay, prior to delinquency, any material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment would not have a
material adverse effect on the Company and its Restricted Subsidiaries, taken as a whole.


 


	Section 5.06.	Stay, Extension and Usury Laws.



 



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


 


	Section 5.07.	Limitation on Indebtedness and Preferred Stock.



 



(a)            The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including
Acquired Indebtedness) and the Company will not permit any of its Restricted Subsidiaries to issue Preferred Stock; provided, however,
that the Company may Incur Indebtedness and any of the Subsidiary Guarantors may Incur Indebtedness and issue Preferred Stock if on the
date thereof:


 


(1)            the
Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries is at least 2.25 to 1.00, determined on a pro forma basis
(including a pro forma application of proceeds); and


 


(2)            no
Default would occur as a consequence of, and no Event of Default would be continuing following, Incurring the Indebtedness or its
application.


 


(b)            Notwithstanding
the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries may incur each and all of the
following:


 


(1)            Indebtedness
under one or more Credit Facilities of the Company or any Restricted Subsidiary Incurred pursuant to this Section 5.07(b)(1) in
an aggregate amount not to exceed the greatest of (i) $1.1 billion, (ii) the Borrowing Base and (iii) the sum of $500.0
million and 25.0% of the Company’s Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such
Indebtedness after giving effect to the application of the proceeds therefrom;


 


(2)            Guarantees
of Indebtedness Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being
Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right
of payment to the Notes or the Subsidiary Guarantee to at least the same extent as the Indebtedness being Guaranteed, as the case may
be;


 



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(3)            Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company
or any Restricted Subsidiary; provided, however, that (a)(i) if the Company is the obligor on such Indebtedness and the obligee
is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations
with respect to the Notes and (ii) if a Subsidiary Guarantor is the obligor of such Indebtedness and the obligee is neither the Company
nor a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations of
such Subsidiary Guarantor with respect to its Subsidiary Guarantee and (b)(i) any subsequent issuance or transfer of Capital Stock
or any other event which results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of
the Company and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary
of the Company shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the
case may be, that was not permitted by this Section 5.07(b)(3);


 


(4)            Indebtedness
represented by (a) the Notes issued on the Issue Date and all Subsidiary Guarantees, (b) any Indebtedness (other than the Indebtedness
described in Sections 5.07(b)(1) or (2) or subclause (a) of this Section 5.07(b)(4)) outstanding on the Issue Date
and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Section 5.07(b)(4), Section 5.07(b)(5) or
(7) or Incurred pursuant to Section 5.07(a);


 


(5)            Permitted
Acquisition Indebtedness and Non-Recourse Purchase Money Indebtedness;


 


(6)            Indebtedness
in respect of (a) self-insurance obligations, bid, appeal, reimbursement, performance, surety and similar bonds and completion guarantees
provided by the Company or a Restricted Subsidiary in the ordinary course of business and any Guarantees or letters of credit functioning
as or supporting any of the foregoing bonds or obligations and (b) obligations represented by letters of credit for the account of
the Company or a Restricted Subsidiary in order to provide security for workers’ compensation claims (in the case of subclauses
(a) and (b) of this Section 5.07(b)(6) other than for an obligation for money borrowed);


 


(7)            Indebtedness
represented by Capitalized Lease Obligations of the Company or any of its Restricted Subsidiaries (whether or not Incurred pursuant to
sale and leaseback transactions), mortgage financings or purchase money obligations, Incurred in connection with the acquisition,
construction, improvement or development of real or personal, movable or immovable, property, in each case Incurred for the purpose of
financing, refinancing, renewing, defeasing or refunding all or any part of the purchase price or cost of acquisition, construction, improvement
or development of property used in the business of the Company or such Restricted Subsidiary, provided that after giving effect to any
such Incurrence, the aggregate principal amount of all Indebtedness Incurred pursuant to this Section 5.07(b)(7), together with any
Refinancing Indebtedness Incurred pursuant to Section 5.07(b)(4) in respect of such Indebtedness, and then outstanding does
not exceed $35.0 million; and


 



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(8)            in
addition to the items referred to in Sections 5.07(b)(1) through (7) above, Indebtedness of the Company and its Restricted
Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness
Incurred pursuant to this Section 5.07(b)(8) and then outstanding, will not exceed the greater of $150.0 million or 2.5% of
the Company’s Adjusted Consolidated Net Tangible Assets, determined as of the date of Incurrence of such Indebtedness after giving
effect to such Incurrence and the application of the proceeds therefrom.


 


(c)            For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and
in compliance with, this Section 5.07:


 


(1)            in
the event that an item of that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 5.07(a) or
(b), the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, subject to Section 5.07(c)(2) below,
may later classify, reclassify or redivide all or a portion of such item of Indebtedness, in any manner that complies with this covenant;


 


(2)            all
Indebtedness outstanding on the date of this Indenture under the Senior Secured Credit Agreement shall be deemed Incurred on the Issue
Date under clause (1) of Section 5.07(b);


 


(3)            Guarantees
of, or obligations in respect of letters of credit supporting, Indebtedness which is otherwise included in the determination of a
particular amount of Indebtedness shall not be included;


 


(4)            if
obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause
(1) of Section 5.07(b) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be
included to the extent of the underlying letter of credit;


 


(5)            the
principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will
be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase
premium) or the liquidation preference thereof;


 


(6)            Indebtedness
permitted by this Section 5.07 need not be permitted solely by reference to one provision permitting such Indebtedness but may be
permitted in part by one such provision and in part by one or more other provisions of this Section 5.07 permitting such Indebtedness;
and


 


(7)            the
amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in
respect thereof determined in accordance with GAAP.


 


(d)            Accrual
of interest, accrual of dividends, the amortization of debt discount or the accretion of accreted value, the payment of interest in the
form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and
unrealized losses or charges in respect of Hedging Obligations will not be deemed to be an Incurrence of Indebtedness for purposes of
this Section 5.07.


 



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(e)            The
Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness, or issue any shares of Disqualified Stock, other
than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary
shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be Incurred as
of such date under this Section 5.07, the Company shall be in Default of this Section 5.07.


 


(f)            For
purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent
principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit
Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such
refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange
rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.
Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant
shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any
Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall
be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that
is in effect on the date of such refinancing.


 


(g)            Nothing
contained in this Indenture is intended to treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely
because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has
a junior priority with respect to the same collateral.


 


	Section 5.08.	Limitation on Restricted Payments.



 



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


 


(1)            pay
any dividend or make any payment or distribution on or in respect of the Company’s or any Restricted Subsidiaries’ Capital
Stock (including any payment or distribution in connection with any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) except:


 


(A)            dividends
or distributions by the Company payable solely in Capital Stock of the Company (other than Disqualified Stock but including options, warrants
or other rights to purchase such Capital Stock of the Company); and


 



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(B)            dividends
or distributions payable to the Company or a Restricted Subsidiary and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary,
to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation)
so long as the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution;


 


(2)            purchase,
repurchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of the Company or any direct or indirect parent
of the Company held by Persons other than the Company or a Restricted Subsidiary (other than in exchange for Capital Stock of the Company
(other than Disqualified Stock));


 


(3)            purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness permitted under clause
(3) of Section 5.07(b) of this Indenture or (y) the purchase, repurchase, redemption, defeasance or other acquisition
or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption,
defeasance or other acquisition or retirement); or


 


(4)            make
any Restricted Investment in any Person;


 


(any such dividend, distribution, purchase, redemption,
repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in Sections 5.08(a)(1) through (4) shall
be referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such
Restricted Payment:


 


(A)            a
Default shall have occurred and be continuing (or would result therefrom);


 


(B)            the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 5.07(a) of this Indenture after giving
effect, on a pro forma basis, to such Restricted Payment; or


 


(C)            the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed
the sum of (the “Restricted Payment Basket”):


 


(i)            50%
of Consolidated Net Income for the period (treated as one accounting period) from March 31, 2021 to the end of the most recent fiscal
quarter ending prior to the date of such Restricted Payment for which internal financial statements are in existence (or, in case such
Consolidated Net Income is a deficit, minus 100% of such deficit);


 



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(ii)            100%
of the aggregate Net Cash Proceeds and the Fair Market Value of property or securities other than cash (including Capital Stock of Persons
engaged primarily in the Oil and Gas Business or assets used in the Oil and Gas Business), in each case received by the Company from the
issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other
than Net Cash Proceeds received from an issuance or sale of such Capital Stock to (x) Persons indicated in clause (5)(a) of
Section 5.08(b) or any direct or indirect parent of the Company, to the extent such Net Cash Proceeds have been used to make
a Restricted Payment pursuant to clause (5)(a) of Section 5.08(b), (y) a Subsidiary of the Company or (z) an employee
stock ownership plan, option plan or similar trust (to the extent such sale to an employee stock ownership plan, option plan or similar
trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash
on or prior to the date of determination));


 


(iii)            the
amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s balance sheet upon the conversion
or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted
Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash,
or the Fair Market Value of any other property (other than such Capital Stock), distributed by the Company upon such conversion or exchange),
together with the net proceeds, if any, received by the Company or any of its Restricted Subsidiaries upon such conversion or exchange;
and


 


(iv)            the
amount equal to the aggregate net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any
Person after the Issue Date resulting from:


 


(A)            repurchases,
repayments or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment
(other than to a Subsidiary of the Company), repayments of loans or advances or other transfers of assets (including by way of dividend
or distribution) by such Person to the Company or any Restricted Subsidiary;


 


(B)            the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”)
not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary, which amount in each case under this Section 5.08(a)(4)(C)(iv) was included in the
calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this Section 5.08(a)(4)(C)(iv) to
the extent it is already included in Consolidated Net Income; and


 



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(C)            the
sale by the Company or any Restricted Subsidiary (other than to the Company or a Restricted Subsidiary) of all or a portion of the Capital
Stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary (whether
any such distribution or dividend is made with proceeds from the issuance by such Unrestricted Subsidiary of its Capital Stock or otherwise).


 


(b)            Notwithstanding
the foregoing, Section 5.08(a) shall not prohibit the following actions:


 


(1)            any
Restricted Payment made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company
(other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership
plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed
by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination) or
a substantially concurrent cash capital contribution received by the Company from its stockholders; provided, however, that (a) such
Restricted Payment will be excluded from subsequent calculations of the amount of Restricted Payments and (b) the Net Cash Proceeds
from such sale of Capital Stock or capital contribution will be excluded from Section 5.08(a)(4)(C)(ii);


 


(2)            any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or Guarantor
Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale
of, Refinancing Indebtedness or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated
Obligations made by exchange for or out of the proceeds of the substantially concurrent sale of Refinancing Indebtedness that, in each
case, is permitted to be Incurred pursuant to Section 5.07 of this Indenture; provided, however, that such purchase, repurchase,
redemption, defeasance, acquisition or retirement will be excluded from subsequent calculations of the amount of Restricted Payments;


 


(3)            any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary
made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Company or such Restricted
Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 5.07 of this Indenture; provided,
however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded from subsequent calculations
of the amount of Restricted Payments;


 


(4)            dividends
paid or distributions made within 60 days after the date of declaration if at such date of declaration such dividend or distribution would
have complied with this covenant if it had been made on such date; provided, however, that such dividends and distributions will be included
in subsequent calculations of the amount of Restricted Payments; and provided further, however, that for purposes of clarification,
this Section 5.08(b)(4) shall not include cash payments in lieu of the issuance of fractional shares included in Section 5.08(b)(9) below;


 



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(5)            so
long as no Default has occurred and is continuing, (a) the repurchase or other acquisition of Capital Stock (including options, warrants,
equity appreciation rights or other rights to purchase or acquire Capital Stock) of the Company held by any existing or former employees,
officers or directors of the Company or any Restricted Subsidiary of the Company or their assigns, estates or heirs, in each case pursuant
to the repurchase or other acquisition provisions under employee stock option or stock purchase plans or agreements or other agreements
to compensate officers, employees or directors, in each case approved by the Company’s Board of Directors; provided that
such repurchases or other acquisitions pursuant to this subclause (5)(a) during any calendar year will not exceed $2.5 million in
the aggregate (with unused amounts in any calendar year being carried over to succeeding calendar years); provided further, that
such amount in any calendar year may be increased by an amount not to exceed:


 


(A)            the
cash proceeds received by the Company from the sale of Capital Stock of the Company to any existing or former employees, officers or directors
of the Company and any of its Restricted Subsidiaries or their assigns, estates or heirs that occurs after the Issue Date (to the extent
the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue
of Section 5.08(a)(4)(C), plus


 


(B)            the
cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date, less


 


(C)            the
amount of any Restricted Payments made pursuant to Section 5.08(b)(5)(A) and (B);


 


provided
further, however, that the amount of any such repurchase or other acquisition under this subclause (5)(a) will
be excluded in subsequent calculations of the amount of Restricted Payments and the proceeds received from any such transaction will be
excluded from Section 5.08(a)(4)(C)(ii) for purposes of calculating the Restricted Payment Basket; and


 


(b) loans or advances to employees,
officers or directors of the Company or any Subsidiary of the Company, in each case as permitted by Section 402 of the Sarbanes-Oxley
Act of 2002, the proceeds of which are used to purchase Capital Stock of the Company, or to refinance loans or advances made pursuant
to this subclause (5)(b), in an aggregate principal amount not in excess of $2.5 million at any one time outstanding; provided, however,
that the amount of such loans and advances will be included in subsequent calculations of the amount of Restricted Payments;


 


(6)            purchases,
repurchases, redemptions or other acquisitions or retirements for value of Capital Stock deemed to occur upon the exercise of stock options,
warrants, rights to acquire Capital Stock or other convertible securities if such Capital Stock represents a portion of the exercise or
exchange price thereof, and any purchases, repurchases, redemptions or other acquisitions or retirements for value of Capital Stock made
in lieu of withholding taxes in connection with any exercise or exchange of warrants, options or rights to acquire Capital Stock; provided,
however, that such acquisitions or retirements will be excluded from subsequent calculations of the amount of Restricted Payments;


 



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(7)            the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (a) at a
purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance
with provisions similar to Section 5.15 or (b) at a purchase price not greater than 100% of the principal amount thereof in
accordance with provisions similar to Section 5.11 of this Indenture; provided that, prior to or simultaneously with such
purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Change of Control Offer or Asset
Disposition Offer, as applicable, as provided Section 5.15 or Section 5.11, as applicable, and has completed the repurchase
or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer; provided,
however, that such acquisitions or retirements will be excluded in subsequent calculations of the amount of Restricted Payments;


 


(8)            payments
or distributions to dissenting stockholders pursuant to applicable law or in connection with the settlement or other satisfaction of legal
claims made pursuant to or in connection with a consolidation, merger or transfer of assets; provided, however, that any payment
pursuant to this Section 5.08(b)(8) shall be excluded in the calculation of the amount of Restricted Payments;


 


(9)            cash
payments in lieu of the issuance of fractional shares; provided, however, that any payment pursuant to this Section 5.08(b)(9) shall
be excluded in the calculation of the amount of Restricted Payments;


 


(10)            the
payment of scheduled or accrued dividends to holders of any class of or series of Disqualified Stock of the Company issued on or after
the Issue Date in accordance with Section 5.07, to the extent such dividends are included in Consolidated Interest Expense; provided,
however, that any payment pursuant to this Section 5.08(b)(10) shall be excluded in the calculation of the amount of Restricted
Payments;


 


(11)            the
payment of dividends on the Company’s Common Stock in an aggregate amount not to exceed $20.0 million in any calendar year; provided,
however, that the amount of such Restricted Payments will be excluded in subsequent calculations of the amount of Restricted Payments;
and


 


(12)            (A) Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (12)(A) not to exceed
(as of the date any such Restricted Payment is made) the greater of (i) $400.0 million and (ii) 5.0% of the Company’s
Adjusted Consolidated Net Tangible Assets at the time of such Restricted Payment; and (B) so long as, after giving pro forma effect
thereto, the Consolidated Total Net Debt to Consolidated EBITDAX Ratio does not exceed 1.50 to 1.00, Restricted Payments in an aggregate
amount not to exceed 15.0% of the Consolidated EBITDAX of the Company for the Test Period; provided, however, that the amount of
such Restricted Payments will be excluded in subsequent calculations of the amount of Restricted Payments.


 



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(c)            The
amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such
Restricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount and the Fair Market Value of any non-cash
Restricted Payment shall be determined in accordance with the definition of that term. Not later than the date of making any Restricted
Payment in excess of $15.0 million that will be included in subsequent calculations of the amount of Restricted Payments, the Company
shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this covenant were computed.


 


(d)            If
a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (12) of Section 5.08(b) above
or is entitled to be made pursuant to Section 5.08(a), the Company shall, in its sole discretion, subdivide and classify, and may
later reclassify, such Restricted Payment in any manner that complies with this Section 5.08.


 


(e)            For
the purpose of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its
Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount
determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if
a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 5.08(a) or under clause (12)
of Section 5.08(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets
the definition of an Unrestricted Subsidiary.


 


	Section 5.09.	Limitation on Liens.



 



(a)            The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist
any Lien (the “Initial Lien”) other than Permitted Liens upon any of its property or assets (including Capital Stock
of Restricted Subsidiaries), including any income or profits therefrom, whether owned on the date of this Indenture or acquired after
that date, which Lien is securing any Indebtedness, unless contemporaneously with the Incurrence of such Liens effective provision is
made to secure the Indebtedness due under the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any
Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or senior in priority to in the case of Liens with respect
to Subordinated Obligations or Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by such Lien for so long
as such Indebtedness is so secured.


 


(b)            Any
Lien created for the benefit of the Holders of the Notes pursuant to Section 5.09(a) above shall provide by its terms that such
Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.


 



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	Section 5.10.	Limitation on Restrictions on Distributions from Restricted Subsidiaries.



 



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


 


(1)            pay
dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any
Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions
prior to dividends or liquidating distributions being paid on Common Stock shall not be deemed a restriction on the ability to make distributions
on Capital Stock);


 


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


 


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


 


(b)            However,
Section 5.10(a) will not prohibit:


 


(1)            any
encumbrance or restriction pursuant to or by reason of an agreement in effect at or entered into on the Issue Date, including, without
limitation, this Indenture as in effect on such date;


 


(2)            any
encumbrance or restriction with respect to a Person pursuant to or by reason of an agreement relating to any Capital Stock or Indebtedness
Incurred by a Person on or before the date on which such Person was acquired by the Company or another Restricted Subsidiary (other than
Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the
transaction or series of related transactions pursuant to which such Person was acquired by the Company or a Restricted Subsidiary or
in contemplation of the transaction) and outstanding on such date; provided, that any such encumbrance or restriction shall not
extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property so acquired;


 


(3)            encumbrances
and restrictions contained in contracts entered into in the ordinary course of business, not relating to any Indebtedness, and that do
not, individually or in the aggregate, detract from the value of, or from the ability of the Company and the Restricted Subsidiaries to
realize the value of, property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted
Subsidiary;


 


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


 



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(5)            with
respect to any Restricted Subsidiary incorporated or organized outside the United States, any encumbrance or restriction contained in
the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was Incurred if either (a) the encumbrance or
restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement
or (b) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to
make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company, whose determination
shall be conclusive;


 


(6)            any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement or refinancing
of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of
this Section 5.10(b) or contained in any amendment, restatement, modification, renewal, supplemental, refunding, replacement
or refinancing of an agreement referred to in clauses (1) through (5), clause (12) or this clause (6) of this Section 5.10(b);
provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement taken
as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances and restrictions contained
in the agreements governing the Indebtedness being refunded, replaced or refinanced;


 


(7)            in
the case of clause (3) of Section 5.10(a) above, any encumbrance or restriction:


 


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


 


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


 


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


 


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


 



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


 


(F)            provisions
with respect to the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements,
area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary
course of business;


 


(8)            any
encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business and
(b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions of the nature
described in clause (3) of Section 5.10(a) on the property so acquired;


 


(9)            any
encumbrance or restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement
entered into for the direct or indirect sale or disposition of all or a portion of the Capital Stock or assets of such Restricted Subsidiary
(or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;


 


(10)            any
customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of “Permitted Business
Investment”;


 


(11)            encumbrances
or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order;


 


(12)            encumbrances
or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be Incurred
pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 5.07; provided, that the provisions
relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company taken as a
whole, as determined by the Board of Directors of the Company in good faith, than the provisions contained in the Senior Secured Credit
Agreement and in this Indenture as in effect on the Issue Date;


 


(13)            the
issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided,
that issuance of such Preferred Stock is permitted pursuant to Section 5.07 and the terms of such Preferred Stock do not expressly
restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements
to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on
such other Capital Stock);


 


(14)            supermajority
voting requirements existing under corporate charters, bylaws, stockholders agreements and similar documents and agreements;


 


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


 



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(16)          any
encumbrance or restriction contained in the Senior Secured Credit Agreement as in effect as of the Issue Date, and in any amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancing thereof; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive with respect
to such dividend and other payment restrictions than those contained in the Senior Secured Credit Agreement as in effect on the Issue
Date.


 


Section 5.11.         Limitation
on Sales of Assets and Subsidiary Stock.


 


(a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:


 


(1)            the
Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal
to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of
the shares or other assets subject to such Asset Disposition; and


 


(2)            at
least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Disposition
and all other Asset Dispositions since the 2019 Notes Issue Date, on a cumulative basis, is in the form of cash or Cash Equivalents or
Additional Assets, or any combination thereof.


 


(b)           The
Net Available Cash from such Asset Disposition may be applied, within 365 days from the later of the date of such Asset Disposition or
the receipt of such Net Available Cash, by the Company or such Restricted Subsidiary, as the case may be:


 


(1)            to
prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any Indebtedness
(other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding Indebtedness owed
to the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment, repayment, redemption or purchase
of Indebtedness pursuant to this Section 5.11(b)(1), the Company or such Restricted Subsidiary will retire such Indebtedness and
will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed
or purchased; or


 


(2)            to
make capital expenditures in the Oil and Gas Business or to invest in Additional Assets;


 


provided,
that pending the final application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 5.11(b),
the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner
not prohibited by this Indenture.


 






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(c)           Any
Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 5.11(b) will be deemed to
constitute “Excess Proceeds.” Not later than the 366th day from the later of the date of such Asset Disposition or
the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required
to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by the terms of other
Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to
make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari Passu Notes”)
to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition Offer applies that may
be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or, in the event
such Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) of
the Notes and Pari Passu Notes plus accrued and unpaid interest, if any (or in respect of such Pari Passu Indebtedness, such lesser price,
if any, as may be provided for by the terms of such Indebtedness), 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), in accordance with the procedures set forth
in this Indenture or the agreements governing the Pari Passu Notes, as applicable, in each case in minimum principal amount of $2,000
and integral multiples of $1,000 in excess of $2,000. If the aggregate principal amount of Notes surrendered by Holders thereof and other
Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. To the
extent that the aggregate principal amount of Notes and Pari Passu Notes so validly tendered and not properly withdrawn pursuant to an
Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes,
subject to the Articles Five and Six of this Indenture. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds
shall be reset at zero.


 


(d)           The
Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after
the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase
the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 5.11 (the “Asset Disposition
Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered and not properly withdrawn,
all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to the Asset Disposition Offer.


 


(e)           If
the Asset Disposition Purchase Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued
and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date,
and no further interest will be payable to Holders who tender Notes pursuant to the Asset Disposition Offer.


 






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(f)            On
or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the
extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly
tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been
validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly withdrawn, in each case
in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company will deliver to the Trustee an
Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 5.11 and, in addition, the Company will deliver all certificates and notes required, if any, by the agreements
governing the Pari Passu Notes. The Company or the paying agent, as the case may be, will promptly (but in any case not later than five
Business Days after the termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder of Notes or holder
or lender of Pari Passu Notes, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly tendered
and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will
promptly issue a new Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided,
that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition,
the Company will take any and all other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will
be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition
Offer on the Asset Disposition Purchase Date.


 


(g)           The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of
any securities laws or regulations conflict with provisions of this Section 5.11, the Company will comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance with such
securities laws or regulations.


 


(h)           For
the purposes of clause (2) of Section 5.11(a) above, the following will be deemed to be cash:


 


(1)            the
assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness
of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Restricted Subsidiary that is a
Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection
with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness
in accordance with Section 5.11(b)(1)); and


 


(2)            securities,
notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company
or such Restricted Subsidiary into cash within 180 days after receipt thereof.


 


Notwithstanding the foregoing, the 75% limitation
referred to in clause (2) of Section 5.11(a) above shall be deemed satisfied with respect to any Asset Disposition in which
the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on
an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the
aforementioned 75% limitation.


 






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(i)            The
requirement of clause (2) of Section 5.11(b) above shall be deemed to be satisfied if an agreement (including a lease,
whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into
by the Company or its Restricted Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance
with such agreement within six months following such agreement.


 


Section 5.12.         Limitation
on Affiliate Transactions.


 


(a)           The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, make, amend or conduct
any transaction (including making a payment to, the purchase, sale, lease or exchange of any property or the rendering of any service),
contract, agreement or understanding with or for the benefit of any Affiliate of the Company (an “Affiliate Transaction”)
involving aggregate consideration to or from the Company or a Restricted Subsidiary in excess of $10.0 million unless:


 


(1)            the
terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be,
than those that could reasonably be expected to be obtained in a comparable transaction at the time of such transaction in arm’s-length
dealings with a Person who is not such an Affiliate; and


 


(2)            either:
(a) if such Affiliate Transaction involves an aggregate consideration in excess of $20.0 million but not greater than $50.0 million,
the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in
Section 5.12(a)(1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in excess of $50.0 million,
the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies the criteria in
Section 5.12(a)(1) above and that the terms of such transaction have been approved by a majority of the members of the Board
of Directors of the Company having no personal pecuniary interest in such transaction.


 


(b)           Section 5.12(a) shall
not apply to and does not prohibit:


 


(1)            any
Restricted Payment permitted to be made pursuant to Section 5.08 or any Permitted Investment;


 


(2)            any
issuance of Capital Stock (other than Disqualified Stock), or other payments, awards or grants in cash, Capital Stock (other than Disqualified
Stock) or otherwise pursuant to, or the funding of, employment or severance agreements and other compensation arrangements, options to
purchase Capital Stock (other than Disqualified Stock) of the Company, restricted stock plans, long-term incentive plans, stock appreciation
rights plans, participation plans or similar employee benefits plans and/or insurance and indemnification arrangements provided to or
for the benefit of directors and employees approved by the Board of Directors of the Company;


 






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(3)            loans
or advances to employees, officers or directors in the ordinary course of business of the Company or any of its Restricted Subsidiaries
not to exceed $10.0 million in the aggregate at any one time outstanding;


 


(4)            advances
to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary
course of business of the Company or any of its Restricted Subsidiaries;


 


(5)            any
transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries, and Guarantees issued by the Company or
a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with Section 5.07;


 


(6)            any
transaction with a joint venture or similar entity (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction
solely because the Company or a Restricted Subsidiary owns, directly or indirectly, an Equity Interest in or otherwise controls such joint
venture or similar entity;


 


(7)            the
issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company to, or the receipt by the Company of any capital
contribution from its stockholders;


 


(8)            indemnities
of officers, directors and employees of the Company or any of its Restricted Subsidiaries permitted by bylaw or statutory provisions and
any employment agreement or other employee compensation plan or arrangement entered into in the ordinary course of business by the Company
or any of its Restricted Subsidiaries;


 


(9)            the
payment of reasonable compensation and fees paid to, and indemnity provided on behalf of, officers or directors of the Company or any
Restricted Subsidiary;


 


(10)          the
performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any agreement to which the Company
or any of its Restricted Subsidiaries is a party as of or on the Issue Date, as these agreements may be amended, modified, supplemented,
extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered
into after the Issue Date will be permitted only to the extent that its terms are not materially more disadvantageous, taken as a whole,
to the Holders of the Notes than the terms of the agreements in effect on the Issue Date;


 


(11)          transactions
with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and
otherwise in compliance with the terms of this Indenture, provided that in the reasonable determination of the Board of Directors of the
Company or the senior management of the Company, such transactions are on terms not materially less favorable to the Company or the relevant
Restricted Subsidiary than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm’s-length
basis from a Person that is not an Affiliate of the Company;


 






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(12)          transactions
with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or
through a Restricted Subsidiary, an Equity Interest in such Person; and


 


(13)          transactions
between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or
indirect parent company of the Company, and such director is the sole cause for such Person to be deemed an Affiliate of the Company or
any Restricted Subsidiary; provided, however, that such director shall abstain from voting as a director of the Company or such direct
or indirect parent company, as the case may be, on any matter involving such other Person.


 


Section 5.13.         Future
Subsidiary Guarantors.


 


The Company will cause any
Restricted Subsidiary that is not already a Subsidiary Guarantor that Guarantees any Indebtedness of the Company or a Subsidiary Guarantor
under a Credit Facility to execute and deliver to the Trustee, within 30 days after such Subsidiary Guarantees such Indebtedness a supplemental
indenture (in substantially the form specified in Exhibit C to this Indenture) pursuant to which such Subsidiary will unconditionally
Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on
a senior basis. Any such Subsidiary Guarantee will be subject to the release and other provisions of Article Eleven.


 


Section 5.14.         Business
Activities.


 


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


 


Section 5.15.         Offer
to Repurchase Upon a Change of Control.


 


(a)           If
a Change of Control Triggering Event occurs, unless the Company has previously or concurrently exercised its right to redeem all of the
Notes pursuant to Section 4.07, 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 of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount of the 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 previously or concurrently exercised its right to redeem
all of the Notes pursuant to Section 4.07, the Company shall mail a notice (the “Change of Control Offer”) to
each Holder, with a copy to the Trustee, stating, among other things:


 


(1)            that
a Change of Control Triggering Event has occurred and that such Holder has the right to require the Company to purchase such Holder’s
Notes 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) (the “Change of Control Payment”);


 






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(2)            the
repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change
of Control Payment Date”);


 


(3)            that
any Note not properly tendered will remain outstanding and continue to accrue interest;


 


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


 


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


 


(6)            that
Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided,
that the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment
Date, a facsimile transmission or letter complying with the requirements of Section 5.15(f) below;


 


(7)            that
if the Company is repurchasing a portion of the Note of any Holder, the Holder will be issued a new Note equal in principal amount to
the unpurchased portion of the Note surrendered, provided, that the unpurchased portion of the Note must be equal to a minimum
principal amount of $2,000 and an integral multiple of $1,000 in excess of $2,000; and


 


(8)            other
procedures determined by the Company, consistent with this Indenture, that a Holder must follow to have its Notes repurchased.


 


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


 


(1)            accept
for payment all Notes or portions of Notes (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000)
properly tendered pursuant to the Change of Control Offer and not properly withdrawn;


 


(2)            deposit
with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment,
provided, however, that the funds once deposited are to be uninvested until disbursed pursuant to this Section 5.15; and


 


(3)            deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Company.


 






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(d)           The
Paying Agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such Notes,
and the Trustee will promptly authenticate and mail (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 minimum principal
amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.


 


(e)           If
the Change of Control Payment Date is on or after an interest record date and on or before the related Interest Payment Date, any accrued
and unpaid interest, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no
further interest will be payable to Holders who tender their Notes pursuant to the Change of Control Offer.


 


(f)            A
tender made in response to a Change of Control Offer may be withdrawn if the Company receives, not later than the third Business Day prior
to the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter, specifying, as applicable: (1) the name
of the Holder; (2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted; (3) the
principal amount of the Note (which shall be $2,000 or whole multiples of $1,000 in excess thereof) delivered for purchase by the Company
as to which such notice of withdrawal is being submitted; (4) a statement that such Holder is withdrawing such Holder’s election
to have such principal amount of such Note purchased; and (5) the principal amount, if any, of such Note (which shall be $2,000 or
whole multiples of $1,000 in excess thereof) that remains subject to the original Change of Control Offer and that has been or will be
delivered for purchase by the Company.


 


(g)           The
Trustee and the Paying Agent shall return to the Company, upon its request, any cash that remains unclaimed for two years after a Change
of Control Payment Date together with interest or dividends, if any, thereon (subject to Section 8.01(f)), held by them for the payment
of the Change of Control Payment; and the Holder of such tendered and accepted Note shall thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such cash, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make
any such repayment, shall at the expense of the Company comply with the SEC Regulation 17AD-17 as it applies to lost bondholders; provided,
further however, that (x) to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 5.15(c)(2) exceeds
the aggregate Change of Control Payment of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for
the Company and (y) unless otherwise directed by the Company in writing, promptly after the Business Day following the Change of
Control Payment Date the Trustee shall return any such excess to the Company together with interest, if any, thereon (subject to Section 8.01(f)).


 


(h)           The
Company shall 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 a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with this Section 5.15, the Company shall comply with the applicable securities laws and regulations and shall not be deemed
to have breached its obligations under this Section 5.15 by virtue of such conflict.


 






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(i)            Notwithstanding
the foregoing, the Company shall not be required to make a Change of Control Offer (i) 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 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 or (ii) if notice of redemption for 100% of the aggregate principal amount of the outstanding
Notes has been given pursuant to Section 4.07, unless and until there is a default in payment of the applicable redemption price.


 


(j)            If
Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender their Notes and do not withdraw
such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant
to Section 5.15(i) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have
the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant
to the Change of Control Offer described under this Section 5.15, to redeem all of the Notes that remain outstanding following such
purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change
of Control Payment, accrued and unpaid interest, if any, to the date of redemption.


 


(k)           A
Change of Control Offer may be made in advance of a Change of Control Triggering Event, and conditioned upon the occurrence of a Change
of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control
Offer.


 


Section 5.16.         Termination
of Covenants.


 


In the event that at any time
an Investment Grade Rating Event has occurred, the Company and its Restricted Subsidiaries will no longer be subject to the provisions
of this Indenture described under Sections 5.07, 5.08, 5.10, 5.11 and 5.12. In addition, the Company will no longer be subject to the
financial test set forth in Section 6.01(a)(3). Following the termination of the covenants listed in this Section 5.16, the
Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted
Subsidiary.”


 


ARTICLE Six

SUCCESSORS


 


Section 6.01.         Merger
and Consolidation.


 


(a)           The
Company will not consolidate with or merge with or into (whether or not the Company is the surviving corporation), or convey, transfer
or lease all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, in one or more related transaction
to, any Person, unless:


 


(1)            the
resulting, surviving or transferee Person (the “Successor Company”) is a corporation, partnership, trust or limited
liability company organized and existing under the laws of the United States of America, any State of the United States or the District
of Columbia and the Successor Company (if not the Company) expressly assumes, by supplemental indenture, executed and delivered to the
Trustee, all the obligations of the Company under the Notes and this Indenture;


 






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(2)            immediately
after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary
of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time
of such transaction), no Default or Event of Default shall have occurred and be continuing;


 


(3)            either
(A) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional $1.00
of Indebtedness pursuant to Section 5.07(a), or (B) immediately after giving effect to such transaction on a pro forma basis
and any related financing transactions as if the same had occurred at the beginning of the applicable Test Period, the Consolidated Coverage
Ratio of the Company is equal to or greater than the Consolidated Coverage Ratio of the Company immediately before such transaction;


 


(4)            if
the Company is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in which
case Section 6.01(a)(1) above shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall
apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; and


 


(5)            the
Company shall have delivered, or caused to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture.


 


For purposes of this Section 6.01, the sale,
lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries
of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially
all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all
of the assets of the Company.


 


(b)           The
Company shall not permit any Subsidiary Guarantor to consolidate with or merge with or into, and will not permit the conveyance, transfer
or lease of all or substantially all of the assets of any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary
Guarantor) unless:


 


(1)            (a) the
resulting, surviving or transferee Person is a corporation, partnership, trust or limited liability company organized and existing under
the laws of the United States of America, any State of the United States or the District of Columbia and such Person (if not such Subsidiary
Guarantor) expressly assumes, by supplemental indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee; (b) immediately after giving effect to such transaction (and treating any Indebtedness
that becomes an obligation of the resulting, surviving or transferee Person or any Restricted Subsidiary as a result of such transaction
as having been Incurred by such Person or such Restricted Subsidiary at the time of such transaction), no Default shall have occurred
and be continuing; and (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture; or


 






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(2)            the
transaction will result in the release and discharge of the Subsidiary Guarantor from its obligations under this Indenture and its Subsidiary
Guarantee after and upon compliance with Section 11.04.


 


(c)           Notwithstanding
Section 6.01(a)(3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties
and assets to the Company and the Company may consolidate with, merge into or transfer all or part of its properties and assets to a Subsidiary
Guarantor and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another
jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates with, merges into or transfers all or
part of its properties and assets to the Company, the Company will not be required to comply with Section 6.01(a)(5).


 


(d)           Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or
substantially all of the assets of the Company in accordance with Section 6.01(a), the Successor Company shall succeed to, and be
substituted for, and may exercise every right and power of, the Company, under this Indenture with the same effect as if such successor
Person has been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be released from
the obligation to pay the principal of and interests on the Notes and all other covenants and obligations under this Indenture.


 


ARTICLE Seven

DEFAULTS AND REMEDIES


 


Section 7.01.         Events
of Default.


 


An “Event of Default”
shall occur if:


 


(a)           there
shall be a default in the payment of any interest on any Note when it becomes due and payable, and such default shall continue for a period
of 30 days;


 


(b)           there
shall be a default in the payment of the principal of (or premium, if any, on) any Note when due at its Stated Maturity, upon optional
redemption, upon required repurchase, upon declaration of acceleration or otherwise;


 


(c)           there
shall be a default in the performance or breach of the provisions of Article Six;


 


(d)           there
shall be a failure by the Company to comply for 30 days (or 180 days in the case of a Reporting Failure) after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal
amount of the outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder, with any of its obligations under Sections 5.07 through Section 5.15 (in each
case, other than a failure to purchase the Notes which will constitute an Event of Default under Section 7.01(b) above and other
than a failure to comply with Article Six, which is covered by Section 7.01(c));


 






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(e)           there
shall be a failure by the Company to comply with any agreement in this Indenture (other than an agreement, a default in or failure to
comply that is specifically dealt with elsewhere in this Section 7.01) and continuance of such default for 60 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least
25% in principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder;


 


(f)            there
shall be any default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the
Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness
or Guarantee now exists, or is created after the date of this Indenture, which default: (1) 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 (and
any extensions of any grace period) (a “payment default”) or (2) results in the acceleration of such Indebtedness
prior to its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $30.0
million or more;


 


(g)           the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary, or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(1)            commences
a voluntary case or proceeding to be adjudicated a bankrupt or insolvent;


 


(2)            consents
to the entry of an order for relief against it in an involuntary case or proceeding or to the commencement of any case or proceeding;


 


(3)            files
a petition or answer or consent seeking reorganization or relief under any applicable Bankruptcy Law;


 


(4)            consents
to the filing of such petition or to the appointment of or the taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any substantial part of its property; or


 


(5)            makes
a general assignment for the benefit of creditors or the admission in writing of its inability to pay its debts generally as they become
due;


 






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


 


(1)            is
for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;


 


(2)            adjudges
the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary a bankrupt or insolvent;


 


(3)            approves
as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together,
would constitute a Significant Subsidiary;


 


(4)            appoints
a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, or of any substantial part of their property;


 


(5)            orders
the winding up or liquidation of the Company’s or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary’s, affairs,


 


and the final order or decree
remains unstayed and in effect for 60 consecutive days;


 


(i)            the
failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final
judgments aggregating in excess of $30.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to
which the insurer has not disclaimed coverage), which judgments are not paid or discharged, and there shall be any period of 60 consecutive
days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of
pending appeal or otherwise, shall not be in effect; or


 


(j)            any
Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary, ceases to be in full
force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in a judicial proceeding or any
Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited
consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary, denies or
disaffirms its obligations under this Indenture or its Subsidiary Guarantee.


 






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Notwithstanding the foregoing,
if an Event of Default specified in Section 7.01(f) above shall have occurred and be continuing, such Event of Default and any
consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court
of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such Event of Default
has been repaid, or (ii) the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if
such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness,
in each case within 20 days after the declaration of acceleration with respect thereto


 


Section 7.02.         Acceleration.


 


(a)           If
an Event of Default (other than as specified in Sections 7.01(g) or (h)) shall occur and be continuing with respect to this Indenture,
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the
request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration,
such principal, premium, if any, and interest shall become due and payable immediately. If an Event of Default specified in Sections 7.01(g) or
(h) occurs and is continuing, the principal of, premium, if any, accrued and unpaid interest, if any, on all the Notes will become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.


 


(b)           After
a declaration of acceleration, the Holders of a majority in aggregate principal amount of Notes outstanding by notice to the Company
and the Trustee, on behalf of the Holders of Notes, may rescind and annul such declaration and its consequences if:


 


(1)            the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all sums paid or advanced by the Trustee under this Indenture
and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (B) all overdue interest
on all Notes then outstanding, and (C) the principal of, and premium, if any, on any Notes then outstanding which have become due
otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes;


 


(2)            the
rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and


 


(3)            all
Events of Default, other than the non-payment of principal of, premium, if any, and interest on the Notes which have become due solely
by such declaration of acceleration, have been cured or waived as provided in this Indenture.


 


(c)           No
such rescission shall affect any subsequent default or impair any right consequent thereon.


 


Section 7.03.         Other
Remedies.


 


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


 






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(b)           The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon and during the continuance of an Event
of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative
to the extent permitted by law.


 


Section 7.04.          Waiver
of Past Defaults.


 


The Holders of not less than
a majority in aggregate principal amount of the Notes outstanding, by written notice to the Trustee and the Company, may on behalf of
the Holders of all outstanding Notes waive any existing Default or Event of Default under this Indenture and its consequences, except
a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which
may only be waived with the consent of each Holder of Notes affected), or (2) in respect of a covenant or provision which under this
Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. In
case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and
under the Notes, respectively. This Section 7.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of
the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but
no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 7.05.         Control
by Majority.


 


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


 


Section 7.06.         Limitation
on Suits.


 


Subject to Section 7.07
and Section 8.01, no Holder of any of the Notes has any right to institute any proceedings with respect to this Indenture or any
remedy thereunder, unless (1) such Holder has previously given the Trustee written notice that an Event of Default has occurred and
is continuing, (2) the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request to
the Trustee to institute a proceeding or pursue a remedy, (3) such Holders have offered reasonable security or indemnity to the Trustee
to institute such proceeding or pursue such remedy as Trustee under the Notes and this Indenture, (4) the Trustee has failed to institute
such proceeding or pursue such remedy within 60 days after receipt of such notice and such offer of security or indemnity, and (5) the
Trustee, within such 60-day period, has not received directions inconsistent with such written request by Holders of a majority in aggregate
principal amount of the outstanding Notes.


 






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Section 7.07.         Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding any other
provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, or interest on such Note,
on or after the respective due dates expressed in such Note (including in connection with an offer to purchase), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.


 


Section 7.08.         Collection
Suit by Trustee.


 


If an Event of Default specified
in Section 7.01(a) or (b) above occurs and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of overdue principal of, premium, if any, interest remaining
unpaid on the Notes and to the extent lawful, interest on overdue principal, premium, if any, and interest and such further amount as
shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


Section 7.09.         Trustee
May File Proofs of Claim.


 


The Trustee is authorized
to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the Company or any Subsidiary Guarantor (or any other obligor
upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other
securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.07. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 8.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders
may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.





 






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Section 7.10.         Priorities.


 


(a)           If
the Trustee collects any money or other property pursuant to this Article Seven, it shall pay out the money and other property in
the following order:



 


First:
to the Trustee, its agents and attorneys for amounts due under Section 8.07, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


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


 


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


 


(b)           The
Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 7.10.


 


Section 7.11.         Undertaking
for Costs.


 


In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court
in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court
in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 7.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 7.07, or a suit by Holders of more than
ten percent in principal amount of the then outstanding Notes.


 


ARTICLE Eight

TRUSTEE


 


Section 8.01.         Duties
of Trustee.


 


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


 


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


 


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


 


(2)            in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.
However, the Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements
of this Indenture.


 






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


 


(1)            this
paragraph does not limit the effect of paragraph (b) of this Section 8.01;


 


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


 


(3)            the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 7.05.


 


(d)           Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 8.01.


 


(e)           No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders
unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or direction.


 


(f)           Money
held in trust by the Trustee need not be segregated from other funds and need not be held in an interest-bearing account, in each case
except to the extent required by law or by any other provision of this Indenture. The Trustee (acting in any capacity hereunder) shall
not be liable for interest on any money received by it hereunder unless the Trustee otherwise agrees in writing with the Company.


 


Section 8.02.         Certain
Rights of Trustee.


 


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


 


(b)           Before
the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion
of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


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


 


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


 






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


 


(f)            The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against
the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. In no event shall the Trustee
be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including,
but not limited to, lost profits) for any action it takes or omits to take, even if the Trustee has been advised of the likelihood of
such loss or damage.


 


(g)           The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of such event is sent to the Trustee in accordance with Section 13.02, and such notice references
the Notes.


 


(h)           Subject
to Section 8.01(b)(2), the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit.


 


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


 


Section 8.03.         Individual
Rights of Trustee.


 


The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with, the Company or any
of its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest as described in the TIA while any Default exists, it must eliminate such conflict within 90 days, request from the SEC permission
to continue as Trustee with such conflict outstanding or resign as Trustee. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 8.10 and 8.11.


 


Section 8.04.         Trustee’s
Disclaimer.


 


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


 






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Section 8.05.         Notice
of Default.


 


If a Default or Event of Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder a notice of the Default or Event of
Default within 90 days after the Trustee gains knowledge of the Default or Event of Default unless such Default or Event of Default shall
have been cured or waived before the giving of such notice. Except in the case of a Default or Event of Default in payment of principal
of, premium or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the Holders of the Notes.


 


Section 8.06.         Reports
by Trustee to Holders of the Notes.


 


(a)           Within
60 days after each May 15, beginning with May 15, 2019, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required
by TIA Section 313(c).


 


(b)           A
copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each
stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee
when the Notes are listed on any stock exchange or any delisting thereof.


 


Section 8.07.         Compensation
and Indemnity.


 


(a)           The
Company shall pay to the Trustee (in its capacity as Trustee, and, to the extent it has been appointed as such, as Paying Agent and Registrar)
from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule
provided by the Trustee to the Company. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and reasonable
out-of-pocket expenses incurred or made by it in addition to the compensation for its services, except those resulting from its own negligent
action, negligent failure to act or willful misconduct. Such expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee’s agents and counsel.


 


(b)           The
Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses incurred
by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether
asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may elect to have separate counsel defend the claim, but the Company will be obligated to pay the reasonable
fees and expenses of such separate counsel only if the Company fails to assume the Trustee’s defense 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.
The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.


 






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(c)            The
obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture.


 


(d)            To
secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.


 


(e)            When
the Trustee incurs expenses or renders services after an Event of Default specified in Sections 7.01(g) or (h) occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.


 


Section 8.08.          Replacement
of Trustee.


 


(a)            A
resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section 8.08.


 


(b)            The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of
a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:


 


(1)            the
Trustee fails to comply with Section 8.10;


 


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


 


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


 


(4)            the
Trustee becomes incapable of acting.


 


(c)            If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 






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


 


(e)            If
the Trustee, after written request by any Holder who has been a Holder for at least three months, fails to comply with Section 8.10,
such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


(f)            A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided, that all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 8.07. Notwithstanding replacement of the Trustee pursuant to this Section 8.08,
the Company’s obligations under Section 8.07 shall continue for the benefit of the retiring Trustee.


 


Section 8.09.          Successor
Trustee by Merger, Etc.


 


If the Trustee consolidates,
merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person
without any further act shall be the successor Trustee.


 


Section 8.10.          Eligibility;
Disqualification.


 


There shall at all times be
a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state
thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination by federal
or state authorities and that has (or its corporate parent shall have) a combined capital and surplus of at least $100.0 million as set
forth in its most recent published annual report of condition.


 


This Indenture shall always
have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).


 


Section 8.11.          Preferential
Collection of Claims Against Company.


 


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


 






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ARTICLE Nine

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 9.01.          Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may, at its option
and at any time, elect to have either Section 9.02 or 9.03 be applied to all outstanding Notes upon compliance with the conditions
set forth below in this Article Nine.


 


Section 9.02.          Legal
Defeasance and Discharge.


 


Upon the Company’s exercise
under Section 9.01 of the option applicable to this Section 9.02, the Company shall, subject to the satisfaction of the conditions
set forth in Section 9.04, be deemed to have been discharged from its obligations with respect to this Indenture and all outstanding
Notes and all obligations of the Subsidiary Guarantors shall be deemed to have been discharged with respect to their obligations under
this Indenture and the Guarantees on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”).
For this purpose, Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes and Guarantees, respectively, which shall thereafter be deemed to be “outstanding”
only for the purposes of Section 9.05 and the other Sections of this Indenture referred to in clauses (a) and (b) of this
Section 9.02, and shall be deemed discharged from the payment and performance of all other obligations under this Indenture, the
Notes and the Guarantees (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: (a) the rights
of Holders of outstanding Notes to receive solely from Funds in Trust (as defined in Section 9.04 and as more fully set forth in
such Section) payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (b) subject
to clause (a) of this Section 9.02, the Company’s obligations with respect to such Notes under Article Three and
Section 5.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article Nine.
Subject to compliance with this Article Nine, the Company may exercise its option under this Section 9.02 notwithstanding the
prior exercise of its option under Section 9.03. If the Company exercises its legal defeasance option pursuant to this Section 9.02,
the Subsidiary Guarantees will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 7.02
because of an Event of Default. Subject to compliance with this Article Nine, the Company may exercise its option (if any) to have
this Section 9.02 applied to any Notes notwithstanding the prior exercise of its option (if any) to have Section 9.03 applied
to such Notes.


 






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Section 9.03.          Covenant
Defeasance.


 


Upon the Company’s exercise
under Section 9.01 of the option applicable to this Section 9.03, the Company shall, subject to the satisfaction of the conditions
set forth in Section 9.04, be released from its obligations, and each Restricted Subsidiary shall be released from its obligations,
under the covenants contained in Sections 5.07 through 5.15 and the limitations set forth in Section 6.01(a)(3) with respect
to the outstanding Notes on and after the date the conditions set forth in Section 9.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to
be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Company and each Restricted Subsidiary may omit to comply with and shall have no liability in respect of any term, condition
or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 7.01, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 9.01 of the
option applicable to this Section 9.03, subject to the satisfaction of the conditions set forth in Section 9.04, (i) Sections
7.01(f), (g) and (h) (clauses (g) and (h) with respect to Significant Subsidiaries only), and Sections 7.01(i) and
(j) shall not constitute Events of Default and (ii) payment of the Notes may not be accelerated because of an Event of Default
specified in Sections 7.01(d), (e), (f), (g) or (h) (clauses (g) and (h) with respect to Significant Subsidiaries
only), or Sections 7.01(i) and (j) or because of the failure of the Company to comply with Section 6.01(a)(3).


 


Section 9.04.          Conditions
to Legal Defeasance or Covenant Defeasance.


 


The following shall be the
conditions to the application of either Section 9.02 or 9.03 to the outstanding Notes:


 


(a)            the
Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Notes, cash in United States dollars, U.S. Government Obligations, or a combination thereof
(“Funds in Trust”), in such amounts as, in the aggregate, will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the principal of, premium,
if any, and interest on the outstanding Notes on the Stated Maturity (or the applicable redemption date), if at or prior to electing either
Legal Defeasance or Covenant Defeasance, the Company has delivered to the Trustee an irrevocable notice to redeem all of the outstanding
Notes on such redemption date, and the Company must specify whether the Notes are being defeased to Stated Maturity or to a particular
redemption date);


 


(b)            in
the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States having
expertise in matters of United States federal income tax law that (A) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this 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 and Beneficial
Owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance
and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;


 






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(c)            in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States
having expertise in matters of United States federal income tax law confirming that the Holders and Beneficial Owners of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred;


 


(d)            no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than an Event of Default or Default
resulting from the incurrence of Indebtedness or Liens securing such Indebtedness, all or a portion of the proceeds of which will be applied
to such deposit);


 


(e)            such
deposit shall not result in a breach of, or constitute a default under, any material agreement or instrument (other than this Indenture)
to which the Company, any Subsidiary Guarantor or any Restricted Subsidiary is a party or by which it is bound or if such breach or default
would occur, which is not waived as of, or for all purposes, on or after, the date of such deposit;


 


(f)            the
Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the
intent of preferring the Holders of the Notes or any Guarantee over the other creditors of the Company or any Subsidiary Guarantor with
the intent of defeating, hindering, delaying or defrauding creditors of the Company, any Subsidiary Guarantor or others; and


 


(g)            the
Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


 


Section 9.05.          Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)            Subject
to Section 9.06, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 9.05, the “Trustee”) pursuant to Section 9.04 in respect
of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture,
to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine,
to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need
not be segregated from other funds except to the extent required by law.


 


(b)            The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 9.04 or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 






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(c)            Anything
in this Article Nine to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Obligations held by it as provided in Section 9.04 which, in the opinion of a
nationally recognized firm of independent public accountants, investment bank, or appraisal firm expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 9.04(a)), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 9.06.          Repayment
to the Company.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on
any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall
be paid to the Company upon its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company comply with the SEC Regulation
17AD-17 as it applies to lost bondholders.


 


Section 9.07.          Reinstatement.


 


If the Trustee or Paying Agent
is unable to apply any United States dollars or U.S. Government Obligations in accordance with Section 9.02 or 9.03, as the case
may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations to make the related payments under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 9.02 or 9.03 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 9.02 or 9.03, as the case may be; provided, however, that, if the
Company make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


 


ARTICLE Ten

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 10.01.        Without
Consent of Holders of Notes.


 


(a)            Notwithstanding
Section 10.02, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or amend this Indenture or the Notes
without the consent of any Holder of a Note to:


 


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


 


(2)            provide
for the assumption by a successor of the obligations of the Company or any Subsidiary Guarantor under this Indenture;


 






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(3)            provide
for 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
guarantors with respect to the Notes, including Subsidiary Guarantors, or release a Subsidiary Guarantor from its Subsidiary Guarantee
and terminate such Subsidiary Guarantee; provided that the release and termination is in accordance with the applicable provisions of
this Indenture;


 


(5)            secure
the Notes or Subsidiary Guarantees;


 


(6)            add
to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or surrender any right or power conferred upon
the Company or a Subsidiary Guarantor;


 


(7)            make
any change that does not adversely affect the rights of any Holder; provided, however, that any change to conform this Indenture
to the “Description of Notes” in the Prospectus Supplement will not be deemed to adversely affect such legal rights;


 


(8)            comply
with any requirement of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act; or


 


(9)            provide
for the succession of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under
this Indenture.


 


(b)            Upon
the request of the Company, and upon receipt by the Trustee of the documents described in Section 13.04 and Section 10.06, the
Trustee shall join with the Company and each Subsidiary Guarantor in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained,
but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities
under this Indenture or otherwise.


 


Section 10.02.        With
Consent of Holders of Notes.


 


(a)            Except
as provided below in this Section 10.02, the Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture
or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes); provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding
Note affected thereby:


 


(1)            reduce
the percentage in principal amount of such outstanding Notes, the consent of whose Holders is required for any such amendment or supplemental
indenture, or the consent of whose Holders is required for any waiver or compliance with certain provisions of this Indenture;


 






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(2)            reduce
the stated rate of 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)            reduce
the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 4.07
hereof; it being expressly understood that this does not apply to (i) modifications of Sections 5.11 and 5.15 or provisions relating
thereto, or (ii) provisions relating to minimum notices required for redemption of Notes described in Article Four or in the
terms of the Notes;


 


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


 


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


 


(7)            modify
the Subsidiary Guarantees in any manner adverse to the Holders of the Notes; or


 


(8)            make
any change to or modify the ranking of the Notes that would adversely affect the Holders.


 


(b)            The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided,
that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which
is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled
and of no further effect.


 


(c)            Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes
as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.06 and Section 13.04, the Trustee shall
join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.


 






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(d)            It
shall not be necessary for the consent of the Holders of Notes under this Section 10.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.


 


(e)            After
an amendment, supplement or waiver under this Section 10.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.


 


Section 10.03.        Compliance
with Trust Indenture Act.


 


Every amendment or supplement
to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.


 


Section 10.04.        Revocation
and Effect of Consents.


 


Until an amendment, supplement
or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the
Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement
or waiver becomes effective in accordance with its terms and thereafter binds every Holder.


 


Section 10.05.         Notation
on or Exchange of Notes.


 


(a)            The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the
amendment, supplement or waiver.


 


(b)            Failure
to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


Section 10.06.        Trustee
to Sign Amendments, Etc.


 


The Trustee shall sign any
amended or supplemental indenture or Note authorized pursuant to this Article Ten if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture or Note, the Trustee
shall be entitled to receive and (subject to Section 8.01) shall be fully protected in relying upon an Officers’ Certificate
and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.


 






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ARTICLE Eleven

SUBSIDIARY GUARANTEES


 


Section 11.01.        Subsidiary
Guarantee.


 


(a)            As
of the Issue Date, the Notes will not be guaranteed by any of the Company’s Subsidiaries. The following provisions of this Article Eleven
shall apply to any Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date. Subject to this Article Eleven,
each of the Subsidiary Guarantors, jointly and severally, fully and unconditionally, guarantees, on a senior unsecured basis, to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal
of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful (subject in all
cases to any applicable grace period provided herein), and all other monetary Obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in
case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and
not a guarantee of collection.


 


(b)            The
Subsidiary Guarantors agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same,
any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against
the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge
or defense of a Subsidiary Guarantor. Subject to Section 7.06, each Subsidiary Guarantor waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.


 


(c)            If
any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian,
trustee, liquidator or other similar official acting in relation to either of the Company or the Subsidiary Guarantors, any amount paid
by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 






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(d)            Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between
the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article Seven for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration
of acceleration of such obligations as provided in Article Seven, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. Each Subsidiary Guarantor that makes a payment
or distribution under its Guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantor, in a pro rata
amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP, so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.


 


(e)            In
respect to its obligations under its Guarantee, each Subsidiary Guarantor agrees to be bound to, and hereby covenants, with respect to
itself, the covenant set forth in Section 5.06.


 


Section 11.02.        Limitation
on Subsidiary Guarantor Liability.


 


Each Subsidiary Guarantor,
and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor
will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor,
and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations
of such other Subsidiary Guarantor under its Guarantee or pursuant to its contribution obligations under this Article Eleven, will
result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer
under federal or state law. Until such time as the Notes are paid in full, each Subsidiary Guarantor waives all rights of subrogation
or contribution, whether arising by contract or operation of law (including, without limitation, any such right arising under federal
Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article Eleven. Each Subsidiary Guarantor
that makes a payment or distribution under its Guarantee will be entitled to a contribution from each other Subsidiary Guarantor in a
pro rata amount based on the net assets of each Subsidiary Guarantor determined in accordance with GAAP.


 


Section 11.03.        Execution
and Delivery of Notation of Guarantee.


 


(a)            To
evidence its Guarantee set forth in Section 11.01, a Subsidiary Guarantor shall execute a supplemental indenture to this Indenture
substantially in the form included in Exhibit C hereto and a notation of such Guarantee substantially in the form included in Exhibit B
hereto endorsed by an Officer of such Subsidiary Guarantor by manual or facsimile signature on each Note authenticated and delivered by
the Trustee.


 






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(b)            Each
Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Guarantee.


 


(c)            If
an Officer whose signature is on this Indenture or on the notation of Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which a notation of Guarantee is endorsed, the Guarantee shall be valid nevertheless.


 


(d)            The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth
in this Indenture on behalf of the Subsidiary Guarantors.


 


Section 11.04.        Releases
of Subsidiary Guarantors.


 


(a)            A
Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee
without any further action on the part of the Trustee or any Holder of the Notes:


 


(1)            in
connection with any sale or other disposition of (i) all of the Capital Stock of such Subsidiary Guarantor or (ii) all or substantially
all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), in each case to one or more
Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or
other disposition, as applicable, does not violate Section 5.11;


 


(2)            if
such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary
or the Subsidiary no longer meets the definition of Restricted Subsidiary;


 


(3)            if
the Guarantee was required pursuant to the terms of Section 5.13, the release or discharge of the guarantee that required such Guarantee
(except a release or discharge by or as a result of payment under such Guarantee);


 


(4)            upon
a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article Nine or Article Twelve;
or


 


(5)            upon
the liquidation or dissolution of such Subsidiary Guarantor.


 


(b)            Any
Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium,
if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Eleven.


 






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ARTICLE Twelve

SATISFACTION AND DISCHARGE


 


Section 12.01.        Satisfaction
and Discharge.


 


This Indenture will be discharged
and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise
expressly provided for in this Indenture) as to all outstanding Notes issued under this Indenture when:


 


(a)            either:


 


(1)            all
such Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid or Notes whose
payment has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged
from such trust as provided for in this Indenture) have been delivered to the Trustee for cancellation; or


 


(2)            all
Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable by reason of the giving of a notice
of redemption or otherwise, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company;


 


(b)            the
Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount
in United States dollars, U.S. Government Obligations, or a combination thereof, sufficient, in the opinion of a nationally recognized
firm of independent public accountants or a nationally recognized investment banking firm, to pay and discharge the entire Indebtedness
on the Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest
at such Maturity, Stated Maturity or redemption date;


 


(c)            the
Company or any Subsidiary Guarantor has paid or caused to be paid all other sums due and payable under this Indenture by the Company and
any Subsidiary Guarantor;


 


(d)            the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; and


 


(e)            the
Company has delivered irrevocable instructions to the Trustee hereunder to apply any deposited money described in clause (b) of this
Section 12.01 to the payment of the Notes at Stated Maturity or the redemption date, as the case may be.


 






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Section 12.02.        Deposited
Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.


 


(a)            Subject
to Section 12.03, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this Section 12.02, the “Trustee”) pursuant to Section 12.01
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest,
but such money need not be segregated from other funds except to the extent required by law.


 


(b)            Notwithstanding
the above, the Trustee shall pay to the Company from time to time upon its request any cash or U.S. Government Obligations held by it
as provided in this Section 12.02 which, in the opinion of a nationally recognized firm of independent public accountants expressed
in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to
effect a satisfaction and discharge under this Article Twelve.


 


Section 12.03.        Repayment
to the Company.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note
and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid
to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once in The New
York Times or The Wall Street Journal (national edition) or send to each Holder entitled to such money, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining shall be repaid to the Company.


 


ARTICLE Thirteen

MISCELLANEOUS


 


Section 13.01.        No
Adverse Interpretation of Other Agreements.


 


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


 






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Section 13.02.        Notices.


 


(a)            Any
notice or communication by either of the Company or any Subsidiary Guarantor, on the one hand, or the Trustee on the other hand, to the
other is duly given if in writing in the English language and delivered in Person or mailed by first class mail (registered or certified,
return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the others’ address:


 


If to the Company or any Subsidiary
Guarantor:


 


SM Energy Company


1775 Sherman Street, Suite 1200


Denver, Colorado 80203


Facsimile: (303) 861-8140


Attention: Chief Financial Officer


 


If to the Trustee:


 


U.S. Bank National Association


950 17th Street, 5th Floor


Denver, Colorado 80202


Facsimile: (303) 585-4530


Attention: Global Corporate Trust Services


 


(b)            The
Company, the Subsidiary Guarantors or the Trustee, by notice to the others may designate additional or different addresses for subsequent
notices or communications.


 


(c)            All
notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered
by hand, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid, if mailed; (iii) when
receipt acknowledged, if telecopied; (iv) and the next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.


 


(d)            Any
notice or communication to a Holder (i) of a Global Note shall be given in accordance with the rules and procedures of the Depositary,
and (ii) otherwise shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.


 


(e)            If
a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it.


 


(f)             If
the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


Section 13.03.         Communication
by Holders of Notes with Other Holders of Notes.


 


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


 






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Section 13.04.        Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application
by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers’
Certificate (which shall include the statements set forth in Section 13.05) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (2) an Opinion
of Counsel (which shall include the statements set forth in Section 13.05) stating that, in the opinion of such counsel (who may
rely on such Officers’ Certificate as to matters of fact), all such conditions precedent and covenants have been satisfied.


 


Section 13.05.        Statements
Required in Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:


 


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


 


(2)            a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


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


 


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


 


Section 13.06.         Rules by
Trustee and Agents.


 


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


 


Section 13.07.        No
Personal Liability of Directors, Officers, Employees and Stockholders.


 


No director, officer, employee,
manager, incorporator, member, partner or stockholder or other owner of Capital Stock of the Company or any Restricted Subsidiary, as
such, will have any liability for any obligations of the Company, any Subsidiary Guarantor or any other Restricted Subsidiary under the
Notes, this Indenture or the Guarantees to which they are a party, or for any claim based on, in respect of, or by reason of, such obligations
or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.


 


Section 13.08.        Governing
Law.


 


THIS INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






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Section 13.09.         Trust
Indenture Act Controls.


 


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


 


Section 13.10.         Successors.


 


All agreements of the Company
in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.
All agreements of each Subsidiary Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 6.01
or 11.04.


 


Section 13.11.         Severability.


 


In case any provision in this
Indenture or 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 13.12.         Counterpart
Originals.


 


The parties may sign any number
of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be
used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed
to be their original signatures for all purposes.


 


Section 13.13.        Acts
of Holders.


 


(a)            Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by
the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer or exchange offer
for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made in the manner provided in this Section 13.13.


 


(b)            The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution
or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a
signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient
proof of authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.


 






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(c)            Notwithstanding
anything to the contrary contained in this Section 13.13, the principal amount and serial numbers of Notes held by any Holder, and
the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 3.04.


 


(d)            If
the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Notwithstanding TIA
Section 316(c), such record date shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally
in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to
Section 3.06 and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion
of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions
of this Indenture not later than eleven months after the record date.


 


(e)            Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder
of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation
of such action is made upon such Note.


 


(f)            Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with
regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.


 


(g)            For
purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means or as otherwise reasonably
acceptable to the Trustee.


 


Section 13.14.        Benefit
of Indenture.


 


Nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its
successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 






    106


     


    

 


Section 13.15.        Table
of Contents, Headings, Etc.


 


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


 


[Signature page to follow]


 






    107


     


    

 


In witness whereof, the parties hereto have caused
this Supplemental Indenture to be executed by their duly authorized representatives, effective as of the day and year first above written.


 


	SM ENERGY COMPANY	 
	 	 
	 	 
	By: 	/s/ David W. Copeland	 
	 	Name: 	David W. Copeland	 
	 	Title:	Executive Vice President and General Counsel	 
	 	 
	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 
	 	 
	 	 
	By: 	/s/ Michael McGuire 	 
	 	Name:	 Michael McGuire	 
	 	Title:	 Vice President	 



 


[Signature
Page to Fifth Supplemental Indenture]


 






     


     


    

 



 


EXHIBIT A


 


[Face of Note]


 


[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 3.07 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
TO SECTION 3.07(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 3.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUERS.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS
OR THEIR AGENTS FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


 






1For Global Notes only.


 



    Exhibit A - 1


     


    




 


CUSIP:
78454L AW0


	No. _________	 	Principal Amount: $ __________




 


SM ENERGY COMPANY


 


6.500% Senior Notes due 2028


 


SM Energy Company, a Delaware
corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to, for value received,
promises to pay to _______________, or its registered assigns, the principal sum of [ ] ($[ ]) UNITED STATES DOLLARS on July 15,
2028.


 


Interest Payment Dates: January 15
and July 15 of each year, commencing January 15, 2022.


 


Regular Record Dates: January 1
and July 1 of each year.


 


Reference is hereby made to
the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


IN WITNESS WHEREOF, the Company
has caused this Note to be signed manually or by facsimile by its duly authorized officers.


 


SM ENERGY COMPANY,


a Delaware corporation


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 



    Exhibit A - 2


     


    

 


(Form of Trustee’s Certificate of Authentication)


 


This is one of the 6.500%
Senior Notes due 2028 described in the within-mentioned Indenture.


 


U.S. Bank National Association, as Trustee


 


	By:	 	 
	 	Authorized Signatory	 



 


Date: __________________


 



    Exhibit A - 3


     


    

 


[Reverse Side of Note]


 


SM ENERGY COMPANY


 


6.500% Senior Notes due 2028


 


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


 


1. Interest. The Company
promises to pay interest on the principal amount of this Note at 6.500% per annum until maturity. The Company shall pay interest semi-annually
in arrears on January 15 and July 15 of each year (each, an “Interest Payment Date”). Interest on the Notes shall
accrue from the most recent date to which interest has been paid on the Notes (or one or more Predecessor Notes) or, if no interest has
been paid, from and including the date of original issuance; provided, that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment
Date shall be January 15, 2022.2 The Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate then in effect on the Notes
to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. If any payment date with respect to the Notes
is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on such payment
for the intervening period.


 


2. Method of Payment.
The Company shall pay interest on the Notes (except defaulted interest, if any) to the Persons in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on January 1 or July 1 immediately preceding the 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 3.13
of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and interest at the
office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders, and provided, that payment by wire transfer of immediately
available funds shall be required with respect to principal of, 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. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.


 


 






2For Additional Notes, insert the appropriate Interest
Payment Date for those Additional Notes.


 



    Exhibit A - 4


     


    

 


3. Paying Agent and Registrar.
Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder. 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 May 21, 2015 (the “Base Indenture”) by and between the Company and the
Trustee, as amended and supplemented by the Fifth Supplemental Indenture dated as of June 23, 2021 (the Base Indenture, as so amended
and supplemented, being called 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 such Act for a statement of such terms. To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which
this Note is issued provides that an unlimited amount of Additional Notes may be issued thereunder, subject to compliance with the covenants
therein.


 


5. Optional Redemption.
The Notes shall be redeemable at the option of the Company as provided in Article Four of the Indenture.


 


6. Mandatory Redemption.
The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


7. Repurchase at Option
of Holders.


 


(a) Upon the occurrence
of a Change of Control Triggering Event, each Holder may require the Company to purchase such Holder’s Notes in whole or in part
in amounts of $2,000 or whole multiples of $1,000 in excess thereof, at a purchase price in cash in an amount equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the rights of Holders of record on relevant
record dates to receive interest due on an Interest Payment Date), pursuant to a Change of Control Offer in accordance with the procedures
set forth in the Indenture.


 


(b) Under certain circumstances
described in the Indenture, the Company will be required to apply the proceeds of Asset Dispositions to the repayment of the Notes and/or
Pari Passu Indebtedness.


 


8. Selection and Notice
of Redemption. If fewer than all of the Notes are to be redeemed in an offer to purchase at any time, the Trustee shall select the
Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other
method the Trustee deems fair and reasonable (subject to the procedures of DTC or any other Depositary).


 



    Exhibit A - 5


     


    

 


9. Denominations, Transfer,
Exchange. The Notes are in registered form without coupons in denominations of $2,000 and whole multiples of $1,000 in excess thereof.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes or other governmental charges required by law or permitted by the Indenture. The Company is not required to transfer or exchange
any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a
selection of Notes to be redeemed.


 


10. Persons Deemed Owners.
The registered Holder of a Note will be treated as its owner for all purposes.


 


11. Amendment, Supplement
and Waiver. The Indenture or the Notes may be amended or supplemented only as provided in the Indenture.


 


12. Defaults. In the
case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization specified in the Indenture, all outstanding
Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing,
the Trustee or the Holders of not less than 25% in principal amount of the then outstanding Notes may, and the Trustee at the request
of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately,
by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable immediately. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines
that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding
by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default of Event of Default (1) in the payment of the principal of, premium,
if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of
a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected
by such modification or amendment.


 


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


 


14. No Recourse Against
Others. No director, officer, employee, manager, incorporator, member, partner or stockholder or other owner of Capital Stock of the
Company, Guarantors or any Restricted Subsidiary, as such, will have any liability for any obligations of the Company or the Restricted
Subsidiaries under the Notes, the Indenture or the Guarantees to which they are a party, or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.


 


15. Authentication.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 



    Exhibit A - 6


     


    

 


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


 


17. Governing Law.
This Note shall be governed by, and construed in accordance with, the laws of the State of New York.


 


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


 


SM Energy Company


1775 Sherman Street, Suite 1200


Denver, Colorado 80203


Facsimile: (303) 861-0934


Attention: Chief Financial Officer


 



    Exhibit A - 7


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 


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







	 






 


(Insert assignee’s legal
name)


 


	 	 






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


 


	 
	 
	 









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


 


	and	irrevocably	appoint




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


 


Date: _______________


 


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).


 



    Exhibit A - 8


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 5.11 or Section 5.15 of the Indenture, check the appropriate box below:


 


	 	[       ] Section 5.11	[        ] Section 5.15




 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 5.11 or Section 5.15 of the Indenture, state the amount you
elect to have purchased:


 


	 	$	 	 




 


	Date:	 	 




 


Your Signature:


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




 


	Tax Identification No.:	 	 	 




 





	Signature Guarantee*: 	 	 


  


 






 


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



 



    Exhibit A - 9


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE


 


The following exchanges of
a part of this Global Note for an interest in another Global Note or for a 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

at Maturity of this

Global Note
	
    Amount of

Increase in

Principal Amount

at Maturity of this

Global Note
	
    Principal Amount

Maturity of this

Global Note

Following

such Decrease (or

Increase)

	 	 	 	 


 



    Exhibit A - 10


     


    




 


EXHIBIT B


 


FORM OF NOTATION OF GUARANTEE


 


For value received, each Subsidiary Guarantor
(which term includes any successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed,
to the extent set forth in the Indenture, dated as of May 21, 2015 (the “Base Indenture”), among SM Energy Company, a
Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), as amended
and supplemented by the Fifth Supplemental Indenture dated as of June 23, 2021 (the Base Indenture, as so amended and supplemented,
being called the “Indenture”), and subject to the provisions in the Indenture, (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether at Stated Maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal, premium, and interest, to the extent permitted by law, and
the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms
of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant
to the Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the
State of New York.


 


	[Insert Name of Guarantor]	 




 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


	Dated:	 	 




 



    Exhibit B - 1


     


    

 


EXHIBIT C


 


FORM OF GUARANTOR SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY GUARANTORS


 


GUARANTOR SUPPLEMENTAL INDENTURE
(this “Guarantor Supplemental Indenture”), dated as of _________________, among SM Energy Company (the “Company”),
the Company’s Subsidiaries listed on Schedule A hereto (each, a “New Guarantor”), the Company’s Subsidiaries
listed on Schedule B hereto (each, an “Existing Guarantor”) and U.S. Bank National Association, as trustee under the
Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company, the
Existing Guarantors and the Trustee are parties to an Indenture dated as of May 21, 2015 (the “Base Indenture”) by and
between the Company and the Trustee, as amended and supplemented by the Fifth Supplemental Indenture dated as of June 23, 2021
(the Base Indenture, as so amended and supplemented, being called the “Indenture”), providing for the issuance of the Company’s
6.500% Senior Notes due 2028 (the “Notes”);


 


WHEREAS, Section 10.01
of the Indenture provides that, without the consent of any Holders, the Company, the Existing Guarantors and the Trustee, at any time
and from time to time, may modify, supplement or amend the Indenture to add a Guarantor or additional obligor under the Indenture or permit
any Person to guarantee the Notes and/or obligations under the Indenture;


 


WHEREAS, each New Guarantor
wishes to guarantee the Notes pursuant to the Indenture;


 


WHEREAS, pursuant to the Indenture,
the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter into this Guarantor Supplemental Indenture
for the purposes stated herein; and


 


WHEREAS, all things necessary
have been done to make this Guarantor Supplemental Indenture, when executed and delivered by the Company, the Existing Guarantors and
each New Guarantor, the legal, valid and binding agreement of the Company, the Existing Guarantors and each New Guarantor, in accordance
with its terms.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor,
the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


(1) Capitalized Terms.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 



    Exhibit C - 1


     


    

 


(2) Guarantee.
Each New Guarantor hereby guarantees the obligations of the Company under the Indenture and the Notes related thereto pursuant to the
terms and conditions of Article Ten of the Indenture, such Article Eleven being incorporated by reference herein as if set
forth at length herein (each such guarantee, a “Guarantee”) and such New Guarantor agrees to be bound as a Subsidiary Guarantor
under the Indenture as if it had been an initial signatory thereto; provided, that the New Guarantor can be released from its
Guarantee to the same extent as any other Subsidiary Guarantor under the Indenture.


 


(3) GOVERNING LAW.
THIS GUARANTOR SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(4) Counterparts.
The parties may sign any number of copies of this Guarantor Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.


 


(5) Effect of Headings.
The section headings herein are for convenience only and shall not affect the construction hereof.


 


(6) The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Guarantor Supplemental
Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, Existing Guarantors
and the New Guarantors.


 



    Exhibit C - 2


     


    

 


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


 





	Dated:	 	 


 


SM ENERGY COMPANY,


a Delaware corporation


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


EACH GUARANTOR LISTED ON


SCHEDULE A HERETO


 


	By:	 	 
	 	Name:	 
	 	Title:	 





 


EACH GUARANTOR LISTED ON


SCHEDULE B HERETO


 


	By:	 	 
	 	Name:	 
	 	Title:	 





 


U.S. Bank National Association, as Trustee


 


	By:	 	 
	 	Authorized Signatory	 



 



    Exhibit C - 3