Indenture dated as of June 20, 2005



 Exhibit 4.13 
  
 EXECUTION COPY 
  

  
 CHESAPEAKE ENERGY CORPORATION 
  
 as Issuer, 
  
 THE SUBSIDIARY GUARANTORS, 
  
 as Guarantors, 
  
 AND 
  
 THE
BANK OF NEW YORK TRUST COMPANY, N.A., 
  
 as Trustee 
  

  
 INDENTURE 
  
 DATED AS OF June 20, 2005 
  

  

6.25% SENIOR NOTES DUE 2018 
  

  








 CROSS-REFERENCE TABLE 
  

					
	 TIA SECTION

	  	 INDENTURE SECTION


	310	  	(a) (1)	  	7.10
	 	  	(a) (2)	  	7.10
	 	  	(a) (3)	  	N.A.
	 	  	(a) (4)	  	N.A.
	 	  	(a) (5)	  	7.08
	 	  	(b)	  	7.08; 7.10
	 	  	(c)	  	N.A.
	311	  	(a)	  	7.11
	 	  	(b)	  	7.11
	 	  	(c)	  	N.A.
	312	  	(a)	  	2.05
	 	  	(b)	  	12.03
	 	  	(c)	  	12.03
	313	  	(a)	  	7.06
	 	  	(b) (1)	  	N.A.
	 	  	(b) (2)	  	7.06
	 	  	(c)	  	7.06; 12.02
	 	  	(d)	  	7.06
	314	  	(a)	  	4.02; 4.03; 12.02
	 	  	(b)	  	N.A.
	 	  	(c) (1)	  	12.04
	 	  	(c) (2)	  	12.04
	 	  	(c) (3)	  	N.A.
	 	  	(d)	  	N.A.
	 	  	(e)	  	12.05
	 	  	(f)	  	N.A.
	315	  	(a)	  	7.01 (b)
	 	  	(b)	  	7.05; 12.02
	 	  	(c)	  	7.01 (a)
	 	  	(d)	  	7.01 (c)
	 	  	(e)	  	6.11
	316	  	(a) (last sentence)	  	2.09
	 	  	(a) (1) (A)	  	6.05
	 	  	(a) (1) (B)	  	6.02; 6.04; 9.02
	 	  	(a) (2)	  	N.A.
	 	  	(b)	  	6.07
	 	  	(c)	  	N.A.
	317	  	(a) (1)	  	6.08
	 	  	(a) (2)	  	6.09
	 	  	(b)	  	2.04
	318	  	(a)	  	12.01
	318	  	(c)	  	12.01


 N.A. means Not Applicable 
  
 NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of this
Indenture. 







 TABLE OF CONTENTS 
  


			
	 	  	Pages


	ARTICLE One	  	 
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 
		
	 SECTION 1.01. Definitions.
	  	1
	 SECTION 1.02. Other Definitions.
	  	20
	 SECTION 1.03. Incorporation by Reference of Trust Indenture Act
	  	20
	 SECTION 1.04. Rules of Construction.
	  	21
		
	ARTICLE Two	  	 
		
	THE SECURITIES	  	 
		
	 SECTION 2.01. Form and Dating
	  	21
	 SECTION 2.02. Execution and Authentication
	  	21
	 SECTION 2.03. Registrar and Paying Agent
	  	22
	 SECTION 2.04. Paying Agent To Hold Money in Trust
	  	22
	 SECTION 2.05. Holder Lists
	  	23
	 SECTION 2.06. Transfer and Exchange
	  	23
	 SECTION 2.07. Replacement Securities
	  	23
	 SECTION 2.08. Outstanding Securities
	  	23
	 SECTION 2.09. Temporary Securities
	  	24
	 SECTION 2.10. Cancelation
	  	24
	 SECTION 2.11. Defaulted Interest
	  	24
	 SECTION 2.12. CUSIP Numbers
	  	24
	 SECTION 2.13. Issuance of Additional Securities
	  	24
		
	ARTICLE Three	  	 
		
	REDEMPTION	  	 
		
	 SECTION 3.01. Notice to Trustee
	  	25
	 SECTION 3.02. Selection of Securities to Be Redeemed
	  	25
	 SECTION 3.03. Notice of Redemption
	  	25
	 SECTION 3.04. Effect of Notice of Redemption
	  	26
	 SECTION 3.05. Deposit of Redemption Price
	  	27
	 SECTION 3.06. Securities Redeemed in Part
	  	27
	 SECTION 3.07. Optional Redemption
	  	27
	 SECTION 3.08. Equity Offering Redemption
	  	27
	 SECTION 3.09. Optional Redemption at Make-Whole Price
	  	28
		
	ARTICLE Four	  	 
		
	COVENANTS	  	 
		
	 SECTION 4.01. Payment of Securities
	  	28
	 SECTION 4.02. SEC Reports
	  	28
	 SECTION 4.03. Compliance Certificates
	  	29
	 SECTION 4.04. Maintenance of Office or Agency
	  	29
	 SECTION 4.05. Corporate Existence
	  	30









			
	 SECTION 4.06. Waiver of Stay, Extension or Usury Laws
	  	30
	 SECTION 4.07. Payment of Taxes and Other Claims
	  	30
	 SECTION 4.08. Maintenance of Properties and Insurance
	  	31
	 SECTION 4.09. Limitation on Incurrence of Additional Indebtedness.
	  	31
	 SECTION 4.10. Limitation on Restricted Payments
	  	32
	 SECTION 4.11. Limitation on Sale of Assets
	  	33
	 SECTION 4.12. Limitation on Liens Securing Indebtedness
	  	35
	 SECTION 4.13. Limitation on Sale/Leaseback Transactions
	  	35
	 SECTION 4.14. Limitation on Payment Restrictions Affecting Subsidiaries
	  	36
	 SECTION 4.15. Limitation on Transactions with Affiliates
	  	36
	 SECTION 4.16. Change of Control
	  	37
	 SECTION 4.17. Covenant Termination.
	  	38
		
	ARTICLE Five	  	 
		
	SUCCESSOR CORPORATION	  	 
		
	 SECTION 5.01. When Company May Merge, etc
	  	38
	 SECTION 5.02. Successor Corporation Substituted
	  	39
		
	ARTICLE Six	  	 
		
	DEFAULTS AND REMEDIES	  	 
		
	 SECTION 6.01. Events of Default
	  	39
	 SECTION 6.02. Acceleration
	  	41
	 SECTION 6.03. Other Remedies
	  	42
	 SECTION 6.04. Waiver of Past Defaults
	  	42
	 SECTION 6.05. Control by Majority
	  	42
	 SECTION 6.06. Limitation on Remedies
	  	42
	 SECTION 6.07. Rights of Holders to Receive Payment
	  	43
	 SECTION 6.08. Collection Suit by Trustee
	  	43
	 SECTION 6.09. Trustee May File Proofs of Claim
	  	43
	 SECTION 6.10. Priorities
	  	43
	 SECTION 6.11. Undertaking for Costs
	  	44
		
	ARTICLE Seven	  	 
		
	TRUSTEE	  	 
		
	 SECTION 7.01. Duties of Trustee
	  	44
	 SECTION 7.02. Rights of Trustee
	  	45
	 SECTION 7.03. Individual Rights of Trustee
	  	46
	 SECTION 7.04. Trustee’s Disclaimer
	  	46
	 SECTION 7.05. Notice of Defaults
	  	46
	 SECTION 7.06. Reports by Trustee to Holders
	  	46
	 SECTION 7.07. Compensation and Indemnity
	  	47
	 SECTION 7.08. Replacement of Trustee
	  	48
	 SECTION 7.09. Successor Trustee by Merger, etc
	  	48
	 SECTION 7.10. Eligibility; Disqualification
	  	48
	 SECTION 7.11. Preferential Collection of Claims Against Company
	  	49









			
	ARTICLE Eight	  	 
		
	DISCHARGE OF INDENTURE	  	 
		
	 SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.
	  	49
	 SECTION 8.02. Legal Defeasance and Discharge
	  	49
	 SECTION 8.03. Covenant Defeasance
	  	49
	 SECTION 8.04. Conditions to Legal or Covenant Defeasance
	  	50
	 SECTION 8.05. Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions
	  	51
	 SECTION 8.06. Repayment to Company
	  	52
	 SECTION 8.07. Reinstatement
	  	52
		
	ARTICLE Nine	  	 
		
	AMENDMENTS, SUPPLEMENTS AND WAIVERS	  	 
		
	 SECTION 9.01. Without Consent of Holders.
	  	52
	 SECTION 9.02. With Consent of Holders
	  	53
	 SECTION 9.03. Compliance with Trust Indenture Act
	  	54
	 SECTION 9.04. Revocation and Effect of Consents
	  	54
	 SECTION 9.05. Notation on or Exchange of Senior Notes
	  	55
	 SECTION 9.06. Trustee Protected
	  	55
		
	ARTICLE Ten	  	 
		
	GUARANTEES	  	 
		
	 SECTION 10.01. Unconditional Guarantee
	  	55
	 SECTION 10.02. Subsidiary Guarantors May Consolidate, etc., on Certain Terms
	  	56
	 SECTION 10.03. Addition of Subsidiary Guarantors
	  	57
	 SECTION 10.04. Release of a Subsidiary Guarantor
	  	57
	 SECTION 10.05. Limitation of Subsidiary Guarantor’s Liability
	  	58
	 SECTION 10.06. Contribution
	  	58
	 SECTION 10.07. [Intentionally Omitted.]
	  	58
	 SECTION 10.08. Severability
	  	58
		
	ARTICLE Eleven	  	 
		
	MISCELLANEOUS	  	 
		
	 SECTION 11.01. Trust Indenture Act Controls
	  	58
	 SECTION 11.02. Notices
	  	59
	 SECTION 11.03. Communication by Holders with Other Holders
	  	59
	 SECTION 11.04. Certificate and Opinion as to Conditions Precedent
	  	59
	 SECTION 11.05. Statements Required in Certificate or Opinion
	  	60
	 SECTION 11.06. Rules by Trustee and Agents
	  	60
	 SECTION 11.07. Legal Holidays
	  	60
	 SECTION 11.08. Governing Law
	  	60
	 SECTION 11.09. No Adverse Interpretation of Other Agreements
	  	60
	 SECTION 11.10. No Recourse Against Others
	  	60
	 SECTION 11.11. Successors
	  	60
	 SECTION 11.12. Duplicate Originals
	  	61
	 SECTION 11.13. Severability
	  	61
		
	 SIGNATURES
	  	62









			
	 RULE 144A/REGULATION S APPENDIX
	  	A-1
		
	 EXHIBIT 1 TO THE RULE 144A/REGULATION S APPENDIX – FORM OF INITIAL SECURITY
	  	B-1
		
	 EXHIBIT A-1 – FORM OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY
	  	C-1


 NOTE: This Table of Contents shall not, for any
purpose, be deemed to be a part of this Indenture. 







 INDENTURE, dated as of June 20, 2005, among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the
“Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto and The Bank of New York Trust Company, N.A., a national banking association, as Trustee. 
  
 Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of
the Company’s 6.25% Senior Notes due 2018: 
  
 ARTICLE ONE

  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 SECTION 1.01. Definitions. 
  
 “Additional Securities” means, subject to the Company’s
compliance with Section 4.09(a), 6.25% Senior Notes due 2018 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange
Securities or Private Exchange Securities issued pursuant to an exchange offer for other Securities outstanding under this Indenture). 
  
 “Adjusted Consolidated EBITDA” means the Consolidated Net Income of the Company and its Restricted Subsidiaries for the Reference Period, (a)
increased (to the extent deducted in determining Consolidated Net Income) by the sum, without duplication, of: (i) all income and state franchise taxes of the Company and its Restricted Subsidiaries paid or accrued according to GAAP for such period
(other than income taxes attributable to extraordinary, unusual or non-recurring gains or losses); (ii) all interest expense of the Company and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (including
amortization of original issue discount or premium); (iii) depreciation and depletion of the Company and its Restricted Subsidiaries; (iv) amortization of the Company and its Restricted Subsidiaries including, without limitation, amortization of
capitalized debt issuance costs; (v) any loss realized in accordance with GAAP upon the sale or other disposition of any property, plant or equipment of the Company or its Restricted Subsidiaries (including pursuant to any Sale/Leaseback
Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any loss realized in accordance with GAAP upon the sale or other disposition of any Capital Stock of any Person; (vi) any loss realized in accordance with
GAAP from currency exchange transactions not in the ordinary course of business consistent with past practice; (vii) any loss net of income taxes realized in accordance with GAAP attributable to extraordinary items; (viii) any charges associated
with the repurchase, prepayment or retirement of any Indebtedness including, without limitation, charges related to any premium or penalty paid or the write-off of deferred financing charges; and (ix) any other non-cash charges to the extent
deducted from Consolidated Net Income and (b) decreased (to the extent included in determining Consolidated Net Income) by the sum of (i) the amount of deferred revenues that are amortized during the Reference Period and are attributable to reserves
that are subject to Volumetric Production Payments and (ii) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments. 
  
 “Adjusted Consolidated EBITDA Coverage Ratio” means, for any
Reference Period, the ratio on a pro forma basis of (a) Adjusted Consolidated EBITDA for the Reference Period to (b) Adjusted Consolidated Interest Expense 








 
for such Reference Period; provided, that, in calculating Adjusted Consolidated EBITDA and Adjusted Consolidated Interest Expense (i) acquisitions
which occurred during the Reference Period or subsequent to the Reference Period and on or prior to the date of the transaction giving rise to the need to calculate the Adjusted Consolidated EBITDA Coverage Ratio (the “Transaction Date”)
will be given pro forma effect as if they had occurred on the first day of the Reference Period, including any Adjusted Consolidated EBITDA and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the
reasonable judgment of the chief financial or accounting officer of the Company regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X
promulgated under the Securities Act or any other regulation or policy of the SEC related thereto, (ii) the incurrence of any Indebtedness (including the issuance of the Securities) or issuance of any Disqualified Stock during the Reference Period
or subsequent to the Reference Period and on or prior to the Transaction Date shall be assumed to have occurred on the first day of such Reference Period, (iii) any Indebtedness that had been outstanding during the Reference Period that has been
repaid on or prior to the Transaction Date shall be assumed to have been repaid as of the first day of such Reference Period, (iv) the Adjusted Consolidated Interest Expense attributable to interest on any Indebtedness or dividends on any
Disqualified Stock bearing a floating interest (or dividend) rate shall be computed on a pro forma basis as if the rate in effect on the Transaction Date were the average rate in effect during the entire Reference Period and (v) in determining the
amount of Indebtedness pursuant to Section 4.09, the incurrence of Indebtedness or issuance of Disqualified Stock giving rise to the need to calculate the Adjusted Consolidated EBITDA Coverage Ratio and, to the extent the net proceeds from the
incurrence or issuance thereof are used to retire Indebtedness, the application of the proceeds therefrom shall be assumed to have occurred on the first day of the Reference Period. 
  
 “Adjusted Consolidated Interest Expense” means, with respect to the Company and its Restricted Subsidiaries, for
the Reference Period, the aggregate amount (without duplication) of (a) interest expensed in accordance with GAAP (including, in accordance with the following sentence, interest attributable to Capitalized Lease Obligations, but excluding interest
attributable to Dollar-Denominated Production Payments and amortization of deferred debt expense) during such period in respect of all Indebtedness of the Company and its Restricted Subsidiaries (including (i) amortization of original issue discount
or premium on any Indebtedness (other than with respect to the Existing Notes and the Securities), (ii) the interest portion of all deferred payment obligations, calculated in accordance with GAAP, and (iii) all commissions, discounts and other fees
and charges owed with respect to bankers’ acceptance financings and currency and interest rate swap arrangements, in each case to the extent attributable to such period), and (b) dividend requirements of the Company and its Restricted
Subsidiaries with respect to any Preferred Stock dividends (whether in cash or otherwise (except dividends paid solely in shares of Qualified Stock)) paid (other than to the Company or any of its Restricted Subsidiaries), declared, accrued or
accumulated during such period, in each case to the extent attributable to such period and excluding items eliminated in consolidation. For purposes of this definition, (a) interest on a Capitalized Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP and (b) interest expense attributable to any Indebtedness represented by the guarantee by the Company
or a Restricted Subsidiary of the Company of an obligation of another Person shall be deemed to be the interest expense attributable to the Indebtedness guaranteed. 
  

 2 








 “Adjusted Consolidated Net Tangible Assets” or “ACNTA” means (without duplication),
as of the date of determination, (a) the sum of (i) discounted future net revenue 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 petroleum engineers (which may include the Company’s internal engineers) in a reserve report prepared as of the end of the Company’s most recently completed fiscal year, as increased by, as of the date of determination, the
discounted future net revenue of (A) estimated proved oil and gas reserves of the Company and its Restricted Subsidiaries attributable to any acquisition consummated since the date of such year-end reserve report, and (B) estimated proved oil and
gas reserves of the Company and its Restricted Subsidiaries attributable to extensions, discoveries and other additions and upward revisions of estimates of proved oil and gas reserves due to exploration, development or exploitation, production or
other activities conducted or otherwise occurring since the date of such year-end reserve report, which, in the case of sub-clauses (A) and (B), would, in accordance with standard industry practice, result in such increases as calculated in
accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report), and decreased by, as of the date of determination, the discounted future net revenue of (C) estimated proved oil and gas reserves of the Company and its
Restricted Subsidiaries produced or disposed of since the date of such year-end reserve report and (D) reductions in the estimated oil and gas reserves of the Company and its Restricted Subsidiaries since the date of such year-end reserve report
attributable to downward revisions of estimates of proved oil and gas reserves due to exploration, development or exploitation, production or other activities conducted or otherwise occurring since the date of such year-end reserve report which, in
the case of sub-clauses (C) and (D), would, in accordance with standard industry practice, result in such decreases as calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report); provided
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 engineers, (ii) 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 annual or quarterly financial
statements, (iii) the Net Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly financial statements and (iv) the greater of (I) the net book value on a date no earlier than the date of the
Company’s latest annual or quarterly financial statements and (II) the appraised value, as estimated by independent appraisers, of other tangible assets (including Investments in unconsolidated Subsidiaries) of the Company and its Restricted
Subsidiaries, as of a date no earlier than the date of the Company’s latest audited financial statements, minus (b) the sum of (i) minority interests, (ii) any gas balancing liabilities of the Company and its Restricted Subsidiaries reflected
as a long-term liability in the Company’s latest annual or quarterly financial statements, (iii) the discounted future net revenue, calculated in accordance with SEC guidelines (utilizing the prices utilized in the Company’s year-end
reserve report), 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 on the schedules specified
with respect thereto, (iv) the 

  

 3 








 
discounted future net revenue, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments
which, based on the estimates of production included in determining the discounted future net revenue specified in (a) (i) above (utilizing the same prices utilized in the Company’s year-end reserve report), would be necessary to fully satisfy
the payment obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto and (v) the discounted future net revenue, calculated in accordance with
SEC guidelines (utilizing the same prices utilized in the Company’s year-end reserve report), attributable to reserves subject to participation interests, overriding royalty interests or other interests of third parties, pursuant to
participation, partnership, vendor financing or other agreements then in effect, or which otherwise are required to be delivered to third parties. If the Company changes its method of accounting from the full cost method to the successful efforts
method or a similar method of accounting, Adjusted Consolidated Net Tangible Assets will continue to be calculated as if the Company were still using the full cost method of accounting. 
  
 “Adjusted Net Assets of a Subsidiary Guarantor” at any date shall mean the lesser of (i) the amount by which the
fair value of the property of such Subsidiary Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such
date), but excluding liabilities under the Guarantee of such Subsidiary Guarantor at such date and (ii) the amount by which the present fair saleable value of the assets of such Subsidiary Guarantor at such date exceeds the amount that will be
required to pay the probable liability of such Subsidiary Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date and after giving effect to any collection from any Subsidiary of
such Subsidiary Guarantor in respect of the obligations of such Subsidiary under the Guarantee), excluding debt in respect of the Guarantee, as they become absolute and matured. 
  
 “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 the ownership of Voting Stock, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar.

  
 “Asset Sale” means any sale, lease, transfer,
exchange or other disposition (or series of related sales, leases, transfers, exchanges or dispositions) having a fair market value of $5,000,000 or more of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying
shares), or of property or assets (including the creation of Dollar-Denominated Production Payments and Volumetric Production Payments, other than Dollar-Denominated Production Payments and Volumetric Production Payments created or sold in
connection with the financing of, and within 30 days after, the acquisition of the properties subject thereto) or any interests therein (each referred to for purposes of this definition as a “disposition”) by the Company or any of its
Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar 

  

 4 








 
transaction (other than (a) by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or another Restricted Subsidiary, (b) a
sale of oil, gas or other hydrocarbons or other mineral products in the ordinary course of business of the Company’s oil and gas production operations, (c) any abandonment, farm-in, farm-out, lease and sub-lease of developed and/or undeveloped
properties made or entered into in the ordinary course of business, but excluding (x) any sale of a net profits or overriding royalty interest, in each case conveyed from or burdening proved developed or proved undeveloped reserves and (y) any sale
of hydrocarbons or other mineral products as a result of the creation of Dollar-Denominated Production Payments or Volumetric Production Payments, other than Dollar-Denominated Production Payments and Volumetric Production Payments created or sold
in connection with the financing of, and within 30 days after, the acquisition of the properties subject thereto), (d) the disposition of all or substantially all of the assets of the Company in compliance with Article Five, (e) Sale/Leaseback
Transactions in compliance with Section 4.13, (f) the provision of services and equipment for the operation and development of the Company’s oil and gas wells, in the ordinary course of the Company’s oil and gas service businesses,
notwithstanding that such transactions may be recorded as asset sales in accordance with full cost accounting guidelines, and (g) the issuance by the Company of shares of its Capital Stock). 
  
 “Attributable Indebtedness” means, with respect to any particular
lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the present value of the total net amount of rent required to be paid by such Person under the lease during the primary term
thereof, without giving effect to any renewals at the option of the lessee, discounted from the respective due dates thereof to such date at the rate of interest per annum implicit in the terms of the lease. As used in the preceding sentence, the
“net amount of rent” under any lease for any such period shall mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder excluding any amounts required to be paid by such lessee on
account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the case of any lease which is terminable by the lessee upon payment of a penalty, such net amount of rent shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. 
  
 “Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i) the product of
(x) the number of years from such date to the date of each successive scheduled principal payment of such Indebtedness multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments. 
  
 “Board of Directors” means, with respect to any Person, the Board
of Directors of such Person or any committee of the Board of Directors of such Person duly authorized to act on behalf of the Board of Directors of such Person. 
  

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

 5 








 “Business Day” means any day on which the New York Stock Exchange, Inc. is open for trading and
which is not a Legal Holiday. 
  
 “Capital Stock” means,
with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of corporate stock or partnership or limited liability company interests and any and all warrants, options and rights with respect
thereto (whether or not currently exercisable), including each class of common stock and preferred stock of such Person. 
  
 “Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a lease of property, real
or personal, that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
  
 “Change of Control” means the occurrence of any of the following:
(i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Company’s assets to any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than to Permitted
Holders; (ii) the adoption of a plan relating to the liquidation or dissolution of the Company; (iii) the acquisition, directly or indirectly, by any Person or group (as such term is used in Section 13(d)(3) of the Exchange Act), other than
Permitted Holders, of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act, except that such Person shall be deemed to have beneficial ownership of all shares that any such Person has the right to acquire, whether such right is
exercisable immediately or only after passage of time) of more than 50% of the aggregate voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders beneficially own (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Company than such other Person and do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the Board of Directors of the Company (for the purposes of this definition, such other Person shall be deemed to beneficially own any Voting Stock of a specified corporation held by a parent
corporation, if such other Person is the beneficial owner (as defined above), directly or indirectly, of more than 35% of the voting power of the Voting Stock of such parent corporation and the Permitted Holders beneficially own (as defined in this
proviso), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent corporation and do not have the right or ability by voting power, contract or otherwise to elect or designate for election
a majority of the Board of Directors of such parent corporation); or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors
whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of 66-2/3% of the directors of the Company then still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office. 
  
 “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Decline.

  

 6 








 “Company” means the party named as such above, until a successor replaces such Person in
accordance with the terms of this Indenture, and thereafter means such successor. 
  
 “Consolidated Net Income” of the Company means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided, however, that there shall not be included in such Consolidated Net Income: (a) any net income of any Person if such Person is not the Company or a Restricted Subsidiary, except that (i) subject to the
limitations contained in clause (d) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash or cash equivalents 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 (c) below)
and (ii) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period shall be included in determining such Consolidated Net Income; (b) any net income (or loss) of any Person acquired by the
Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition; (c) the net income of any Restricted Subsidiary to the extent that the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to the Company, is prohibited; (d) any gain (but not loss) realized upon the sale or other disposition of any property, plant or equipment of the Company or any Restricted Subsidiary (including pursuant
to any Sale/Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (but not loss) realized upon the sale or other disposition of any Capital Stock of any Person; (e) any gain (but not loss)
from currency exchange transactions not in the ordinary course of business consistent with past practice; (f) the cumulative effect of a change in accounting principles; (g) to the extent deducted in the calculation of net income, the non-cash
charges associated with the repayment of Indebtedness with the proceeds from the sale of the Securities or any other Senior Indebtedness scheduled to mature no earlier than the Indebtedness being repaid and the prepayment of any of the Securities or
such other Senior Indebtedness; and (h) any writedowns of non-current assets; provided, however, that any “ceiling limitation” writedowns under SEC guidelines shall be treated as capitalized costs, as if such writedowns had
not occurred;(i) any gain (but not loss) attributable to extraordinary items; and (j) any unrealized non-cash gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting from the application of FAS 133).

  
 “Credit Facilities” means, one or more debt
facilities (including, without limitation, the Company’s existing credit facility), commercial paper facilities or Debt Issuances, in each case with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders
or institutional investors 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 (or sell receivables to) such lenders
against such receivables), letters of credit or Debt Issuances, in each case, as amended, extended, restated, renewed, refunded, replaced or refinanced (including refinanced with Debt Issuances), supplemented or otherwise modified (in whole or in
part and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time. 
  

 7 








 “Currency Hedge Obligations” means, at any time as to the Company and its Restricted
Subsidiaries, the obligations of any such Person at such time that were incurred in the ordinary course of business pursuant to any foreign currency exchange agreement, option or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person’s or any of its Subsidiaries’ exposure to fluctuations in foreign currency exchange rates. 
  
 “Debt Issuances” means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness
evidenced by notes, debentures, bonds or other similar securities or instruments. 
  
 “Default” means any event which is, or after notice or passage of time would be, an Event of Default. 
  
 “De Minimis Guaranteed Amount” means a principal amount of Indebtedness that does not exceed $5,000,000. 
  
 “Disinterested Director” means, with respect to an Affiliate
Transaction or series of related Affiliate Transactions, a member of the Board of Directors of the Company who has no financial interest, and whose employer has no financial interest, in such Affiliate Transaction or series of related Affiliate
Transactions. 
  
 “Disqualified Stock” means any Capital
Stock of the Company or any Restricted Subsidiary of the Company which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or with the passage of time,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the Maturity Date or which is exchangeable or convertible into debt
securities of the Company or any Restricted Subsidiary of the Company, except to the extent that such exchange or conversion rights cannot be exercised prior to the Maturity Date. 
  
 “Dollar-Denominated Production Payments” mean production payment obligations recorded as liabilities in accordance
with GAAP, together with all undertakings and obligations in connection therewith. 
  
 “Equity Offering” means any public offering of Capital Stock (other than Disqualified Stock) of the Company pursuant to a registration statement filed pursuant to the Securities Act or any private placement
of Capital Stock (other than Disqualified Stock) of the Company (other than to any Person who, prior to such private placement, was an Affiliate of the Company) which offering or placement is consummated after the Issue Date. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC thereunder. 
  
 “Existing Notes” means the Company’s outstanding (a) 8.375% Senior Notes due 2008, (b) 8.125% Senior Notes due 2011, (c) 9.00% Senior Notes due 2012, (d) 7.50% Senior Notes due 2013, (e) 7.00% Senior Notes due 2014, (f) 7.50%
Senior Notes due 2014, (g) 7.75% Senior Notes due 2015, (h) 6.375 Senior Notes due 2015, (i) 6.875% Senior Notes due 2016 and (j) 6.625% Senior Notes due 2016. 

  

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 “GAAP” means generally accepted accounting principles as in effect in the United States of
America as of the Issue Date. 
  
 “Guarantee” means,
individually and collectively, the guarantees given by the Subsidiary Guarantors pursuant to Article Ten hereof. 
  
 “Holder” means a Person in whose name a Security is registered on the Registrar’s books. 
  
 “Indebtedness” means, without duplication, with respect to any
Person, (a) all obligations of such Person (i) in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (ii) evidenced by bonds, notes, debentures or similar
instruments, (iii) representing the balance deferred and unpaid of the purchase price of any property or services (other than accounts payable or other obligations arising in the ordinary course of business), (iv) evidenced by bankers’
acceptances or similar instruments issued or accepted by banks, (v) for the payment of money relating to a Capitalized Lease Obligation, or (vi) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter
of credit; (b) all net obligations of such Person under Interest Rate Hedging Agreements, Oil and Gas Hedging Contracts and Currency Hedge Obligations, except to the extent such net obligations are taken into account in the determination of future
net revenues from proved oil and gas reserves for purposes of the calculation of Adjusted Consolidated Net Tangible Assets; (c) all liabilities of others of the kind described in the preceding clauses (a) or (b) that such Person has guaranteed or
that are otherwise its legal liability (including, with respect to any Production Payment, any warranties or guaranties of production or payment by such Person with respect to such Production Payment but excluding other contractual obligations of
such Person with respect to such Production Payment); (d) Indebtedness (as otherwise defined in this definition) of another Person secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, the amount
of such obligations being deemed to be the lesser of (1) the full amount of such obligations so secured, and (2) the fair market value of such asset, as determined in good faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution, (e) with respect to such Person, the liquidation preference or any mandatory redemption payment obligations in respect of Disqualified Stock; (f) the aggregate preference in respect of amounts payable on the issued
and outstanding shares of Preferred Stock of any of such Person’s Restricted Subsidiaries in the event of any voluntary or involuntary liquidation, dissolution or winding up (excluding any such preference attributable to such shares of
Preferred Stock that are owned by such Person or any of its Restricted Subsidiaries; provided, that if such Person is the Company, such exclusion shall be for such preference attributable to such shares of Preferred Stock that are owned by
the Company or any of its Restricted Subsidiaries); and (g) any and all deferrals, renewals, extensions, refinancings and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described
in any of the preceding clauses (a), (b), (c), (d), (e), (f) or this clause (g), whether or not between or among the same parties. Subject to clause (c) of the preceding sentence, neither Dollar-Denominated Production Payments nor Volumetric
Production Payments shall be deemed to be Indebtedness. 
  

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 “Indenture” means this Indenture, as amended or supplemented from time to time in accordance
with the terms hereof. 
  
 “Initial Purchaser” means
Wachovia Capital Markets, LLC. 
  
 “Interest Rate Hedging
Agreements” means, with respect to the Company and its Restricted Subsidiaries, the obligations of such Persons under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements
or arrangements designed to protect any such Person or any of its Subsidiaries against fluctuations in interest rates. 
  
 “Investment” of any Person means (i) all investments by such Person in any other Person in the form of loans, advances or capital contributions,
(ii) all guarantees of Indebtedness or other obligations of any other Person by such Person, (iii) all purchases (or other acquisitions for consideration) by such Person of assets, Indebtedness, Capital Stock or other securities of any other Person
and (iv) all other items that would be classified as investments (including, without limitation, purchases of assets outside the ordinary course of business) or advances on a balance sheet of such Person prepared in accordance with GAAP. 

 
 “Investment Grade Rating” means a rating equal to or higher than
Baa3 (or the equivalent) by Moody’s or BBB– (or the equivalent) by S&P. 
  
 “Issue Date” means June 20, 2005. 
  
 “Lien” means, with respect to any Person, any mortgage, pledge, lien, encumbrance, easement, restriction, covenant, right-of-way, charge or adverse claim affecting title or resulting in an encumbrance
against real or personal property of such Person, or a security interest of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option, right of first refusal or other similar agreement
to sell, in each case securing obligations of such Person and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute or statutes) of any jurisdiction). 
  
 “Make-Whole Amount” with respect to a Security means an amount
equal to the excess, if any, of (i) the present value of the remaining interest, premium and principal payments due on such Security (excluding any portion of such payments of interest accrued as of the redemption date) as if such Security were
redeemed on July 15, 2010, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (ii) the outstanding principal amount of such Security. As used herein, “Treasury Rate” is defined as the yield to maturity
(calculated on a semi-annual bond equivalent basis) at the time of the computation of United States Treasury securities with a constant maturity (as compiled by and published in the most recent Federal Reserve Statistical Release H.15 (519), which
has become publicly available at least two Business Days prior to the date of the redemption notice or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the then remaining
maturity of the Securities assuming redemption of the Securities on July 15, 2010; provided, however, that if the Make-Whole Average Life of such Security is not equal to the constant maturity of the 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 

  

 10 








 
which such yields are given, except that if the Make-Whole Average Life of such Securities 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. As used herein, “Make-Whole Average Life” means the number of years (calculated to the nearest one-twelfth) between the date of redemption and
July 15, 2010. 
  
 “Make-Whole Price” means the greater
of (i) the sum of (A) the outstanding principal amount of the Securities to be redeemed plus (B) the Make-Whole Amount and (ii) the redemption price (expressed as a percentage of the principal amount) of the Securities on July 15, 2010 set forth in
Section 3.07. 
  
 “Maturity Date” means January 15,
2018. 
  
 “Moody’s” means Moody’s Investors
Service, Inc. or any successor to the rating agency business thereof. 
  
 “Net Available Proceeds” means, with respect to any Asset Sale or Sale/ Leaseback Transaction of any Person, cash proceeds received (including any cash proceeds received by way of deferred payment of principal pursuant to a note
or installment receivable or otherwise, but only as and when received, and excluding any other consideration until such time as such consideration is converted into cash) therefrom, in each case net of all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all federal, state or local taxes required to be accrued as a liability as a consequence of such Asset Sale or Sale/ Leaseback Transaction, and in each case net of all Indebtedness which is
secured by such assets, in accordance with the terms of any Lien upon or with respect to such assets, or which must, by its terms or in order to obtain a necessary consent to such Asset Sale or Sale/ Leaseback Transaction or by applicable law, be
repaid out of the proceeds from such Asset Sale or Sale/Leaseback Transaction and which is actually so repaid. 
  
 “Net Cash Proceeds” means, in the case of any sale by the Company of securities pursuant to clauses (B) or (C) of Section 4.10(a)(iii), the
aggregate net cash proceeds received by the Company, after payment of expenses, commissions, discounts, taxes and any other transaction costs incurred in connection therewith. 
  
 “Net Working Capital” means (i) all current assets of the Company and its Restricted Subsidiaries, minus (ii) all
current liabilities of the Company and its Restricted Subsidiaries, except current liabilities included in Indebtedness. 
  
 “Non-Recourse Indebtedness” means Indebtedness or that portion of Indebtedness of a Non-Recourse Subsidiary as to which (a) neither the Company
nor any other Subsidiary (other than a Non-Recourse Subsidiary) (i) provides credit support, including any undertaking, agreement or instrument which would constitute Indebtedness or (ii) is directly or indirectly liable for such Indebtedness and
(b) no default with respect to such Indebtedness (including any rights which the holders thereof may have to take enforcement action against a Non-Recourse Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other
Indebtedness (other than Non-Recourse Indebtedness) of the Company or its Subsidiaries (other than a Non-Recourse Subsidiary) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its
stated maturity. 
  

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 “Non-Recourse Subsidiary” means a Subsidiary or an Affiliate (i) established for the purpose of
acquiring or investing in property securing Non-Recourse Indebtedness, (ii) substantially all of the assets of which consist of property securing Non-Recourse Indebtedness, and (iii) which shall have been designated as a Non-Recourse Subsidiary by a
Board Resolution adopted by the Board of Directors of the Company, as evidenced by an Officers’ Certificate delivered to the Trustee. The Company may redesignate any Non-Recourse Subsidiary of the Company to be a Subsidiary other than a
Non-Recourse Subsidiary by a Board Resolution adopted by the Board of Directors of the Company, as evidenced by an Officers’ Certificate delivered to the Trustee, if, after giving effect to such redesignation, the Company could borrow $1.00 of
additional Indebtedness pursuant to Section 4.09(a) (such redesignation being deemed an incurrence of additional Indebtedness (other than Non-Recourse Indebtedness)). 
  
 “Officer” means, with respect to any Person, the Chairman of the Board, the President, any Vice President, the
Chief Financial Officer or the Treasurer of such Person. 
  
 “Officers’ Certificate” means, with respect to any Person, a certificate signed by two Officers or by an Officer and either the Secretary, or an Assistant Secretary or Assistant Treasurer of such Person. One of the Officers
signing an Officers’ Certificate given pursuant to Section 4.03(a) shall be the principal executive, financial or accounting officer of the Person delivering such certificate. 
  
 “Oil and Gas Business” means the business of the exploration for, and exploitation, development, production,
processing (but not refining), marketing, storage and transportation of, hydrocarbons, and other related energy and natural resource businesses (including oil and gas services businesses related to the foregoing). 
  
 “Oil and Gas Hedging Contracts” means any oil and gas purchase or
hedging agreement, and other agreement or arrangement, in each case, that is designed to provide protection against price fluctuations of oil, gas or other commodities. 
  
 “Oil and Gas Securities” means the Voting Stock of a Person primarily engaged in the Oil and Gas Business,
provided that such Voting Stock shall constitute a majority of the Voting Stock of such Person in the event that such Voting Stock is not registered under Section 12 of the Exchange Act. 
  
 “Opinion of Counsel” means a written opinion from legal counsel.
The counsel may be an employee of or counsel to the Company (or any Subsidiary Guarantor, if applicable). 
  
 “Permitted Business Investments” means (i) Investments in assets used in the Oil and Gas Business; (ii) the acquisition of Oil and Gas
Securities; (iii) the entry into operating agreements, joint ventures, processing agreements, farm-out agreements, development agreements, area of mutual interest agreements, contracts for the sale, transportation or exchange of oil and natural gas,
unitization agreements, pooling arrangements, joint bidding agreements, service contracts, partnership agreements (whether general or limited) or other similar or customary agreements, transactions, properties, interests or arrangements, and
Investments and expenditures in connection therewith or pursuant thereto, in 

  

 12 








 
each case made or entered into in the ordinary course of the Oil and Gas Business, excluding, however, Investments in corporations; (iv) the acquisition of
working interests, royalty interests or mineral leases relating to oil and gas properties; (v) Investments by the Company or any Restricted Subsidiary in any Person which, immediately prior to the making of such Investment, is a Restricted
Subsidiary; (vi) Investments in the Company by any Restricted Subsidiary; (vii) Investments permitted under Section 4.11 or Section 4.13; (viii) Investments in any Person the consideration for which consists of Qualified Stock and (ix) any other
Investments in an amount not to exceed 10% of Adjusted Consolidated Net Tangible Assets determined as of the date of the making or incurrence of such Investment. 
  
 “Permitted Company Refinancing Indebtedness” means Indebtedness of the Company, the net proceeds of which are used
to renew, extend, refinance, refund or repurchase outstanding Indebtedness of the Company, provided that (i) if the Indebtedness (including the Securities) being renewed, extended, refinanced, refunded or repurchased is pari passu with or
subordinated in right of payment to the Securities, then such Indebtedness is pari passu or subordinated in right of payment to, as the case may be, the Securities at least to the same extent as the Indebtedness being renewed, extended, refinanced,
refunded or repurchased, (ii) such Indebtedness is scheduled to mature no earlier than the Indebtedness being renewed, extended, refinanced, refunded or repurchased, and (iii) such Indebtedness has an Average Life at the time such Indebtedness is
incurred that is equal to or greater than the Average Life of the Indebtedness being renewed, extended, refinanced, refunded or repurchased; provided, further, that such Indebtedness (to the extent that such Indebtedness constitutes
Permitted Company Refinancing Indebtedness) is in an aggregate principal amount (or, if such Indebtedness is issued at a price less than the principal amount thereof, the aggregate amount of gross proceeds therefrom is) not in excess of the
aggregate principal amount then outstanding of the Indebtedness being renewed, extended, refinanced, refunded or repurchased (or if the Indebtedness being renewed, extended, refinanced, refunded or repurchased was issued at a price less than the
principal amount thereof, then not in excess of the amount of liability in respect thereof determined in accordance with GAAP). 
  
 “Permitted Financial Investments” means the following kinds of instruments if, in the case of instruments referred to in clauses (i)-(iv) below,
on the date of purchase or other acquisition of any such instrument by the Company or any Subsidiary, the remaining term to maturity is not more than one year; (i) readily marketable obligations issued or unconditionally guaranteed as to principal
of and interest thereon by the United States of America or by any agency or authority controlled or supervised by and acting as an instrumentality of the United States of America; (ii) repurchase obligations for instruments of the type described in
clause (i) for which delivery of the instrument is made against payment; (iii) obligations (including, but not limited to, demand or time deposits, bankers’ acceptances and certificates of deposit) issued by a depositary institution or trust
company incorporated or doing business under the laws of the United States of America, any state thereof or the District of Columbia or a branch or subsidiary of any such depositary institution or trust company operating outside the United States,
provided, that such depositary institution or trust company has, at the time of the Company’s or such Subsidiary’s investment therein or contractual commitment providing for such investment, capital surplus or undivided profits (as
of the date of such institution’s most recently published financial statements) in excess of $500,000,000; 
  

 13 








 
(iv) commercial paper issued by any corporation, if such commercial paper has, at the time of the Company’s or any Subsidiary’s investment therein
or contractual commitment providing for such investment, credit ratings of A-1 (or higher) by S&P and P-1 (or higher) by Moody’s; and (v) money market mutual or similar funds having assets in excess of $500,000,000. 
  
 “Permitted Holders” means Aubrey K. McClendon and Tom L. Ward and
their respective Affiliates. 
  
 “Permitted
Indebtedness” means (i) additional Indebtedness of the Company and its Restricted Subsidiaries under Credit Facilities in a principal amount outstanding under this clause (i) at any time not to exceed the greater of (a) $1,250 million and (b)
$100 million plus 20% of Adjusted Consolidated Net Tangible Assets; (ii) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date; (iii) other Indebtedness of the Company and its Restricted Subsidiaries in a
principal amount not to exceed $100 million at any one time outstanding; (iv) Non-Recourse Indebtedness; (v) Indebtedness of the Company to any Restricted Subsidiary of the Company and Indebtedness of any Restricted Subsidiary of the Company to the
Company or another Restricted Subsidiary of the Company; (vi) Permitted Company Refinancing Indebtedness; (vii) Permitted Subsidiary Refinancing Indebtedness; (viii) obligations of the Company and its Restricted Subsidiaries under Currency Hedge
Obligations, Oil and Gas Hedging Contracts or Interest Rate Hedging Agreements; (ix) Indebtedness under the Securities (excluding any Additional Securities); (x) Indebtedness of a Subsidiary pursuant to a Guarantee of the Securities in accordance
with Article Ten of this Indenture; (xi) Indebtedness consisting of any guarantee by the Company or one of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary outstanding on the Issue Date or permitted by this
Indenture to be incurred thereafter by the Company or its Restricted Subsidiary; and (xii) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary became a Restricted Subsidiary (other than
Indebtedness incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Restricted Subsidiary or
was acquired by the Company); provided, however, that on the date such Subsidiary became a Restricted Subsidiary and after giving pro forma effect thereto, the Adjusted Consolidated EBITDA Coverage Ratio is greater than the Adjusted
Consolidated EBITDA Coverage Ratio immediately prior to the acquisition. 
  
 “Permitted Investments” means Permitted Business Investments and Permitted Financial Investments. 
  
 “Permitted Liens” means (i) Liens existing on the Issue Date; (ii) Liens securing Indebtedness under Credit Facilities permitted by this
Indenture to be incurred; (iii) Liens now or hereafter securing any Interest Rate Hedging Agreements so long as the related Indebtedness (a) constitutes the Existing Notes or the Securities (or any Permitted Company Refinancing Indebtedness in
respect thereof) or (b) is, or is permitted to be under this Indenture, secured by a Lien on the same property securing such interest rate hedging obligations; (iv) Liens securing Permitted Company Refinancing Indebtedness or Permitted Subsidiary
Refinancing Indebtedness; provided, that such Liens extend to or cover only the property or assets currently securing the Indebtedness being refinanced and that the Indebtedness being refinanced was not incurred under the Credit Facilities;
(v) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in 

  

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 good faith and for which adequate reserves have been established to the extent required by GAAP; (vi) mechanics’,
worker’s, materialmen’s, operators’ or similar Liens arising in the ordinary course of business; (vii) Liens in connection with worker’s compensation, unemployment insurance or other social security, old age pension or public
liability obligations; (viii) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of money), leases, public or statutory obligations, surety, stay, appeal, indemnity, performance or
other similar bonds, or other similar obligations arising in the ordinary course of business; (ix) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of
real properties, and minor defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of borrowed money or the deferred purchase price of property or services, and in the aggregate do not
materially adversely affect the value of such properties or materially impair use for the purposes of which such properties are held by the Company or any Restricted Subsidiaries; (x) Liens on, or related to, properties to secure all or part of the
costs incurred in the ordinary course of business of exploration, drilling, development or operation thereof; (xi) Liens on pipeline or pipeline facilities which arise out of operation of law; (xii) judgment and attachment Liens not giving rise to
an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (xiii) (a) Liens upon any
property of any Person existing at the time of acquisition thereof by the Company or a Restricted Subsidiary, (b) Liens upon any property of a Person existing at the time such Person is merged or consolidated with the Company or any Restricted
Subsidiary or existing at the time of the sale or transfer of any such property of such Person to the Company or any Restricted Subsidiary, or (c) Liens upon any property of a Person existing at the time such Person becomes a Restricted Subsidiary;
provided, that in each case such Lien has not been created in contemplation of such sale, merger, consolidation, transfer or acquisition, and provided, further, that in each such case no such Lien shall extend to or cover any
property of the Company or any Restricted Subsidiary other than the property being acquired and improvements thereon; (xiv) Liens on deposits to secure public or statutory obligations or in lieu of surety or appeal bonds entered into in the ordinary
course of business; (xv) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary on deposit with or in possession of such bank;
(xvi) purchase money security interests granted in connection with the acquisition of assets in the ordinary course of business and consistent with past practices, provided, that (A) such Liens attach only to the property so acquired with the
purchase money indebtedness secured thereby and (B) such Liens secure only Indebtedness that is not in excess of 100% of the purchase price of such assets; (xvii) Liens reserved in oil and gas mineral leases for bonus or rental payments and for
compliance with the terms of such leases; (xviii) Liens arising under partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, purchase, exchange, transportation or processing (but not refining) of
oil, gas or other hydrocarbons, unitization and pooling declarations and agreements, development agreements, operating agreements, area of mutual interest agreements, and other similar agreements which are customary in the Oil and Gas Business;
(xix) Liens securing obligations of the Company or any of its Restricted Subsidiaries under Currency Hedge Obligations or Oil and Gas Hedging Contracts; and (xx) Liens to secure Dollar-Denominated Production Payments and Volumetric Production
Payments; provided, that after termination of the covenants referred to in the first paragraph of Section 4.17, for 
  

 15 








 purposes of complying with Section 4.12, the Lien described in clause (ii) of this “Permitted Liens” definition
will be a Permitted Lien only to the extent that Lien secures Indebtedness not exceeding, at the time of determination, 15% of the Adjusted Consolidated Tangible Net Assets of the Company. For the avoidance of doubt, once effective, this 15%
limitation will continue to apply during any later period in which the Securities do not have an Investment Grade Rating by S&P or Moody’s. 
  
 “Permitted Subsidiary Refinancing Indebtedness” means Indebtedness of any Restricted Subsidiary, the net proceeds of which are used to renew,
extend, refinance, refund or repurchase outstanding Indebtedness of such Restricted Subsidiary, provided that (i) if the Indebtedness (including the Guarantees) being renewed, extended, refinanced, refunded or repurchased is pari passu with
or subordinated in right of payment to the Guarantees, then such Indebtedness is pari passu with or subordinated in right of payment to, as the case may be, the Guarantees at least to the same extent as the Indebtedness being renewed, extended,
refinanced, refunded or repurchased, (ii) such Indebtedness is scheduled to mature no earlier than the Indebtedness being renewed, extended, refinanced, refunded or repurchased, and (iii) such Indebtedness has an Average Life at the time such
Indebtedness is incurred that is equal to or greater than the Average Life of the Indebtedness being renewed, extended, refinanced, refunded or repurchased; provided, further, that such Indebtedness (to the extent that such
Indebtedness constitutes Permitted Subsidiary Refinancing Indebtedness) is in an aggregate principal amount (or, if such Indebtedness is issued at a price less than the principal amount thereof, the aggregate amount of gross proceeds therefrom is)
not in excess of the aggregate principal amount then outstanding of the Indebtedness being renewed, extended, refinanced, refunded or repurchased (or if the Indebtedness being renewed, extended, refinanced, refunded or repurchased was issued at a
price less than the principal amount thereof, then not in excess of the amount of liability in respect thereof determined in accordance with GAAP); provided, however, that a Restricted Subsidiary that is not a Subsidiary Guarantor
shall not incur refinancing Indebtedness to renew, extend, refinance, refund or repurchase outstanding Indebtedness of the Company or another Subsidiary Guarantor. 
  
 “Person” means any individual, corporation, partnership, joint venture, trust, estate, unincorporated organization
or government or any agency or political subdivision thereof. 
  
 “Preferred Shares” means the 624,037 shares of 7% Cumulative Convertible Preferred Stock of the Company having a par value of $0.01 per share and a liquidation preference of $50 per share issued by the Company pursuant to the
Preferred Stock Offering, all of which shares were redeemed as of May 1, 2001. 
  
 “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 upon any
voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. 
  
 “Preferred Stock Offering” means the private placement of Preferred Shares that closed on or about April 22, 1998. 
  
 “Production Payments” means, collectively, Dollar-Denominated
Production Payments and Volumetric Production Payments. 
  

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 “pro forma” means, with respect to any calculation made or required to be made pursuant to the
terms of this Indenture, a calculation in accordance with Article Eleven of Regulation S-X under the Securities Act. 
  
 “Proved Developed Properties” means working interests, royalty interests, and other interests in oil, gas or mineral leases or other interests
in oil, gas or mineral properties to which reserves are attributed which may properly be categorized as proved developed reserves under Regulation S-X under the Securities Act; together with all contracts, agreements and contract rights which cover,
affect or otherwise relate to such interests; all hydrocarbons and all payments of any type in lieu of production; all improvements, fixtures, equipment, information, data and other property used in connection therewith or in connection with the
treating, handling, storing, processing, transporting or marketing of such hydrocarbons; all insurance policies relating thereto or to the operation thereof; all personal property related thereto; and all proceeds thereof. 
  
 “Qualified Stock” means any Capital Stock that is not Disqualified
Stock. 
  
 “Rating Decline” means the occurrence of a
decrease in rating of the Securities by one or more gradations by either Moody’s or S&P (including gradations within the rating categories, as well as between categories), within 90 days before or after the earlier of (x) a Change of
Control, (y) public notice of the occurrence of a Change of Control or (z) public notice of the intention of the Company to effect a Change of Control (which 90-day period shall be extended so long as the rating of the Securities is under publicly
announced consideration for possible downgrade by either Moody’s or S&P). 
  
 “Reference Date” means March 31, 1998. 
  
 “Reference Period” means, with respect to any Person, the period of four consecutive fiscal quarters ending with the last full fiscal quarter for which financial information is available immediately
preceding any date upon which any determination is to be made pursuant to the terms of the Securities or this Indenture. 
  
 “Restricted Payment” means, with respect to any Person, any of the following: (i) any dividend or other distribution in respect of such
Person’s Capital Stock (other than (a) dividends or distributions payable solely in Capital Stock (other than Disqualified Stock) (b) in the case of Restricted Subsidiaries of the Company, dividends or distributions payable to the Company or to
a Restricted Subsidiary of the Company and (c) in the case of the Company, cash dividends payable on the Preferred Shares); (ii) the purchase, redemption or other acquisition or retirement for value of any Capital Stock, including any option,
warrant, or other right to acquire shares of Capital Stock, of the Company or any of its Restricted Subsidiaries; (iii) the making of any principal payment on, or the purchase, defeasance, repurchase, redemption or other acquisition or retirement
for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, of any Indebtedness which is subordinated in right of payment to the Securities or any Guarantee; and (iv) the making by such Person of any Investment
other than a Permitted Investment. 
  
 “Restricted
Security” has the meaning provided in Rule 144(a)(3) under the Securities Act. 
  

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 “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted
Subsidiary. The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that, immediately after giving effect to such designation of any Unrestricted Subsidiary, the Company could
incur at least $1.00 in additional Indebtedness pursuant to Section 4.09(a). As of the Issue Date, all of the Company’s existing Subsidiaries shall be Restricted Subsidiaries. 
  
 “S&P” refers to Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
any successor to the rating agency business thereof. 
  
 “Sale/Leaseback Transaction” means with respect to the Company or any of its Restricted Subsidiaries, any arrangement with any Person providing for the leasing by the Company or any of its Restricted Subsidiaries of any principal
property, acquired or placed into service more than 180 days prior to such arrangement, whereby such property has been or is to be sold or transferred by the Company or any of its Restricted Subsidiaries to such Person. 
  
 “SEC” means the Securities and Exchange Commission. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder. 
  
 “Senior
Indebtedness” means any Indebtedness of the Company or a Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred), unless such Indebtedness is contractually subordinate or junior in right of payment of principal,
premium and interest to the Securities or the Guarantees, respectively. 
  
 “Subordinated Indebtedness of a Subsidiary Guarantor” means any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is contractually subordinate or junior in right of
payment of principal, premium and interest to the Guarantees. 
  
 “Subordinated Indebtedness of the Company” means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter incurred) which is contractually subordinate or junior in right of payment of principal, premium
and interest to the Securities. 
  
 “Subsidiary” means
any subsidiary of the Company. A “subsidiary” of any Person means (i) a corporation a majority of whose Voting Stock is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of such Person or by such Person
and one or more subsidiaries of such Person, (ii) a partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if such Person or its subsidiary is
entitled to receive more than 50 percent of the assets of such partnership upon its dissolution, or (iii) any other Person (other than a corporation or partnership) in which such Person, directly or indirectly, at the date of determination thereof,
has (x) at least a majority ownership interest or (y) the power to elect or direct the election of a majority of the directors or other governing body of such Person. 
  
 “Subsidiary Guarantor” means (i) each of the Subsidiaries on the Issue Date; and (ii) each of the other
Subsidiaries that becomes a guarantor 

  

 18 








 
of the Securities in compliance with the provisions of Article Ten of this Indenture and (iii) each of the Subsidiaries executing a supplemental indenture in
which such Subsidiary agrees to be bound by the terms of this Indenture. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in Section 9.03. 
  
 “Trust Officer” means any officer or assistant officer within the
corporate trust department of the Trustee assigned by the Trustee to administer its corporate trust matters and who shall have direct responsibility for the administration of this Indenture. 
  
 “Trustee” means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor. 
  
 “Unrestricted Subsidiary” means (a) any Subsidiary of an Unrestricted Subsidiary and (b) any Subsidiary of the Company or of a Restricted
Subsidiary that is designated as an Unrestricted Subsidiary by a resolution adopted by the Board of Directors in accordance with the requirements of the following sentence. The Company may designate any Subsidiary of the Company or of a Restricted
Subsidiary (including a newly acquired or newly formed Subsidiary or any Restricted Subsidiary of the Company), to be an Unrestricted Subsidiary by a resolution of the Board of Directors of the Company, as evidenced by written notice thereof
delivered to the Trustee, if immediately after giving effect to such designation, (i) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.09(a), (ii) the Company could make an additional Restricted Payment of $1.00
pursuant to Section 4.10(a), (iii) such Subsidiary does not own or hold any Capital Stock of, or any lien on any property of, the Company or any Restricted Subsidiary and (iv) such Subsidiary is not liable, directly or indirectly, with respect to
any Indebtedness other than Unrestricted Subsidiary Indebtedness. 
  
 “Unrestricted Subsidiary Indebtedness” of any Person means Indebtedness of such Person (a) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the Company’s or such
Restricted Subsidiary’s being the primary obligor, or guarantor of, or otherwise liable in any respect on, such Indebtedness and (b) which is not secured by any assets of the Company or of any Restricted Subsidiary. 
  
 “U.S. Government Securities” means securities that are (i) direct
obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clauses (i) or (ii) are not callable or redeemable at the option of the issuer thereof. 
  
 “U.S. Legal Tender” means such coin or currency of the United
States as at the time of payment shall be legal tender for the payment of public and private debts. 
  

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 “Volumetric Production Payments” mean production payment obligations recorded as deferred
revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith. 
  
 “Voting Stock” means, with respect to any Person, securities of any class or classes of Capital Stock in such Person entitling the holders
thereof (whether at all times or only so long as no senior class of stock has voting power by reason of contingency) to vote in the election of members of the Board of Directors or other governing body of such Person. 
  
 SECTION 1.02. Other Definitions. 
  
 Other terms used in this Indenture are defined in the Appendix or in the
Section indicated below: 
  

			
	 Term

	  	Defined in Section


	 “Affiliate Transaction”
	  	  4.15
	 “Appendix”
	  	  2.01
	 “Bankruptcy Law”
	  	  6.01
	 “Change of Control Offer”
	  	  4.16
	 “Change of Control Notice”
	  	  4.16
	 “Change of Control Payment Date”
	  	  4.16
	 “Covenant Defeasance”
	  	  8.03
	 “Custodian”
	  	  6.01
	 “Event of Default”
	  	  6.01
	 “Excess Proceeds”
	  	  4.11
	 “Funding Guarantor”
	  	10.06
	 “incur”
	  	  4.09
	 “Legal Defeasance”
	  	  8.02
	 “Legal Holiday”
	  	11.07
	 “Net Proceeds Offer”
	  	  4.11
	 “Net Proceeds Offer Amount”
	  	  4.11
	 “Net Proceeds Payment Date”
	  	  4.11
	 “Paying Agent”
	  	  2.03
	 “Payment Default”
	  	  6.01
	 “Payment Restriction”
	  	  4.14
	 “Permitted Consideration”
	  	  4.11
	 “Registrar”
	  	  2.03

  
 SECTION 1.03.
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. The following TIA terms, if used in this Indenture,
have the following meanings: 
  
 “Commission” means the SEC. 
  
 “indenture securities” means the Securities and the Guarantees. 
  
 “indenture security holder” means a Holder. 
  
 “indenture to be qualified” means this Indenture. 
  
 “indenture trustee” or “institutional trustee” means the Trustee. 
  

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 “obligor” on the indenture securities means the Company, the Subsidiary Guarantors and any
other obligor on the Securities or the Guarantees. 
  
 All other
TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them therein. 
  
 SECTION 1.04. Rules of Construction. 
  
 Unless the context otherwise requires: 
  
 (1) a term has the meaning assigned to it; 
  
 (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

  
 (3) “or” is not exclusive;

  
 (4) words in the singular include the plural,
and words in the plural include the singular; 
  
 (5) any gender used in this Indenture shall be deemed to include the neuter, masculine or feminine genders; 
  
 (6) provisions apply to successive events and transactions; and 
  
 (7) “herein,” “hereof” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other Subdivision. 
  
 ARTICLE TWO 
  
 THE SECURITIES 
  
 SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in and expressly made part of this Indenture. The
Initial Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit 1 to the Appendix which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Securities, the Private
Exchange Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company and to the Trustee). Each Security
shall be dated the date of its authentication. The terms of the Securities set forth in the Appendix and Exhibit A are part of the terms of this Indenture. 
  
 SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. 
  

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 If an Officer whose signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless. 
  
 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this
Indenture. 
  
 On the Issue Date, the Trustee shall authenticate
and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a
written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the
original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. 
  
 The Trustee may appoint an authenticating agent reasonably acceptable to the
Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands. 
  
 SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent. 
  
 The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of
the name and address of any such agent and shall furnish the Trustee with an executed counterpart of any such agency agreement. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or any wholly owned Subsidiary incorporated or organized within The United States of America may act as Paying Agent, Registrar, co-registrar or transfer agent. 
  
 The Company initially appoints the Trustee as Registrar and Paying Agent in
connection with the Securities. 
  
 SECTION 2.04. Paying Agent
To Hold Money in Trust. Prior to 11:00 a.m., New York time, each due date of the principal and interest on any Security, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due.
The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying 

  

 22 








 
Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the
Securities and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee. 
  
 SECTION 2.05. Holder Lists.
The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing 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 Holders.

  
 SECTION 2.06. Transfer and Exchange. The Securities
shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. 
  
 SECTION 2.07. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other
reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. 
  
 Every replacement Security is an additional obligation of the Company.

  
 SECTION 2.08. Outstanding Securities. Securities
outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancelation and those described in this Section as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security. 
  
 If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. 
  
 If the Paying Agent segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date money sufficient 

  

 23 








 
to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be,
then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 
  
 SECTION 2.09. Temporary Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities. 
  
 SECTION 2.10. Cancelation. The Company at any time may deliver Securities to the Trustee for cancelation. The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of (subject to the record retention requirements of the Exchange Act) all Securities
surrendered for registration of transfer, exchange, payment or cancelation in its customary manner and upon request shall deliver a certificate of such disposal to the Company unless the Company directs the Trustee to deliver canceled Securities to
the Company. The Company may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancelation. 
  
 SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Holders on a subsequent special record date. The Company shall fix or cause to be fixed any such
special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 
  
 SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may
use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall notify the Trustee of any change in the CUSIP numbers. 
  

SECTION 2.13. Issuance of Additional Securities. The Company shall be entitled, subject to its compliance with Section 4.09(a), to issue
Additional Securities under this Indenture which shall have identical terms as the Initial Securities issued on the Issue Date, other than with respect to the date of issuance and issue price. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. 
  

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 With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of
Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information: 
  
 (1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; 

 
 (2) the issue price, the issue date and the CUSIP number
of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the
Code; and 
  
 (3) whether such Additional
Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit A. 
  
 Additional Securities may be issued with the same CUSIP number as the
Securities issued on the Issue Date if, and only if, the Company shall have provided the Trustee with an opinion of nationally recognized counsel, reasonably satisfactory to the Trustee, to the effect that such Additional Securities will be fungible
with the Securities issued on the Issue Date for all United States federal income tax purposes. 
  
 ARTICLE THREE 
  
 REDEMPTION

  
 SECTION 3.01. Notice to Trustee. If the Company elects
to redeem Securities pursuant to the optional redemption provisions of Paragraphs 5, 6 or 7 of the Securities, it shall furnish to the Trustee and the Registrar, at least 45 days but not more than 60 days before the redemption date (unless the
Trustee consents to a shorter period in writing), an Officers’ Certificate setting forth the redemption date, the principal amount of Securities to be redeemed and the redemption price, including the detail of the calculation of the Make-Whole
Price, if applicable. 
  
 SECTION 3.02. Selection of Securities
to Be Redeemed. If less than all of the Securities are to be redeemed at any time, the Trustee shall select the Securities to be redeemed pro rata, by lot or, if the Securities are listed on any securities exchange, by any other method that the
Trustee considers fair and appropriate and that complies with the requirements of such exchange; provided, however, that no Securities with a principal amount of $1,000 or less will be redeemed in part. The Trustee shall make the
selection from outstanding Securities not previously called for redemption not less than 30 nor more than 60 days prior to the redemption date. Securities and portions of them it selects shall be in amounts of $1,000 or whole multiples of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Company promptly of the Securities or portions of Securities selected for
redemption. 
  
 SECTION 3.03. Notice of Redemption. (a) At
least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder’s registered address. 
  

 25 








 The notice shall identify the Securities to be redeemed and shall state: 
  
 (1) the redemption date; 
  
 (2) the redemption price; 
  
 (3) the aggregate principal amount of Securities being
redeemed; 
  
 (4) the name and address of the
Paying Agent; 
  
 (5) that Securities called for
redemption must be surrendered to the Paying Agent at the address specified in such notice to collect the redemption price; 
  
 (6) that, unless the Company defaults in the payment of the redemption price or accrued interest, interest on Securities called for
redemption ceases to accrue on and after the redemption date and the only remaining right of the Holders is to receive payment of the redemption prices in respect of the Securities upon surrender to the Paying Agent of the Securities; 
  
 (7) if any Security is being redeemed in part, the portion
of the principal amount of such Security to be redeemed and that, after the redemption date, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued in the name of the Holder
thereof upon cancelation of the Security or Securities being redeemed; 
  
 (8) the paragraph of the Securities pursuant to which the Securities called for redemption are being redeemed; and 
  
 (9) the CUSIP number of the Securities. 
  
 (b) At the Company’s request, the Trustee shall give the notice of redemption required in Section 3.03(a) in the Company’s name and at the
Company’s expense; provided, however, that the Company shall deliver to the Trustee, at least 45 days prior to the redemption date (unless the Trustee consents to a shorter notice period in writing), an Officers’ Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03(a). 
  
 SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03, Securities called for redemption
become due and payable on the redemption date at the redemption price. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price, plus accrued and unpaid interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the related interest payment date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

  

 26 








 SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., New York time, the redemption
date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) funds available on the redemption date sufficient to pay the redemption price of, and accrued and unpaid
interest on, the Securities to be redeemed on that date. The Paying Agent shall promptly return to the Company any money so deposited which is not required for that purpose upon the written request of the Company, except with respect to monies owed
as obligations to the Trustee pursuant to Article Seven. 
  
 If
any Security called for redemption shall not be so paid upon redemption because of the failure of the Company to comply with the preceding paragraph, interest will continue to be payable on the unpaid principal and premium, if any, including from
the redemption date until such principal and premium, if any, 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 Securities and in Section 4.01 hereof. 
  
 SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is to be redeemed in part, the Company shall issue and the Trustee shall authenticate for the Holder, at the expense of the Company, a new Security equal in aggregate amount to the unredeemed portion of the Security surrendered.

  
 SECTION 3.07. Optional Redemption. Except as set forth
in Sections 3.08 and 3.09 hereof, the Company shall not have the option to redeem the Securities prior to July 15, 2010. The Securities may be redeemed at the option of the Company, in whole or from time to time in part, at any time on or after July
15, 2010, at the redemption prices set forth below (expressed as a percentage of the principal amount of the Securities to be redeemed), together with accrued and unpaid interest on the Securities so redeemed to the redemption date, if redeemed
during the 12-month period commencing on July 15 of the years indicated below: 
  

				
	 Year

	  	Redemption
Price

	 
	 2010
	  	103.125	%
	 2011
	  	102.083	%
	 2012
	  	101.042	%
	 2013 and thereafter
	  	100.000	%

  
 Any redemption
pursuant to this Section 3.07 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  
 SECTION 3.08. Equity Offering Redemption. In the event the Company consummates one or more Equity Offerings on or prior to July 15, 2008, the
Company may redeem, in its sole discretion, up to 35% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) with all or a portion of the aggregate net proceeds received by the Company from any such Equity
Offering or Equity Offerings at a redemption price of 106.25% of the aggregate principal amount of the Securities so redeemed, plus accrued and unpaid interest on the Securities so redeemed to the redemption date; provided, however,
that (i) the date of any such redemption occurs within the 120-day period after the Equity Offering in respect of which such redemption is made and (ii) following each such redemption, at least 65% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) remains outstanding. 
  

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 Any redemption pursuant to this Section 3.08 shall be made, to the extent applicable, pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
  
 SECTION 3.09.
Optional Redemption at Make-Whole Price. At any time prior to July 15, 2010 the Company may, at its option, redeem all or any portion of the Securities at the Make-Whole Price plus accrued and unpaid interest on the Securities so redeemed to
the date of redemption. 
  
 Any redemption pursuant to this
Section 3.09 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 hereof. 
  
 ARTICLE FOUR 
  
 COVENANTS 
  
 SECTION 4.01. Payment of Securities. The Company shall pay the principal of, premium, if any, and interest on, the Securities on the dates and in the manner provided in the Securities and this Indenture. Principal, premium and
interest shall be considered paid on the date due if the Trustee or Paying Agent holds on that date money deposited by the Company designated for and sufficient to pay all principal, premium and interest then due. All references to interest in this
Indenture shall for all purposes be deemed to include any additional interest payable as liquidated damages pursuant to the Registration Rights Agreement. 
  
 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 borne by the Securities to the extent lawful; and 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 4.02. SEC Reports.
(a) The Company, within 15 days after it files the same with the SEC, shall deliver to Holders, copies of the annual reports and the information, documents and other reports (or copies of any such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may not be required to remain subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC and provide Holders with such annual reports and such information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act. The Company and each
Subsidiary Guarantor shall also comply with the provisions of TIA Section 314(a). 
  
 (b) The Company may request the Trustee on behalf of the Company at the Company’s expense to mail the foregoing to Holders. In such case, the Company shall provide the Trustee with a sufficient number of copies
of all reports and other documents and information that the Trustee may be required to deliver to Holders under this Section. 
  

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 SECTION 4.03. Compliance Certificates. (a) The Company shall deliver to the Trustee, within 90
days after the end of each fiscal year of the Company, an Officers’ Certificate substantially in the form of Exhibit J hereto, stating that a review of the activities of the Company and the 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 such Officer’s knowledge, the Company and each Subsidiary Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of such Officer’s knowledge, after reasonable inquiry, no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if
any, or interest, if any, on the Securities are prohibited or, if such event has occurred, a description of the event and what action the Company and the Subsidiary Guarantors are taking or propose to take with respect thereto. Such Officers’
Certificate shall comply with TIA Section 314(a)(4). The Company hereby represents that, as of the Issue Date, its fiscal year ends December 31, and hereby covenants that it shall notify the Trustee at least 30 days in advance of any change in its
fiscal year. 
  
 (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.02 shall be accompanied by a written statement of the Company’s independent public accountants (which
shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements nothing has come to their attention that would lead them to believe that the Company has violated any
provisions of Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such provisions relate to accounting matters) or, if any such violation has occurred, specifying the nature and period of existence thereof. Where such financial
statements are not accompanied by such a written statement, the Company shall furnish the Trustee with an Officers’ Certificate stating that any such written statement would be contrary to the then current recommendations of the American
Institute of Certified Public Accountants. 
  
 (c) The Company and
the Subsidiary Guarantors will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of any Default or Event of Default or default in the performance of any covenant, agreement or
condition contained in this Indenture, an Officers’ Certificate specifying such Default or Event of Default and what action the Company or any Subsidiary Guarantor proposes to take with respect thereto. 
  
 SECTION 4.04. Maintenance of Office or Agency. The Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any 

  

 29 








 
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 address of the Trustee set forth in Section 11.02. If at any time the Company shall fail to maintain any required office or agency or shall fail to furnish the Trustee with the address
thereof, such surrenders, presentations, notices and demands may be made or served at the corporate trust office of the Trustee. 
  
 Subject to Section 2.03, the Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes. The Company will 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. 
  
 SECTION 4.05. Corporate Existence. The Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each Subsidiary and all rights (charter and statutory) and franchises of the Company and the
Subsidiaries; provided, that the Company shall not be required to preserve the corporate existence of any Subsidiary, or any such right or franchise, if the Company shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders. 
  
 SECTION 4.06. Waiver of Stay, Extension or Usury Laws. The Company and each Subsidiary Guarantor covenants (to the extent that each may lawfully do
so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension, or usury law or other law, which would prohibit or forgive the Company or any Subsidiary Guarantor from
paying all or any portion of the principal of, premium, if any, or interest on the Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture;
and (to the extent that it may lawfully do so) each of the Company and the Subsidiary Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 SECTION 4.07. Payment of Taxes and Other Claims. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (b) all lawful claims for labor, materials and supplies
which, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. 
  

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 SECTION 4.08. Maintenance of Properties and Insurance. (a) The Company shall cause all properties
used or held for use in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and shall cause
to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any such property, or disposing of it, if such discontinuance or disposal is, in the
judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders. 
  
 (b) The Company shall provide or cause to be provided, for itself and each of its Subsidiaries, insurance (including appropriate self-insurance) against
loss or damage of the kinds that, in the reasonable, good faith opinion of the Company, are adequate and appropriate for the conduct of the business of the Company and such Subsidiaries in a prudent manner, with reputable insurers or with the
government of the United States or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company, for corporations similarly situated in
the industry. 
  
 SECTION 4.09. Limitation on Incurrence of
Additional Indebtedness. 
  
 (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively,
“incur”) any Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, the Company or its Restricted
Subsidiaries may incur Indebtedness if, on a pro forma basis, after giving effect to such incurrence and the application of the proceeds therefrom, either of the following tests shall have been satisfied: (i) the Adjusted Consolidated EBITDA
Coverage Ratio would have been at least 2.0 to 1.0; or (ii) Adjusted Consolidated Net Tangible Assets would have been greater than 200% of Indebtedness of the Company and its Restricted Subsidiaries. 
  
 (b) Notwithstanding the foregoing, if no Default or Event of Default shall
have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, the Company and its Restricted Subsidiaries may incur Permitted Indebtedness. For purposes of determining compliance with this Section 4.09:

  
 (i) in the event that an item of proposed
Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness as of the date of incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a) as of the date of incurrence thereof, the Company shall, in
its sole discretion, classify (or later classify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09, and 
  
 (ii) for purposes of determining compliance with any dollar-denominated restriction on the incurrence of
Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency. 
  

 31 








 Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest
or dividends in the form of additional Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. 
  
 (c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary. 
  
 SECTION 4.10. Limitation on Restricted Payments. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment, unless: 
  
 (i) no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; 
  

(ii) at the time of and immediately after giving effect to such Restricted Payment, the Company would be able to incur at least $1.00
of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09(a); and 
  
 (iii) immediately after giving effect to such Restricted Payment, the aggregate of all Restricted Payments declared or made after the
Reference Date does not exceed the sum of (A) 50% of the Consolidated Net Income of the Company and its Restricted Subsidiaries (or in the event such Consolidated Net Income shall be a deficit, minus 100% of such deficit) during the period (treated
as one accounting period) subsequent to the Reference Date and ending on the last day of the fiscal quarter immediately preceding the date of such Restricted Payment; (B) the aggregate Net Cash Proceeds, and the fair market value of property other
than cash (as determined in good faith by the Company’s Board of Directors and evidenced by a resolution of such Board), received by the Company during such period from any Person other than a Subsidiary of the Company as a result of the
issuance or sale of Capital Stock of the Company (other than any Disqualified Stock and other than Preferred Shares issued in the Preferred Stock Offering), other than in connection with the conversion of Indebtedness or Disqualified Stock; (C) the
aggregate Net Cash Proceeds, and the fair market value of property other than cash (as determined in good faith by the Company’s Board of Directors and evidenced by a resolution of such Board), received by the Company during such period from
any Person other than a Subsidiary of the Company as a result of the issuance or sale of any Indebtedness or Disqualified Stock to the extent that at the time the determination is made such Indebtedness or Disqualified Stock, as the case may be, has
been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock); and (D)(i) in case any Unrestricted Subsidiary has been redesignated a Restricted Subsidiary, an amount equal to the lesser of (x) the book value
(determined in accordance with GAAP) at the date of such redesignation of the aggregate Investments made by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary and (y) the fair market value of such Investments in such
Unrestricted Subsidiary 

  

 32 








 
at the time of such redesignation, as determined in good faith by the Company’s Board of Directors, including a majority of the Company’s
Disinterested Directors, whose determination shall be conclusive and evidenced by a resolution of such Board; or (ii) in case any Restricted Subsidiary has been redesignated an Unrestricted Subsidiary, minus the greater of (x) the book value
(determined in accordance with GAAP) at the date of redesignation of the aggregate Investments made by the Company and its Restricted Subsidiaries in such Restricted Subsidiary and (y) the fair market value of such Investments in such Restricted
Subsidiary at the time of such redesignation, as determined in good faith by the Company’s Board of Directors, including a majority of the Company’s Disinterested Directors, whose determination shall be conclusive and evidenced by a
resolution of such Board. 
  
 (b) Notwithstanding the foregoing,
the above limitations will not prevent (i) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment complied with the provisions hereof; (ii) the making of any Restricted Payment
in exchange for, or out of the net proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Capital Stock (other than Disqualified Stock) of the Company; (iii) any dividend or other distribution
payable from a Restricted Subsidiary to the Company or any other Restricted Subsidiary; (iv) regularly quarterly dividends on the 6.00% Cumulative Convertible Preferred Stock, the 5.00% Cumulative Convertible Preferred Stock or the 4.125% Cumulative
Convertible Preferred Stock of the Company outstanding on the Issue Date, provided that no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to any such Restricted Payment; (v)
repurchases, redemptions or other acquisitions or retirements for value of any Capital Stock from employees or directors of the Company or any Restricted Subsidiary in an aggregate amount not to exceed $3,000,000 in any calendar year; and (vi) other
Restricted Payments not in excess of $35,000,000 in the aggregate since the Issue Date, provided that no Default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to any such
Restricted Payment. Any Restricted Payment described in the preceding clause (iii) shall be excludable in the calculation of the amount of Restricted Payments, and any Restricted payment described in any other clause shall be included in the
calculation. 
  
 SECTION 4.11. Limitation on Sale of Assets.
(a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless: 
  
 (i) the Company (or its Restricted Subsidiaries, as the case may be) receives consideration at the time of such sale or other disposition
at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors and evidenced by a resolution of such Board, including a majority of the Company’s Disinterested Directors, in the case of any
Asset Sales or series of related Asset Sales having a fair market value of $50,000,000 or greater); 
  
 (ii) (A) the consideration consists of cash, cash equivalents, Permitted Financial Investments or property, equipment, leasehold interests
or other assets used in the Oil and Gas Business (“Permitted Consideration”) or (B) the portion of the consideration that does not constitute Permitted Consideration, together with all other consideration received for Asset Sales since the
Issue Date that does not constitute Permitted Consideration, has a fair market value of no more than 10% of ACNTA; and 
  

 33 








 (iii) the Net Available Proceeds received by the Company (or its Restricted Subsidiaries,
as the case may be) from such Asset Sale are applied in accordance with paragraphs (b) or (c) hereof. 
  
 (b) The Company may apply such Net Available Proceeds within 365 days after receipt of Net Available Proceeds from any Asset Sale, to: (i) the repayment
of Indebtedness of the Company or a Restricted Subsidiary under Credit Facilities or other Senior Indebtedness, including any mandatory redemption or repurchase or optional redemption of the Existing Notes or the Securities; (ii) make an Investment
in assets used in the Oil and Gas Business; or (iii) develop by drilling the Company’s oil and gas reserves. 
  
 (c) If, upon completion of the 365-day period referred to above, any portion of the Net Available Proceeds of any Asset Sale shall not have been applied
by the Company as described in clauses (i), (ii) or (iii) of the immediately preceding paragraph and such remaining Net Available Proceeds, together with any remaining net cash proceeds from any prior Asset Sale (such aggregate constituting
“Excess Proceeds”), exceed $40,000,000, then the Company will be obligated to make an offer (the “Net Proceeds Offer”) to purchase the Securities and any other Senior Indebtedness in respect of which such an offer to purchase is
required to be made concurrently with the Net Proceeds Offer having an aggregate principal amount equal to the Excess Proceeds (such purchase to be made on a pro rata basis if the amount available for such repurchase is less than the principal
amount of the Securities and other Senior Indebtedness tendered in such Net Proceeds Offer) at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest on the Securities and other Senior Indebtedness so repurchased
to the date of repurchase. Upon the completion of the Net Proceeds Offer, the amount of Excess Proceeds will be reset to zero. 
  
 (d) The Company shall commence a Net Proceeds Offer by preparing and mailing a notice to the Trustee, the Paying Agent and each Holder as of such record
date as the Company shall establish (upon written notice to the Trustee). Notice of a Net Proceeds Offer to purchase the Securities will be made on behalf of the Company not less than 25 Business Days nor more than 60 Business Days before the
payment date of the Net Proceeds Offer (the “Net Proceeds Payment Date”), and shall set forth the Net Proceeds Offer Amount and the Net Proceeds Payment Date and refer to and summarize the material points contained in Sections 4.11(d) and
(e) hereof. Securities tendered to the Company pursuant to a Net Proceeds Offer will cease to accrue interest after the Net Proceeds Payment Date. For purposes of this covenant, the term “Net Proceeds Offer Amount” means the principal of
outstanding Securities in an aggregate principal amount equal to any remaining Net Available Proceeds (rounded to the next lowest $1,000). If the Net Proceeds Payment Date is on or after an interest payment record date and on or before the related
interest payment date, any accrued interest payable on such interest payment date will be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders
who tender Securities pursuant to the Net Proceeds Offer. 
  
 (e)
On the Net Proceeds Payment Date, the Company will (i) accept for payment Securities and any other Senior Indebtedness in respect of which such an offer to purchase is required to be made concurrently with the Net Proceeds Offer or portions thereof
pursuant to the 

  

 34 








 
Net Proceeds Offer in an aggregate principal amount equal to the Net Proceeds Offer Amount or such lesser amount as has been tendered, (ii) deposit with the
Paying Agent (or if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the purchase price of all Securities and such other Senior Indebtedness or portions thereof so tendered in an aggregate
principal amount equal to the Net Proceeds Offer Amount or such lesser amount, including any accrued and unpaid interest thereon, and (iii) deliver or cause to be delivered to the Trustee, Securities so accepted together with an Officers’
Certificate stating the Securities or portions thereof tendered to the Company. If the aggregate principal amount of Securities and such other Senior Indebtedness tendered exceeds the Net Proceeds Offer Amount, the Trustee will select the Securities
and other Senior Indebtedness to be purchased (in integral multiples of $1,000) on a pro rata basis based on the principal amount of Securities and other Senior Indebtedness so tendered and notify the Company, the Registrar and the Paying Agent. The
Paying Agent, upon instruction of the Company, will promptly mail or deliver to Holders of Securities so accepted payment in an amount equal to the purchase price (representing those funds received pursuant to clause (ii) of this Section 4.11(e)),
and the Company will execute and the Trustee will promptly authenticate and mail or make available for delivery to Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. Any Securities not so
accepted will be promptly mailed or delivered to the Holder thereof by the Company, or, if the Company so directs the Trustee, by the Trustee on behalf of the Company at the Company’s expense. The Company will publicly announce the results of
the Net Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date. For purposes of this Section 4.11, the Trustee will act as the Paying Agent. 
  
 (f) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender
offer rules under the Exchange Act and any other federal and state securities laws, rules and regulations which may then be applicable to any Net Proceeds Offer. 
  
 (g) During the period between any Asset Sale and the application of the Net Available Proceeds therefrom in accordance with
this covenant, all Net Available Proceeds shall be maintained in a segregated account and shall be invested in Permitted Financial Investments. 
  
 SECTION 4.12. Limitation on Liens Securing Indebtedness. The Company will not, and will not permit any Restricted Subsidiary to, create, incur,
assume or suffer to exist any Liens (other than Permitted Liens) upon any of their respective properties securing any Indebtedness of the Company or any Restricted Subsidiary, unless the Securities or a Guarantee are equally and ratably secured;
provided, that if such Indebtedness is expressly subordinated to the Securities or a Guarantee, the Lien securing such Indebtedness will be subordinated and junior to the Lien securing the Securities or such Guarantee. 
  
 SECTION 4.13. Limitation on Sale/Leaseback Transactions. The Company
will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale/Leaseback Transaction with any Person (other than the Company or any other Restricted Subsidiary) unless (i) the Company or such Restricted Subsidiary, as the
case may be, would be able to incur Indebtedness in a principal amount equal to the Attributable Indebtedness with respect to such Sale/Leaseback Transaction in accordance with Section 4.09 or (ii) the Company or such Restricted Subsidiary receives
proceeds from such 

  

 35 








 
Sale/Leaseback Transaction at least equal to the fair market value thereof (as determined in good faith by the Company’s Board of Directors, whose
determination in good faith, evidenced by a resolution of such Board shall be conclusive) and such proceeds are applied in the same manner and to the same extent as Net Available Proceeds and Excess Proceeds from an Asset Sale. 
  
 SECTION 4.14. Limitation on Payment Restrictions Affecting Subsidiaries.
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any
Restricted Subsidiary of the Company to (i) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary, (ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the Company; (iii)
make loans or advances to the Company or a Restricted Subsidiary of the Company; or (iv) transfer any of its properties or assets to the Company or a Restricted Subsidiary of the Company (each, a “Payment Restriction”), except for (a)
encumbrances or restrictions under Credit Facilities; provided, that any Payment Restrictions thereunder (other than, with respect to (iv) above, customary restrictions in security agreements or other loan documents thereunder securing or
governing Indebtedness of a Restricted Subsidiary) may be imposed only upon the acceleration of the maturity of the Indebtedness thereunder; (b) consensual encumbrances or consensual restrictions binding upon any Person at the time such Person
becomes a Restricted Subsidiary of the Company (unless the agreement creating such consensual encumbrances or consensual restrictions was entered into in connection with, or in contemplation of, such entity becoming a Restricted Subsidiary); (c)
consensual encumbrances or consensual restrictions under any agreement that refinances or replaces any agreement described in clauses (a) and (b) above, provided that the terms and conditions of any such restrictions are in the aggregate no
less favorable to the holders of the Securities than those under the agreement so refinanced or replaced; and (d) customary non-assignment provisions in leases, purchase money financings and any encumbrance or restriction due to applicable law.

  
 SECTION 4.15. Limitation on Transactions with Affiliates.
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of transactions (including, without limitation, the sale, purchase or lease of any assets or properties
or the rendering of any services) with any Affiliate or beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of 10% or more of the Company’s common stock (other than with a Restricted Subsidiary of the Company) (an
“Affiliate Transaction”), on terms that are less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with an unrelated Person. In addition, the Company will not,
and will not permit any Restricted Subsidiary of the Company to, enter into an Affiliate Transaction, or any series of related Affiliate Transactions having a value of (a) more than $15,000,000 unless a majority of the Board of Directors of the
Company (including a majority of the Company’s Disinterested Directors) determines in good faith, as evidenced by a resolution of such Board, that such Affiliate Transaction or series of related Affiliate Transactions is fair to the Company; or
(b) more than $35,000,000, unless the Company receives a written opinion from a nationally recognized investment banking firm with total assets in excess of $1,000,000,000 that such transaction or series of transactions is fair to the Company from a
financial point of view. 
  

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 SECTION 4.16. Change of Control. (a) Following the occurrence of any Change of Control Triggering
Event, the Company shall offer (a “Change of Control Offer”) to purchase all outstanding Securities at a purchase price equal to 101% of the aggregate outstanding principal amount of the Securities, plus accrued and unpaid interest on the
Securities so purchased to the date of purchase. The Change of Control Offer shall be deemed to have commenced upon mailing of the notice described in the next succeeding paragraph and shall terminate 20 Business Days after its commencement, unless
a longer offering period is required by law. Promptly after the termination of the Change of Control Offer (the “Change of Control Payment Date”), the Company shall purchase and mail or deliver payment for all Securities tendered in
response to the Change of Control Offer. If the Change of Control Payment Date is on or after an interest payment record date and on or before the related interest payment date, any accrued interest payable on such interest payment date will be paid
to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Securities pursuant to the Change of Control Offer. 
  
 (b) Within 15 days after any Change of Control Triggering Event, the Company
(with notice to the Trustee and the Paying Agent), or the Trustee at the Company’s request and expense, will mail or cause to be mailed to all Holders on the date of the Change of Control Triggering Event a notice prepared by the Company (the
“Change of Control Notice”) of the occurrence of such Change of Control Triggering Event and of the Holders’ rights arising as a result thereof. The Change of Control Notice will contain all instructions and materials necessary to
enable Holders to tender their Securities to the Company. The Change of Control Notice, which shall govern the terms of the Change of Control Offer, shall state: (1) that the Change of Control Offer is being made pursuant to this Section 4.16; (2)
the purchase price and the Change of Control Payment Date; (3) that any Security not tendered will continue to accrue interest at the stated rate; (4) that any Security accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest on the Change of Control Payment Date; (5) that Holders electing to have a Security purchased pursuant to any Change of Control Offer will be required to surrender the Security, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to termination of the Change of Control Offer; (6) that Holders will
be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the expiration of the Change of Control Offer, or such longer period as may be required by law, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have the Security purchased; and (7) that
Holders whose Securities are purchased only in part will be issued Securities equal in principal amount to the unpurchased portion of the Securities surrendered. 
  
 (c) On the Change of Control Payment Date, the Company shall, to the extent permitted by applicable law, (i) accept for
payment Securities or portions thereof tendered pursuant to the Change of Control Notice, (ii) if the Company appoints a depositary or Paying Agent, deposit with such depositary or Paying Agent money sufficient to pay the purchase price of all
Securities or portions thereof so tendered and (iii) deliver to the Trustee Securities so accepted together with an Officers’ Certificate stating the Securities or portions thereof tendered to the Company. The depositary, the 

  

 37 








 
Company or the Paying Agent, as the case may be, shall promptly mail to the Holders of Securities so accepted payment in an amount equal to the purchase
price (representing those funds received pursuant to clause (ii) of this Section 4.16(c)), and the Trustee shall promptly authenticate and mail to each such Holder a new Security equal in principal amount to any unpurchased portion of the Security
surrendered; provided that each such new Security will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date. For purposes of this Section 4.16, the Trustee shall act as the Paying Agent. 
  
 (d) The Company will comply with Section 14 of the Exchange Act and the provisions of Regulation 14E and any other tender offer rules under the Exchange
Act and any other federal and state securities laws, rules and regulations which may then be applicable to any offer by the Company to purchase the Securities at the option of the Holders upon a Change of Control. 
  
 SECTION 4.17. Covenant Termination. (a) If at any time (i) the rating
assigned to the Securities by either S&P or Moody’s is an Investment Grade Rating and (ii) no Event of Default has occurred and is continuing under the Indenture, then upon notice thereof from the Company to the Trustee, the Company and its
Restricted Subsidiaries will no longer be subject Sections 4.09, 4.10, 4.11, 4.14, 4.15 and 4.16 and, without limiting the remainder of Article Five, the financial test set out in clause (3) of Section 5.01 shall not apply. 
  
 (b) Following any termination of the covenants under this Section 4.17, the
Company may not designate any Subsidiary to be an Unrestricted Subsidiary. 
  
 ARTICLE FIVE 
  
 SUCCESSOR
CORPORATION 
  
 SECTION 5.01. When Company May Merge, etc.
The Company shall not consolidate with or merge with or into any Person or sell, convey, lease, transfer or otherwise dispose of all or substantially all of its assets to any Person, unless: 
  
 (1) the Company survives such merger or the Person formed by
such consolidation or into which the Company is merged or that acquires by sale, conveyance, transfer or other disposition, or which leases, all or substantially all of the assets of the Company is a corporation, limited liability company or limited
partnership organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or Canada or any province thereof, and expressly assumes, by supplemental indenture, the due and punctual payment of
the principal of, premium, if any, and interest on, all the Securities and the performance of every other covenant and obligation of the Company under this Indenture provided, that unless the successor Person is a corporation, a corporate
co-issuer of the Securities shall be added hereto by the execution and delivery of a supplemental indenture by such co-issuer; 
  

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 (2) immediately before and after giving effect to such transaction no Default or Event of
Default exists; and 
  
 (3) either: 

 
 (A) immediately after giving effect to such transaction
on a pro forma basis, the Adjusted Consolidated EBITDA Coverage Ratio is greater than the Adjusted Consolidated EBITDA Coverage Ratio immediately before such transaction; or 
  
 (B) immediately after giving effect to such transaction on a pro forma basis, the Company (or the surviving
or transferee entity) would be able to incur $1.00 of additional Indebtedness under the test described in Section 4.09(a) (other than Permitted Indebtedness). 
  

In connection with any consolidation, merger, sale, conveyance, lease, transfer or other disposition contemplated by this Section 5.01, the Company
shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this
Indenture. 
  
 SECTION 5.02. Successor Corporation Substituted.
Upon any consolidation, merger, lease, conveyance or transfer in accordance with Section 5.01, the Trustee shall be notified by the Company and the successor Person, and the successor Person formed by such consolidation or into which the Company
is merged or to which such lease, conveyance or transfer is made 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 had been named as the
Company herein and thereafter (except in the case of a lease) the predecessor corporation will be relieved of all further obligations and covenants under this Indenture and the Securities. 
  
 ARTICLE SIX 
  
 DEFAULTS AND REMEDIES 
  
 SECTION 6.01. Events of Default. An “Event of Default” occurs upon: 
  
 (1) default by the Company or any Subsidiary Guarantor in the payment of principal of, or premium, if any,
on the Securities when due and payable at maturity, upon repurchase pursuant to Section 4.11 or 4.16, upon acceleration or otherwise; 
  
 (2) default by the Company or any Subsidiary Guarantor in the payment of any installment of interest on the Securities when due and
payable and continuance of such default for 30 days; 
  
 (3) default by the Company or any Subsidiary Guarantor in the deposit of any optional redemption payment, when and as due and payable pursuant to Article Three; 
  
 (4) default on any other Indebtedness (other than Non-Recourse Indebtedness and Unrestricted Subsidiary
Indebtedness) of the Company, any Subsidiary Guarantor or any other Subsidiary 

  

 39 








 
(other than a Non-Recourse Subsidiary or an Unrestricted Subsidiary) if either (A) such default results in the acceleration of the maturity of any such
Indebtedness having a principal amount of $50,000,000 or more individually or, taken together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated, in the aggregate, or (B) such default results from
the failure to pay when due principal of, premium, if any, or interest on, any such Indebtedness, after giving effect to any applicable grace period (a “Payment Default”), having a principal amount of $50,000,000 or more individually or,
taken together with the principal amount of any other Indebtedness under which there has been a Payment Default, in the aggregate; provided that if any such default is cured or waived or any such acceleration is rescinded, or such
Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond any applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequent acceleration of the
Securities shall be rescinded, so long as any such rescission does not conflict with any judgment or decree or applicable provision of law; 
  
 (5) default in the performance, or breach of, the covenants set forth in Section 4.10 and Article Five, or in the performance, or breach
of, any other covenant or agreement of the Company or any Subsidiary Guarantor in this Indenture and failure to remedy such default within a period of 45 days after written notice thereof from the Trustee or Holders of 25% of the principal amount of
the outstanding Securities; 
  
 (6) the entry by
a court of one or more judgments or orders for the payment of money against the Company, any Subsidiary Guarantor or any other Subsidiary (other than a Non-Recourse Subsidiary or an Unrestricted Subsidiary, provided that neither the Company
nor any Restricted Subsidiary is liable, directly or indirectly, for such judgment or order) in an aggregate amount in excess of $50,000,000 (net of applicable insurance coverage by a third party insurer which is acknowledged in writing by such
insurer) that has not been vacated, discharged, satisfied or stayed pending appeal within 60 days from the entry thereof; 
  
 (7) a Guarantee by a Subsidiary Guarantor shall cease to be in full force and effect (other than a release of a Guarantee in accordance
with Section 10.04) or any Subsidiary Guarantor shall deny or disaffirm its obligations with respect thereto; 
  
 (8) the Company or any Subsidiary (other than a Non-Recourse Subsidiary or an Unrestricted Subsidiary) pursuant to or within the meaning
of any Bankruptcy Law: 
  
 (A) commences a
voluntary case or proceeding, 
  
 (B) consents
to the entry of an order for relief against it in an involuntary case or proceeding, 
  

 40 








 (C) consents to the appointment of a Custodian of it or for all or substantially all of
its property, 
  
 (D) makes a general assignment
for the benefit of its creditors, or 
  
 (E)
admits in writing that it generally is unable to pay its debts as the same become due; or 
  
 (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
  
 (A) is for relief (with respect to the petition commencing
such case) against the Company or any Subsidiary (other than a Non-Recourse Subsidiary or an Unrestricted Subsidiary) in an involuntary case or proceeding, 
  
 (B) appoints a Custodian of the Company or any Subsidiary (other than a Non-Recourse Subsidiary or an Unrestricted Subsidiary) or for all
or substantially all of its property, or 
  
 (C)
orders the liquidation of the Company or any Subsidiary (other than a Non- Recourse Subsidiary or an Unrestricted Subsidiary), and the order or decree remains unstayed and in effect for 60 days. 
  
 The term “Bankruptcy Law” means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 
  
 SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in clauses (8) or (9))
under Section 6.01 occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% of the principal amount of the outstanding Securities may declare the unpaid principal of and premium, if any, or the Change of
Control purchase price if the Event of Default includes failure to pay the Change of Control purchase price, and accrued and unpaid interest on, all the Securities then outstanding to be due and payable, by a notice in writing to the Company (and to
the Trustee, if given by Holders), and upon any such declaration such principal, premium, if any, and accrued and unpaid interest shall become immediately due and payable, notwithstanding anything contained in this Indenture or the Securities to the
contrary. If an Event of Default specified in clauses 8 or 9 above occurs, all unpaid principal of, and premium, if any, and accrued and unpaid interest on, the Securities then outstanding will become due and payable, without any declaration or
other act on the part of the Trustee or any Holder. 
  
 The
Holders of a majority of the principal amount of the outstanding Securities, by written notice to the Company, the Subsidiary Guarantors and the Trustee, may rescind and annul a declaration of acceleration and its consequences if (1) the Company or
any Subsidiary Guarantor has paid or deposited with such Trustee a sum sufficient to pay (A) all overdue installments of interest on all the Securities, (B) the principal of, and premium, if any, on any Securities that have become due otherwise than
by such declaration of acceleration and interest thereon at 

  

 41 








 
the rate or rates prescribed therefor in the Securities, (C) to the extent that payment of such interest is lawful, interest on the defaulted interest at the
rate or rates prescribed therefor in the Securities, and (D) all money paid or advanced by the Trustee thereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; (2) all Events of
Default, other than the non-payment of the principal of any Securities that have become due solely by such declaration of acceleration, have been cured or waived as provided in this Indenture; and (3) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction. No such rescission will affect any subsequent Event of Default or impair any right consequent thereon. 
  

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may, but is not obligated to, pursue, in its own name
and as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture. If an
Event of Default specified under clauses (8) or (9) of Section 6.01 occurs with respect to the Company at a time when the Company is the Paying Agent, the Trustee shall automatically assume the duties of Paying Agent. 
  
 The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or
acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 
  
 SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.07 and 9.02, the Holders of at least a majority of the principal amount of the
outstanding Securities by notice to the Trustee may waive an existing Default or Event of Default and its consequences, except a Default or Event of Default in payment of principal or interest on the Securities, including any optional redemption
payments or Change of Control or Net Proceeds Offer payments. 
  
 SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on such Trustee, provided that (1) such direction is not in conflict with any rule of law or with this Indenture and (2) the Trustee may take any other action deemed proper by such Trustee that is not
inconsistent with such direction. 
  
 SECTION 6.06. Limitation
on Remedies. No Holder of any of the Securities will have any right to institute any proceeding, judicial or otherwise, or for the appointment of a receiver or trustee or pursue any remedy under this Indenture, unless: 
  
 (1) such Holder has previously given notice to the Trustee
of a continuing Event of Default, 
  
 (2) the
Holders of not less than 25% of the principal amount of the outstanding Securities have made written request to such Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under this Indenture, 
  

 42 








 (3) such Holder or Holders have offered to such Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities to be incurred in compliance with such request, 
  
 (4) such Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any proceeding, and

  
 (5) no direction inconsistent with such
written request has been given to such Trustee during such 60-day period by the Holders of a majority of the principal amount of the outstanding Securities. 
  
 A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over other Holders. 
  
 SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the Holder of any Securities will have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Securities on the stated maturity therefor and to institute
suit for the enforcement of any such payment, and such right may not be impaired without the consent of such Holder. 
  
 SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal, premium, if any, or interest specified in Section
6.01(1), (2) or (3) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company or any Subsidiary Guarantor for the whole amount of principal, premium, if any, and interest
remaining unpaid with respect to the Securities, and interest on overdue principal and premium, if any, and, to the extent lawful, interest on overdue interest, and such further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation and expenses of the Trustee, its agents and counsel. 
  
 SECTION 6.09. Trustee May File Proofs of Claim. (a) The Trustee may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, the Subsidiary Guarantors, their creditors or their property and may collect and receive any money or securities or
other property payable or deliverable on any such claims and to distribute the same. 
  
 (b) 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 Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  
 SECTION 6.10. Priorities. If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

  
 First: to the Trustee for amounts due under
Section 7.07; 
  
 Second: to Holders for amounts
due and unpaid on the Securities for principal and interest, ratably, without 

  

 43 








 
preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and 
  
 Third: to the Company. 
  
 The Trustee may fix a record date and payment date for any payment to Holders
pursuant to this Section 6.10. 
  
 SECTION 6.11. Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in
the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and
good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the then
outstanding Securities. 
  
 ARTICLE SEVEN 
  
 TRUSTEE 
  
 SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall
exercise such rights and powers vested in it by this Indenture and use the same degree of care and skill in such 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 Trustee need perform only those duties that are
specifically set forth (or incorporated by reference) in this Indenture and no others. 
  
 (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, in the case of certificates or opinions specifically required by any provision hereof to be
furnished to it, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
  
 (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except
that: 
  
 (1) This paragraph (c) does not limit
the effect of paragraph (b) of this Section. 
  
 (2) The Trustee shall not be liable for any error of judgment made in good faith by an officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. 
  

 44 








 (3) The Trustee shall not be liable with respect to action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 6.05, and the Trustee shall be entitled from time to time to request such a direction. 
  
 (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of
this Section. 
  
 (e) The Trustee shall be under no obligation and
may refuse to perform any duty or exercise any right, duty or power hereunder unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense. No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
  
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law. 
  
 SECTION 7.02. Rights
of Trustee. Subject to Section 7.01: 
  
 (a) The Trustee may
conclusively rely on and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper person. 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 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, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney, to the extent reasonably required by such inquiry or investigation at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation. 
  
 (b) Before the Trustee acts or refrains from acting, it may require an
Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. 
  
 (c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed
with due care. 
  
 (d) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers. 
  

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 (e) The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and reliance thereon. 
  
 (f) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 
  
 (g) The Trustee shall not be deemed to have notice of any Default or Event of
Default unless a Trust Officer has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and
this Indenture. 
  
 (h) The rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder. 
  
 (i) The Trustee may request that
the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 
  
 SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may otherwise deal with the Company or its Subsidiaries or Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11. 
  
 SECTION 7.04. Trustee’s Disclaimer.
The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities or any prospectus, offering or solicitation
documents, and it shall not be responsible for any statement in the Securities other than its certificate of authentication. 
  
 SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder
pursuant to Section 11.02 a notice of the Default within 90 days after it occurs. Except in the case of a Default in any payment on any Security, the Trustee may withhold the notice if and so long as the board of directors, executive committee or a
trust committee of officers in good faith determines that withholding the notice is in the interests of Holders. 
  
 SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each April 1, beginning with the April 1 following the date of this Indenture,
the Trustee shall mail to each Holder a brief report dated as of such April 1 that complies with TIA Section 313(a), but only if such report is required in any year under TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c). A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange on which the Securities are listed. The Company shall notify the Trustee in writing when the Securities become listed on any
national securities exchange or of any delisting thereof. 
  

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 SECTION 7.07. Compensation and Indemnity. The Company and the Subsidiary Guarantors jointly and
severally agree to pay the Trustee from time to time reasonable compensation for its services (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust). The Company and the
Subsidiary Guarantors jointly and severally agree to reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred by it. Such expenses shall include when applicable the reasonable compensation and
expenses of the Trustee’s agents and counsel. 
  
 The Trustee
shall not be under any obligation to institute any suit, or take any remedial action under this Indenture, or to enter any appearance or in any way defend any suit in which it may be a defendant, or to take any steps in the execution of the trusts
created hereby or thereby or in the enforcement of any rights and powers under this Indenture, until it shall be indemnified to its satisfaction against any and all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provisions of this Indenture, including compensation for services, costs, expenses, outlays, counsel fees and other disbursements, and against all liability (including fees and expenses incurred by the Trustee pursuant to the
penultimate paragraph of Section 7.08) not due to its negligence or willful misconduct. The Company and the Subsidiary Guarantors jointly and severally agree to indemnify the Trustee against any loss, liability, claim, damage or expenses incurred by
it arising out of or in connection with the acceptance and administration of the trust and its duties hereunder as Trustee, Registrar and/or Paying Agent, including the costs and expenses of enforcing this Indenture against the Company (including
with respect to this Section 7.07) and of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company and the Subsidiary Guarantors of
any claim of which a Trust Officer has received written notice for which it may seek indemnity; however, unless the position of the Company is prejudiced by such failure, the failure of the Trustee to promptly notify the Company shall not limit its
right to indemnification. The Company shall defend each such claim and the Trustee shall cooperate in the defense. The Trustee may retain separate counsel and the Company shall reimburse the Trustee for the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent. 
  
 Neither the Company nor the Subsidiary Guarantors shall be obligated to reimburse any expense or indemnify against any loss or liability incurred by the Trustee through the Trustee’s own negligence or willful
misconduct. To secure the payment obligations of the Company and the Subsidiary Guarantors in this Section, the Trustee shall have a claim prior to that of the Holders of the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay principal of and interest on particular Securities. The Trustee’s right to receive payment of any amounts due under this Section 7.07 shall not be subordinate to any other liability or Indebtedness of the
Company. 
  
 When the Trustee incurs expenses or renders services
after the occurrence of any Event of Default specified in Sections 6.01(8) or (9), the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
  

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 The benefits of this section shall survive termination of this Indenture and resignation or removal of
the Trustee. 
  
 SECTION 7.08. Replacement of Trustee. The
Trustee may resign by so notifying the Company and the Subsidiary Guarantors. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee, in writing. The Company may remove the Trustee if:

  
 (1) the Trustee fails to comply with Section
7.10; 
  
 (2) the Trustee is adjudged a bankrupt
or an insolvent; 
  
 (3) a receiver or other
public officer takes charge of the Trustee or its property; or 
  
 (4) the Trustee becomes incapable of acting as Trustee hereunder. 
  
 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 Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company and the Subsidiary Guarantors. Immediately after that and upon payment of its charges hereunder, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07, 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. A successor Trustee shall mail
notice of its succession to each Holder. 
  
 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 a majority in principal amount of the Securities may petition, at the expense of the Company, any court
of competent jurisdiction for the appointment of a successor Trustee. 
  
 If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Any successor Trustee shall comply with TIA Section
310(a)(5). 
  
 SECTION 7.09. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, the successor corporation without any further act shall be the successor Trustee; provided
such corporation or association shall be otherwise eligible and qualified under this Article and shall notify the Company of its successor hereunder. 
  
 SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee which satisfies the requirements of TIA Section 310(a)(1).
The Trustee shall always have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall also comply with TIA Section 310(b). 
  

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 SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. 
  
 ARTICLE EIGHT 
  
 DISCHARGE OF INDENTURE 
  
 SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. 
  
 The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’
Certificate, at any time, with respect to the Securities, elect to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities upon compliance with the conditions set forth below in this Article Eight.

  
 SECTION 8.02. Legal Defeasance and Discharge. Upon the
Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Securities on the date all conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Securities, which shall
thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Securities and this
Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Securities to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Securities when such
payments are due, (b) the Company’s obligations with respect to such Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.04, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s
obligations in connection therewith (including, but not limited to, Section 7.07) and (d) this Article Eight. Subject to compliance with this Article Eight, the Company may exercise its option under this Section 8.02 notwithstanding the prior
exercise of its option under Section 8.03 with respect to the Securities. 
  
 SECTION 8.03. Covenant Defeasance. Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company shall be released from its obligations under the covenants
contained in the second sentence of Section 4.02, Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 and Article Five with respect to the outstanding Securities on and after the date the conditions set forth below are
satisfied (hereinafter, “Covenant Defeasance”), and the Securities 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 Securities shall not be deemed outstanding for accounting purposes). For this
purpose, such Covenant Defeasance means that, with respect to the outstanding 

  

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Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01(5), but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 of
the option applicable to this Section 8.03, Sections 6.01(4) through 6.01(9) shall not constitute Events of Default. 
  
 SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following shall be the conditions to application of either Section 8.02 or Section
8.03 to the outstanding Securities: 
  
 (a) The Company shall
irrevocably have deposited or cause to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article Eight applicable to it) as trust funds in trust for
the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (a) cash in U.S. Legal Tender in an amount, or (b) U.S. Government Securities which through
the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Legal Tender in an amount, or (c) a combination thereof, in such
amounts, as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest on the outstanding Securities on the Maturity Date or on the applicable redemption date, as the case may be, of such principal or installment of
principal, premium, if any, or interest and in accordance with the terms of this Indenture and of such Securities; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such U.S. Government
Securities to said payments with respect to the Securities. 
  
 (b) In the case of an election under Section 8.02, the Company shall have delivered to the Trustee an Opinion of Counsel confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date hereof, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the outstanding Securities will not
recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 
  
 (c) In the case of an election
under Section 8.03, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance 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; 
  

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 (d) No Default or Event of Default with respect to the Securities shall have occurred and be continuing
on the date of such deposit or, insofar as Subsection 6.01(8) or 6.01(9) is concerned, at any time in the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the
expiration of such period); 
  
 (e) Such Legal Defeasance or
Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company is a party or by which the Company is bound; 
  
 (f) In the case of any election under Section 8.02 or 8.03, the Company shall
have delivered to the Trustee an Officers’ Certificate stating that the deposit made by the Company pursuant to its election under Section 8.02 or 8.03 was not made by the Company with the intent of preferring the Holders over other creditors
of the Company or with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and 
  
 (g) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for relating to either the Legal Defeasance under Section 8.02 or the Covenant Defeasance under Section 8.03 (as the case may be) have been complied with as contemplated by this Section 8.04. 
  
 SECTION 8.05. Deposited Money and U.S. Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06, all money and U.S. Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05,
the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company or a Subsidiary Guarantor, if any, acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if
any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
  
 The 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 Securities
deposited pursuant to Section 8.04 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 Securities. 
  
 Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company’s request any money or U.S. Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance. 
  

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 SECTION 8.06. Repayment to 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 Security which is not subject to the last paragraph of Section 8.05 and has remained 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 (unless an abandoned property law designates another Person) or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Securities shall thereafter, as an unsecured general creditor, 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, may at the expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company. 
  
 SECTION 8.07. Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or U.S. Government Securities in accordance with Section 8.02 or 8.03, 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 under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until
such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or
interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. In the event the
Company’s obligations under this Indenture and the Securities are revived and reinstated pursuant to this Section 8.07, then the obligations of each Subsidiary Guarantor under its Guarantee and this Indenture that were released pursuant to
Section 10.04 as a result of the Company’s exercise of its rights under this Article Eight shall be revived and reinstated as though such release had not occurred. 
  
 ARTICLE NINE 
  
 AMENDMENTS, SUPPLEMENTS AND WAIVERS 
  
 SECTION 9.01. Without Consent of Holders. 
  
 The Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any
Holder: 
  
 (1) to cure any ambiguity, omission,
defect or inconsistency; 
  
 (2) to comply with
Section 5.01 or 10.02; 
  
 (3) to reflect the
addition or release of any Subsidiary Guarantor, as provided for by this Indenture; 
  

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 (4) to comply with any requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA; or 
  
 (5) to make any change that would provide any additional benefit or rights to the Holders or that does not adversely affect the rights of any Holder in any material respect. 
  
 Upon the request of the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and of each
Subsidiary Guarantor authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of
any supplemental indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be therein contained. After an amendment or waiver under this Section becomes effective, the
Company shall mail to the Holders of each Security affected thereby a notice briefly describing the amendment 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 supplemental indenture. 
  
 SECTION 9.02.
With Consent of Holders. Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities with the written consent (including consents obtained in connection with
a tender offer or exchange offer for Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of then outstanding Securities on equal terms) of the Holders
of at least a majority of the principal amount of the outstanding Securities. 
  
 Upon the request of the Company and the Subsidiary Guarantors, accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the Opinion of Counsel described in Section 9.06, the Trustee shall join with the Company and the Subsidiary Guarantors in the
execution of such supplemental indenture. 
  
 It shall not be
necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. 
  
 The Holders of a majority of the principal amount of the outstanding
Securities may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for
Securities or a solicitation of consents in respect of Securities, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Securities on equal terms). However, without the consent of each Holder
affected, an amendment or waiver under this Section may not: 
  
 (1) reduce the percentage of principal amount of Securities whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Securities; 
  

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 (2) reduce the rate or change the time for payment of interest, including default
interest, on the Securities; 
  
 (3) reduce the
principal amount of any Security or change the Maturity Date of the Securities; 
  
 (4) reduce the redemption price, including premium, if any, payable upon the redemption of any Security or change the time at which any
Security may be redeemed; 
  
 (5) reduce the
repurchase price, including premium, if any, payable upon the repurchase of any Security pursuant to Sections 4.11 or 4.16, or change the time at which any Security may or shall be repurchased thereunder; 
  
 (6) waive a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on the Securities; 
  
 (7) make any Security payable in money other than that stated in the Security; 
  
 (8) impair the right to institute suit for the enforcement of principal of, premium, if any, or principal on any Security pursuant to
Sections 6.07 or 6.08, except as limited by Section 6.06; or 
  
 (9) make any change in Section 6.04 or Section 6.07 or in this sentence of this Section 9.02. 
  
 The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to
obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Securities with respect to which such consent is required or sought as of a date identified
by the Trustee in a notice furnished to Holders in accordance with the terms of this Indenture. 
  
 SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA
as then in effect. 
  
 SECTION 9.04. Revocation and Effect of
Consents. A consent to an amendment, supplement or waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security,
even if notation of the consent is not made on any Security. However, until an amendment, supplement or waiver becomes effective, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of a Security. For such
revocation to be effective, the Trustee must receive the notice of revocation before the date the amendment, supplement or waiver becomes effective. 
  
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment or
waiver. If the Company elects to fix a record date for such purpose, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of 

  

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Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.05, or (ii) such other date as the Company shall designate. If a record
date is fixed, then notwithstanding the provisions of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment
or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No consent shall be valid or effective for more than 90 days after such record date unless consent from the Holders of
the principal amount of Securities required hereunder for such amendment or waiver to be effective also shall have been given and not revoked within such 90-day period. 
  
 After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it makes a change described in
any of clauses (1) through (9) of Section 9.02. In that case the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder’s Security. 
  
 SECTION 9.05.
Notation on or Exchange of Senior Notes. If an amendment, supplement or waiver changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on
the Security about the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the
changed terms. 
  
 SECTION 9.06. Trustee Protected. The
Trustee shall sign any amendment or supplement or waiver authorized pursuant to this Article if the amendment or supplement or waiver does not adversely affect the rights of the Trustee. If it does adversely affect the rights of the Trustee, the
Trustee may but need not sign it. In signing such amendment or supplement or waiver the Trustee shall be provided with, and (subject to Article Seven) shall be fully protected in relying upon, an Opinion of Counsel stating that such amendment or
supplement or waiver is authorized or permitted by and complies with this Indenture. The Company may not sign an amendment or supplement until the Boards of Directors of the Company and the Subsidiary Guarantors approve it. 
  
 ARTICLE TEN 
  
 GUARANTEES 
  
 SECTION 10.01. Unconditional Guarantee. Each Subsidiary Guarantor hereby, jointly and severally, fully and unconditionally guarantees, as principal
obligor and not only as surety (such guarantee to be referred to herein as the “Guarantee”), to each Holder and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on the Securities and all other
amounts due and payable under this Indenture and the Securities by the Company whether at maturity, by acceleration, redemption, repurchase or otherwise, including, without limitation, interest on the overdue principal of, premium, if any, and
interest on the Securities, to the extent lawful, all in accordance with the terms hereof and thereof; subject, however, to the limitations set forth in Section 10.05. 
  
 Failing payment when due of any amount so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and
severally obligated to pay the same immediately. Each Subsidiary Guarantor hereby agrees that its 

  

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obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the Securities 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 guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Securities,
this Indenture and in this Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the
Company or any Subsidiary Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary
Guarantor agrees 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 each Subsidiary Guarantor, 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 Six 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 acceleration of such obligations as provided in Article Six, such obligations
(whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of this Guarantee. 
  
 SECTION 10.02. Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary
Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor)
assumes all the obligations of such Subsidiary Guarantor under this Indenture and the Securities pursuant to a supplemental indenture, in a form reasonably satisfactory to the Trustee and (ii) immediately after such transaction, no Default or Event
of Default exists. In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing
effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a
Subsidiary Guarantor. 
  
 (b) In the event of a sale or other
disposition of all or substantially all of the assets of any Subsidiary Guarantor or a sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or otherwise, then such Subsidiary
Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of
all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations 

  

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under its Guarantees; provided that in the event such sale or disposition constitutes an Asset Sale, the Net Available Proceeds of such sale or other
disposition are applied in accordance with the provisions of this Indenture described under Section 4.11. 
  
 SECTION 10.03. Addition of Subsidiary Guarantors. (a) The Company agrees to cause each domestic Subsidiary that shall become a Restricted
Subsidiary after the Issue Date and that guarantees any other Indebtedness of the Company or a Subsidiary Guarantor in excess of a De Minimis Guaranteed Amount to execute and deliver a supplemental indenture pursuant to which such Restricted
Subsidiary shall guarantee the payment of the Securities pursuant to the terms hereof within 180 days after the later of (i) the date that Restricted Subsidiary becomes a domestic Restricted Subsidiary and (ii) the date that Restricted Subsidiary
guarantees such other Indebtedness; provided that no guarantee shall be required if the Restricted Subsidiary merges into the Company or an existing Subsidiary Guarantor and the surviving entity remains a Subsidiary Guarantor. 
  
 (b) Any Person that was not a Subsidiary Guarantor on the Issue Date may
become a Subsidiary Guarantor by executing and delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of
this Indenture as a Subsidiary Guarantor and (ii) an Opinion of Counsel and Officers’ Certificate to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid and binding
obligation of such Person (subject to such customary exceptions concerning creditors’ rights and equitable principles as may be acceptable to the Trustee in its discretion and provided that no opinion need be rendered concerning the
enforceability of the Guarantee). 
  
 SECTION 10.04. Release of
a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets), (ii) the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary or (iii) the cessation by a Subsidiary
Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to
the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to
Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor
shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel
certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as
provided in this Article Ten. 
  

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 SECTION 10.05. Limitation of Subsidiary Guarantor’s Liability. Each Subsidiary Guarantor, and
by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any
federal, state or foreign law. To effectuate the foregoing intention, the Holders and each Subsidiary Guarantor hereby irrevocably agree that the obligations of each Subsidiary Guarantor under the Guarantee shall be limited to the maximum amount as
will, 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 Section 10.06, result in the obligations of such Subsidiary Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, state or
foreign law. This Section 10.05 is for the benefit of the creditors of each Subsidiary Guarantor, and, for purposes of applicable fraudulent transfer and fraudulent conveyance law, any Indebtedness of a Subsidiary Guarantor pursuant to Credit
Facilities shall be deemed to have been incurred prior to the incurrence by such Subsidiary Guarantor of its liability under the Guarantee. 
  
 SECTION 10.06. Contribution. In order to provide for just and equitable contribution among the Subsidiary Guarantors, the Subsidiary Guarantors
agree, inter se, that in the event any payment or distribution is made by any Subsidiary Guarantor (a “Funding Guarantor”) under the Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Subsidiary Guarantor
in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by the Funding Guarantor in discharging the Company’s obligations with respect
to the Securities or any other Subsidiary Guarantor’s obligations with respect to the Guarantee. 
  
 SECTION 10.07. [Intentionally Omitted.] 
  
 SECTION 10.08. Severability. In case any provision of this Guarantee shall be invalid, illegal or unenforceable, that portion of such provision
that is not invalid, illegal or unenforceable shall remain in effect, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 ARTICLE ELEVEN 
  
 MISCELLANEOUS 
  
 SECTION 11.01. Trust Indenture Act Controls. Whether prior to or following the qualification of this Indenture under the TIA, if any provision of
this Indenture limits, qualifies, or conflicts with the duties imposed by operation of TIA Section 318(c) upon an indenture qualified under the TIA, the imposed duties shall control under this Indenture. 
  

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 SECTION 11.02. Notices. Any notice or communication shall be sufficiently given if in writing and
delivered in person or mailed by certified or registered mail (return receipt requested), facsimile, telecopier or overnight air courier guaranteeing next day delivery, addressed as follows: 
  
 If to the Company or any Subsidiary Guarantor: 
  
 Chesapeake Energy Corporation 
 6100 North Western Avenue 
 Oklahoma City, Oklahoma 73118 
  

			
	Attention:	  	Chief Financial Officer
	Fax:	  	(405) 879-9572

  
 If to the Trustee:

  
 The Bank of New York Trust Company, N.A.

 2 N. LaSalle Street 
 Suite 1020 
 Chicago, IL 60602 
  

			
	Attention:	  	Corporate Trust Administration
	Fax:	  	(312) 827-8542

  
 The Company or any
Subsidiary Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  
 All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if faxed or telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 

 
 Any notice or communication mailed to a Holder shall be mailed by
first-class mail to the address for such Holder appearing on the registration books of the Registrar and shall be sufficiently given to such Holder if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. 
  
 If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. If the Company or any Subsidiary Guarantor mails notice or communications to Holders, it
shall mail a copy to the Trustee and each Agent at the same time. 
  
 SECTION 11.03. Communication by Holders with Other Holders. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Subsidiary
Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 
  
 SECTION 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company or any Subsidiary Guarantor to
the Trustee to take any action under this Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee: 
  
 (1) an Officers’ Certificate (which shall include the statements set forth in Section 11.05) stating that, in the opinion of the
signers, the conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
  

 59 








 (2) an Opinion of Counsel stating that, in the opinion of such counsel, such conditions
precedent have been complied with. 
  
 SECTION 11.05.
Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (1) a statement that each 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 each such person, he has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement as to whether or not, in the opinion of each such person, such covenant or condition has been complied with. 

 
 SECTION 11.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for actions taken by, or meetings or consents of, Holders. The Registrar or Paying Agent may make reasonable rules for its functions. 
  
 SECTION 11.07. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday, or a day on which banks and trust companies in the City of New
York are not required by law or executive order to be open. If a payment date is a Legal Holiday at a place of payment, payment may be made at the place on the next succeeding day that is not a Legal Holiday, without additional interest. 

 
 SECTION 11.08. Governing Law. THIS INDENTURE AND THE SECURITIES AND
THE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES. 
  
 SECTION 11.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another
indenture, loan or debt agreement of the Company, any Subsidiary Guarantor or any other Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 SECTION 11.10. No Recourse Against Others. All liability described in Paragraph 22 of the Securities of any director,
officer, employee or stockholder, as such, of the Company, the Subsidiary Guarantors or the Trustee is waived and released. 
  
 SECTION 11.11. Successors. All agreements of the Company and the Subsidiary Guarantors in this Indenture, the Securities and the Guarantees shall
bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successor. 
  

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 SECTION 11.12. Duplicate Originals. The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same instrument. 
  
 SECTION 11.13. Severability. In case any provision in this Indenture or in the Securities 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, and a Holder shall have no claim therefor against any party hereto. 
  
  

 61 








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

									
	CHESAPEAKE ENERGY CORPORATION,
			
	By:	 	 	 	 /s/ Martha A. Burger


	Name:	 	 	 	Martha A. Burger
	Title:	 	 	 	 Treasurer and Senior Vice
 President–Human Resources

		
	 	 	SUBSIDIARY GUARANTORS:
		
	 	 	 601541 N.B. LTD.
 CHESAPEAKE ENERGY LOUISIANA CORPORATION
 CHESAPEAKE ENERGY MARKETING, INC.
 CHESAPEAKE OPERATING, INC.
 CHESAPEAKE PRH CORP.
 CHESAPEAKE SOUTH TEXAS CORP.
 NOMAC DRILLING CORPORATION
 OXLEY PETROLEUM CO.
 CARMEN ACQUISITION, L.L.C.
 CHESAPEAKE ACQUISITION, L.L.C.
 CHESAPEAKE ENO ACQUISITION, L.L.C.
 CHESAPEAKE EP, L.L.C.
 CHESAPEAKE LAND COMPANY, L.L.C.
 CHESAPEAKE ORC, L.L.C.
 CHESAPEAKE PERMIAN ACQUISITION, L.L.C.
 CHESAPEAKE ROYALTY, L.L.C.
 GOTHIC PRODUCTION, L.L.C.
 JOHN C. OXLEY, L.L.C.
 MAYFIELD PROCESSING L.L.C.
 MC MINERAL COMPANY, L.L.C.

				
	 	 	 	 	By:	 	 /s/ Martha A. Burger


	 	 	 	 	Name:	 	Martha A. Burger
	 	 	 	 	Title:	 	Treasurer and Vice President










									
	 	 	 CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
 CHESAPEAKE LOUISIANA, L.P.
 CHESAPEAKE NFW, L.P.
 CHESAPEAKE PERMIAN, L.P.
 CHESAPEAKE SIGMA, L.P.
 CHESAPEAKE-STAGHORN ACQUISITION L.P.
 CHESAPEAKE ZAPATA, L.P.,

				
	 	 	 	 	By	 	Chesapeake Operating, Inc., as general partner of each respective entity
			
	By:	 	 	 	 /s/ Martha A. Burger


	Name:	 	 	 	Martha A. Burger
	Title:	 	 	 	 Treasurer and Senior Vice
 President—Human Resources

		
	 	 	MIDCON COMPRESSION, L.P.,
				
	 	 	 	 	By	 	Chesapeake Energy Marketing, Inc., as general partner
			
	By:	 	 	 	 /s/ Martha A. Burger


	Name:	 	 	 	Martha A. Burger
	Title:	 	 	 	Treasurer and Vice President










					
	 THE BANK OF NEW YORK TRUST COMPANY, N.A.,
 as Trustee

			
	 	 	By:	 	 /s/ Mark P. Brown


	 	 	Name:	 	Mark P. Brown
	 	 	Title:	 	Authorized Signatory









 RULE 144A/REGULATION S APPENDIX 
  
 PROVISIONS RELATING TO INITIAL SECURITIES, 
 PRIVATE EXCHANGE SECURITIES 
 AND EXCHANGE SECURITIES 
 1. Definitions 
  
 1.1 Definitions 
  
 For the purposes of this Appendix the following terms shall have the meanings indicated below: 
  
 “Depository” means The Depository Trust Company, its nominees and
their respective successors. 
  
 “Exchange Securities”
means (1) the 6.25% Senior Notes due 2018 issued pursuant to the Indenture in connection with the Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Securities, if any, issued pursuant to a registration
statement filed with the SEC under the Securities Act. 
  
 “Initial Purchaser” means (1) with respect to the Initial Securities issued on the Issue Date, Wachovia Capital Markets, LLC and (2) with respect to each issuance of Additional Securities, the Persons purchasing such Additional
Securities under the related Purchase Agreement. 
  
 “Initial
Securities” means (1) $600 million aggregate principal amount of 6.25% Senior Notes due 2018 issued on the Issue Date and (2) Additional Securities, if any, issued in one or more transactions exempt from the registration requirements of the
Securities Act. 
  
 “Private Exchange” means the offer
by the Company, pursuant to a Registration Rights Agreement, to the Initial Purchaser to issue and deliver to the Initial Purchaser, in exchange for the Initial Securities held by the Initial Purchaser as part of its initial distribution, a like
aggregate principal amount of Private Exchange Securities. 
  
 “Private Exchange Securities” means any 6.25% Senior Notes due 2018 issued in connection with a Private Exchange. 
  
 “Purchase Agreement” means (1) with respect to the Initial Securities issued on the Issue Date, the Purchase Agreement dated June 6, 2005, among
the Company, the Subsidiary Guarantors and the Initial Purchaser, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company, the Subsidiary Guarantors and the Persons
purchasing such Additional Securities. 
  
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
  
 “Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Securities, to issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the Securities Act. 
  

 A-1 








 “Registration Rights Agreement” means (1) with respect to the Initial Securities issued on the
Issue Date, the Registration Rights Agreement dated June 20, 2005, among the Company, the Subsidiary Guarantors and the Initial Purchaser, and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the
registration requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Subsidiary Guarantors and the Persons purchasing such Additional Securities under the related Purchase Agreement. 
  
 “Securities” means the Initial Securities, the Exchange Securities
and the Private Exchange Securities, treated as a single class. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee. 
  
 “Shelf Registration Statement” means the registration statement
issued by the Company in connection with the offer and sale of Initial Securities or Private Exchange Securities pursuant to a Registration Rights Agreement. 
  
 “Transfer Restricted Securities” means Securities that bear or are required to bear the legend set forth in Section 2.3(b) hereto. 

 
 1.2 Other Definitions 
  

			
	 Term

	  	 Defined in
 Section:


	 “Agent Members”
	  	2.1(b)
	 “Global Security”
	  	2.1(a)
	 “Regulation S”
	  	2.1(a)
	 “Restricted Global Security”
	  	2.1(a)
	 “Rule 144A”
	  	2.1(a)

  
 2. The Securities. 

 
 2.1 (a) Form and Dating. Initial Securities offered and sold to a
QIB in reliance on Rule 144A under the Securities Act (“Rule 144A”) or in reliance on Regulation S under the Securities Act (“Regulation S”), in each case as provided in a Purchase Agreement, and Private Exchange Securities, as
provided in a Registration Rights Agreement, shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form without interest coupons with the global securities legend and restricted securities
legend set forth in Exhibit 1 hereto (each, a “Restricted Global Security”), which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Trustee, at its principal corporate trust office, as
Securities Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Global Securities may
from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Exchange Securities shall be issued in global form (with the global securities legend set forth
in Exhibit 1 hereto) or in certificated form at the option of the Holders thereof from time to time. Exchange Securities issued in global form and Restricted Global Securities are sometimes referred to in this Appendix as “Global
Securities.” 
  

 A-2 








 (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Security deposited
with or on behalf of the Depository. 
  
 The Company shall execute
and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depository for such Global Security or Global Securities or the nominee
of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as Securities Custodian. 
  
 Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the Depository or by the Trustee as Securities Custodian or under such Global Security, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the
Depository as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a
beneficial interest in any Global Security. 
  
 (c)
Certificated Securities. Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities. 

 
 2.2 Authentication. The Trustee shall authenticate and deliver: (1)
on the Issue Date, an aggregate principal amount of $600 million 6.25% Senior Notes due 2018, (2) from time to time after the Issue Date, any Additional Securities for an original issue in an aggregate principal amount specified in the written order
of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange Securities or Private Exchange Securities for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a
like principal amount of Initial Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either the Secretary, an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify
the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of any issuance of Additional Securities pursuant to Section 2.13 of the Indenture, shall certify that
such issuance is in compliance with Section 4.09(a) of the Indenture. 
  
 2.3 Transfer and Exchange. 
  
 (a) Transfer and Exchange of Global Securities. (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the
Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial 

  

 A-3 








 
interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person
specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. 
  
 (ii) Notwithstanding any other provisions of this Appendix (other than the
provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 
  
 (iii) In the event that a Restricted Global Security is exchanged for Securities in certificated registered form pursuant to Section 2.4 of this Appendix,
prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent
with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Securities intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other
procedures as may from time to time be adopted by the Company. 
  
 (b) Legend. 
  
 (i) Except as
permitted by the following paragraphs (ii), (iii) and (iv), until the expiration of the applicable holding period with respect to the Securities set forth in Rule 144(k) of the Securities Act, each Security certificate evidencing the Restricted
Global Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: 
  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
  
 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE
UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  

 A-4 








 (ii) Upon any sale or transfer of a Transfer Restricted Security (including any Transfer
Restricted Security represented by a Restricted Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a certificated Security that does not
bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such
certification to be in the form set forth on the reverse of the Security). 
  
 (iii) After a transfer of any Initial Securities or Private Exchange Securities pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Securities or
Private Exchange Securities, as the case may be, all requirements pertaining to legends on such Initial Security or such Private Exchange Security will cease to apply, the requirements requiring any such Initial Security or such Private Exchange
Security issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Security or Private Exchange Security or an Initial Security or Private Exchange Security in global form, in each case without restrictive
transfer legends, will be available to the transferee of the Holder of such Initial Securities or Private Exchange Securities upon exchange of such transferring Holder’s certificated Initial Security or Private Exchange Security or directions
to transfer such Holder’s interest in the Global Security, as applicable. 
  
 (iv) Upon the consummation of a Registered Exchange Offer with respect to the Initial Securities, all requirements pertaining to such
Initial Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Exchange Securities in certificated
or global form will be available to Holders that exchange such Initial Securities in such Registered Exchange Offer. 
  
 (v) Upon the consummation of a Private Exchange with respect to the Initial Securities, all requirements pertaining to such Initial
Securities that Initial Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Securities that do not exchange their Initial Securities, and Private Exchange Securities in global form
with the global securities legend and the Restricted Securities Legend set forth in Exhibit 1 hereto will be available to Holders that exchange such Initial Securities in such Private Exchange. 
  
 (c) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for certificated Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancelation or retained and canceled by the Trustee. At
any time prior to such cancelation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced
and an adjustment shall be made on the books and records of the Trustee (if it is 

  

 A-5 








 
then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such
reduction. 
  
 (d) Obligations with Respect to Transfers and
Exchanges of Securities. 
  
 (i) To permit
registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Securities and Global Securities at the Registrar’s or co-registrar’s request. 
  
 (ii) No service charge shall be made for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 4.16 of the Indenture). 
  
 (iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Security for a period beginning
15 Business Days before the mailing of a notice of an offer to repurchase or redeem Securities or 15 Business Days before an interest payment date. 
  
 (iv) Prior to the due presentation for registration of transfer of any Security, the Company, the Trustee, the Paying Agent, the Registrar
or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. 
  
 (v) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. 
  
 (e) No Obligation of the Trustee. 
  
 (i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, Agent Member or other Person with
respect to the accuracy of the records of the Depository or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other
than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only
through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Agent Member and any beneficial
owners. 
  

 A-6 








 (ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or beneficial owners in any Global
Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof. 
  
 2.4 Certificated Securities. 
  
 (a) A Restricted
Global Security deposited with the Depository or with the Trustee as Securities Custodian pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated Securities in an aggregate principal amount equal to
the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such
Restricted Global Security or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice or (ii) an event of
default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of certificated Securities under this Indenture. 
  
 (b) Any Restricted Global Security that is transferable to the beneficial
owners thereof pursuant to this Section shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in
part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Restricted Global Security, an equal aggregate principal amount of certificated Initial Securities of authorized denominations. Any
portion of a Restricted Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the
Depository shall direct. Any certificated Initial Security or Private Exchange Security delivered in exchange for an interest in the Restricted Global Security shall, except as otherwise provided by Section 2.3(b), bear the restricted securities
legend set forth in Exhibit 1 hereto. 
  
 (c) Subject to the
provisions of Section 2.4(b), the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action
which a Holder is entitled to take under this Indenture or the Securities. 
  
 (d) In the event of the occurrence of any of the events specified in Section 2.4(a), the Company shall promptly make available to the Trustee a reasonable supply of certificated Securities in definitive, fully
registered form without interest coupons. 
  
  

 A-7 








 EXHIBIT 1 
 to 
 RULE 144A/REGULATION S APPENDIX 
  
 [FACE OF INITIAL SECURITY] 
 [Global Securities Legend] 
  
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
  
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
TO ON THE REVERSE HEREOF. 
  
 [Restricted Securities Legend]

  
 THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. 
  
 THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO (I) THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. 
  
  

 B-1 









			
	No.	  	CUSIP NO.            
	$	  	ISIN NO.            

  
 6.25% Senior Notes due
2018 
  
 Chesapeake Energy Corporation, an Oklahoma corporation,
promises to pay to CEDE & CO., or registered assigns, the principal sum of
                                        
Dollars on January 15, 2018. 
  
 Interest Payment Dates: January
15 and July 15 (commencing January 15, 20061) 
  
 Record Dates: January 1 and July 1 
  

Additional provisions of this Security are set forth on the other side of this Security. 
  
 Dated: 
  

			
	CHESAPEAKE ENERGY CORPORATION,
		
	by	 	  


	Name:	 	 
	Title:	 	 
		
	by	 	  


	Name:	 	 
	Title:	 	 


  
 TRUSTEE’S CERTIFICATE OF

 AUTHENTICATION 
  
 THE BANK OF NEW YORK TRUST COMPANY, 
 N.A., 
 AS TRUSTEE, CERTIFIES THAT 
 THIS IS ONE OF
THE SECURITIES 
 REFERRED TO IN THE INDENTURE. 
  

					
	 	 	by	 	  


	 	 	 	 	Authorized Signatory

  


	1	Or such later date as is appropriate in the case of Additional Securities. 

  

 B-2 








 [REVERSE SIDE OF INITIAL SECURITY] 
  
 6.25% Senior Note due 2018 
  
 1. Interest 
  
 Chesapeake Energy Corporation, an Oklahoma corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to,
being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum after each consecutive 90-day period that occurs after the date on which such Registration Default occurs
up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest
semiannually on January 15 and July 15 of each year, commencing January 15, 2006. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 20, 2005. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. 
  
 2. Method
of Payment 
  
 The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the January 1 or July 1 next preceding the interest payment date even if Securities are canceled after the record date and on
or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment
of public and private debts. Payments in respect of the Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository
Trust Company. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments
on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to
such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
  
 3. Paying Agent and Registrar 
  
 Initially, The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The
Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar. 
  

 B-3 








 4. Indenture 
  
 The Company issued the Securities under an Indenture dated as of June 20, 2005 (“Indenture”), among the Company, the Subsidiary Guarantors and
the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture and the Act for a
statement of those terms. 
  
 The Company shall be entitled,
subject to its compliance with Section 4.09(a) of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or
Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. 
  
 5. Optional Redemption 
  
 The Securities may be redeemed at the option of the Company, in whole or from time to time in part, at any time on or after July 15, 2010, at the
redemption prices set forth below (expressed as a percentage of the principal amount of the Securities to be redeemed), together with accrued and unpaid interest on the Securities so redeemed to the redemption date, if redeemed during the 12-month
period commencing on July 15 of the years indicated below: 
  

			
	 Year

	  	Redemption
Price


	 2010
	  	103.125%
	 2011
	  	102.083%
	 2012
	  	101.042%
	 2013 and thereafter
	  	100.000%

  
 Any redemption
pursuant to this paragraph 5 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  
 6. Equity Offering Redemption 
  
 In the event the Company consummates one or more Equity Offerings on or prior to July 15, 2008, the Company may redeem, in its sole discretion, up to 35%
of the aggregate principal amount of the Securities (which includes Additional Securities, if any) with all or a portion of the aggregate net proceeds received by the Company from any such Equity Offering or Equity Offerings at a redemption price of
106.25% of the aggregate principal amount of the Securities so redeemed, plus accrued and unpaid interest on the Securities so redeemed to the redemption date; provided, however, that (i) the date of any such redemption occurs within
the 120-day period after the Equity Offering in respect of which such redemption is made and (ii) following each such redemption, at least 65% of the aggregate principal amount of the Securities (which includes Additional Securities, if any) remains
outstanding. Any redemption pursuant to this paragraph 6 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  

 B-4 








 7. Make-Whole Price Redemption 
  
 At any time prior to July 15, 2010, the Company may, at its option, redeem all or any portion of the Securities at the
“Make-Whole Price” (as defined in the Indenture) plus accrued and unpaid interest on the Securities so redeemed to the date of redemption. Any redemption pursuant to this paragraph 7 shall be made, to the extent applicable, pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture. 
  
 8. Notice of
Redemption 
  
 Notice of redemption will be mailed to the
Holder’s registered address at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed. If less than all Securities are to be redeemed, the Trustee shall select pro rata, by lot or, if the
Securities are listed on any securities exchange, by any other method that the Trustee considers fair and appropriate and that complies with the requirements of such exchange, the Securities to be redeemed in multiples of $1,000; provided,
however, that no Securities with a principal amount of $1,000 or less will be redeemed in part. Securities in denominations larger than $1,000 may be redeemed in part. On and after the redemption date, interest ceases to accrue on Securities
or portions of them called for redemption (unless the Company shall default in the payment of the redemption price or accrued interest). 
  
 9. Change of Control Offer 
  
 In the event of a Change of Control Triggering Event, the Company shall be required to make an offer to purchase all or any portion of each Holder’s
Securities, at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. 
  
 10. Net Proceeds Offer 
  
 In the event of certain Asset Sales (and Sale/Leaseback Transactions), the Company may be required to make a Net Proceeds Offer to purchase all or any portion of each Holder’s Securities, at 100% of the principal amount thereof, plus
accrued and unpaid interest to the Net Proceeds Payment Date. 
  
 11.
Restrictive Covenants 
  
 The Indenture imposes certain
limitations on, among other things, the ability of the Company to merge or consolidate with any other Person or sell, lease or otherwise transfer all or substantially all of its properties or assets, the ability of the Company or the Restricted
Subsidiaries to dispose of assets, to pay dividends and make certain other distributions and payments, to make certain investments or redeem, retire, repurchase or acquire for value shares of Capital Stock, to incur additional Indebtedness or incur
encumbrances against certain property and to enter into certain transactions with Affiliates, all subject to certain limitations described in the Indenture and some of which will cease to have effect, upon notice from the Company to the Trustee, if
the Company obtains an Investment Grade Rating and no Event of Default has occurred and is continuing. 
  

 B-5 








 12. Ranking and Guarantees 
  
 The Securities are general senior unsecured obligations of the Company. The Company’s obligation to pay principal,
premium, if any, and interest with respect to the Securities is unconditionally guaranteed on a senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to Article Ten of the Indenture. Certain limitations to the obligations of the
Subsidiary Guarantors are set forth in further detail in the Indenture. 
  
 13.
Denominations; Transfer; Exchange 
  
 The Securities are
in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Securities selected for redemption (except, in the
case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Securities or 15 Business Days before an
interest payment date. 
  
 14. Persons Deemed Owners 
  
 The registered Holder of this Security may be treated as the owner of it for
all purposes. 
  
 15. Unclaimed Money 
  
 If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the
Trustee for payment. 
  
 16. Discharge and Defeasance 
  
 Subject to certain conditions, the Company at any time shall be entitled to
terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Securities for the payment of principal and interest on the Securities to redemption or maturity, as
the case may be. 
  
 17. Amendment, Supplement, Waiver 
  
 Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority of the outstanding principal amount of the Securities, and any past default or noncompliance with any provision may be waived with the consent of the Holders of a
majority in principal amount of the Securities. Without the consent of any Holder, the Company may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency or to make any change that
does not adversely affect the rights of any Holder in any material respect. 
  

 B-6 








 18. Successor Corporation 
  
 When a successor corporation assumes all the obligations of its predecessor under the Securities and the Indenture, the
predecessor corporation will be released from those obligations. 
  
 19.
Defaults and Remedies 
  
 An Event of Default generally
is: default by the Company or any Subsidiary Guarantor for 30 days in payment of interest on the Securities; default by the Company or any Subsidiary Guarantor in payment of principal of, or premium, if any, on the Securities; default by the Company
or any Subsidiary Guarantor in the deposit of any optional redemption or repurchase payment when due and payable; defaults resulting in acceleration prior to maturity of certain other Indebtedness or resulting from payment defaults under certain
other Indebtedness; failure by the Company or any Subsidiary Guarantor for 45 days after notice to comply with any of its other agreements in the Indenture; certain final judgments against the Company or Subsidiaries; a failure of any Guarantee of a
Subsidiary Guarantor to be in full force and effect or denial by any Subsidiary Guarantor of its obligations with respect thereto; and certain events of bankruptcy or insolvency. Subject to certain limitations in the Indenture, if an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately, except that in the case of an Event of Default
arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its
exercise of any trust or power. The Company must furnish an annual compliance certificate to the Trustee. 
  
 20. Trustee Dealings with Company and Subsidiary Guarantors 
  
 The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the same rights it would have if it were not Trustee. 
  
 21. No Recourse Against Others 
  
 A director, officer, employee or stockholder, as such, of the Company, any Subsidiary Guarantor or the Trustee shall not have any liability for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Security. 
  
 22. Authentication 
  
 This Security shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Security.

  

 B-7 








 23. Abbreviations 
  
 Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties),
JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 
  
 24. CUSIP Numbers 
  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to Holders of the Securities. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.

  
 25. Holders’ Compliance with Registration Rights Agreement

  
 Each Holder of this Security, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. 
  
 26. Governing Law 
  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES. 
  
  

 B-8 








 The Company will furnish to any Holder upon written request and without charge to the Security holder a
copy of the Indenture and a copy of the Registration Rights Agreement. Requests may be made to: 
  
 Chesapeake Energy Corporation 
 6100 North
Western Avenue 
 Oklahoma City, OK 73118 
  
 Attention: Chief Financial Officer 
  

 B-9 








 ASSIGNMENT FORM 
  

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

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

 (Insert assignee’s social security or tax I.D. No.) 
  
 and
irrevocably appoint
                                        
     agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. 
  

					
	Dated:                     	  	Your Signature:	  	  



  
  

 Sign exactly as your name appears on the other side of this Security. 
  
 In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period
referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance with its terms: 
  
 CHECK ONE BOX BELOW 
  

								
	 	 	(1)	  	 ̈	 	  	to the Company; or
				
	 	 	(2)	  	 ̈	 	  	pursuant to an effective registration statement under the Securities Act of 1933; or
				
	 	 	(3)	  	 ̈	 	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
				
	 	 	(4)	  	 ̈	 	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
				
	 	 	(5)	  	 ̈	 	  	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

  

 B-10 









	
	 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in
the name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal
opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
of 1933, such as the exemption provided by Rule 144 under such Act.
  


  

					
	 	 	 	 	
 Signature


  
 Signature Guarantee: 
  

					
	Signature must be guaranteed	 	 	 	
 Signature


  
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  
  

 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. 
  
 The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
	Dated:                     	 	 	 	  


	 	 	 	 	 NOTICE: To be executed by
 an executive
officer


  
  

 B-11 








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The following increases or decreases in this Global Security have been made:

  

									
	 Date of
 Exchange

	 	 Amount of decrease in
Principal amount of this
Global Security

	 	 Amount of increase in
Principal amount of this
Global Security

	  	Principal amount of this
Global Security following
such decrease or increase

	  	Signature of authorized
officer of Trustee or
Securities Custodian



  

 B-12 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, check
the box: 
  
  ̈ 
  
 If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in principal amount:
$                     
  

							
	Dated:                     	  	 	  	Your Signature:	 	  


	 	  	 	  	 	 	(Sign exactly as your name appears on the other side of this Security.)

  

			
	 Signature Guarantee:
	  	  


	 	  	                     (Signature must be
guaranteed)


  
 Signatures must be
guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 B-13 








 EXHIBIT A-1 
  
 [FACE OF EXCHANGE SECURITY 
 OR PRIVATE EXCHANGE
SECURITY] 
  
 */**/ 
  


	*/	If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED
TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. 


	**/	If the Security is a Private Exchange Security issued in a Private Exchange to the Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted
Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. 

  

 C-1 









			
	 No.
	  	CUSIP NO.            
	 $
	  	ISIN NO.            

  
 6.25% Senior Notes due
2018 
  
 Chesapeake Energy Corporation, an Oklahoma corporation,
promises to pay to CEDE & CO., or registered assigns, the principal sum of
                                        
Dollars on January 15, 2018. 
  
 Interest Payment Dates: January
15 and July 15 (commencing January 15, 2006) 
  
 Record Dates:
January 1 and July 1 
  
 Additional provisions of this Security
are set forth on the other side of this Security. 
  
 Dated: 
  

			
	 CHESAPEAKE ENERGY CORPORATION,

		
	by	 	  


	Name:	 	 
	Title:	 	 
		
	by	 	  


	Name:	 	 
	Title:	 	 


  
 TRUSTEE’S CERTIFICATE OF

 AUTHENTICATION 
  
 THE BANK OF NEW YORK TRUST COMPANY, 
 N.A., 
 AS TRUSTEE, CERTIFIES THAT 
 THIS IS ONE OF
THE SECURITIES 
 REFERRED TO IN THE INDENTURE. 
  

					
	 	 	by	 	  


	 	 	 	 	Authorized Signatory

  

 C-2 








 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY 
 OR PRIVATE EXCHANGE SECURITY] 
  
 6.25% Senior Note due 2018 
  
 1. Interest

  
 Chesapeake Energy Corporation, an Oklahoma corporation (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate per annum shown above;
provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest will accrue on this Security at a rate of 0.25% per annum (increasing by an additional 0.25% per annum
after each consecutive 90-day period that occurs after the date on which such Registration Default occurs up to a maximum additional interest rate of 1.00%) from and including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.** The Company will pay interest semiannually on January 15 and July 15 of each year, commencing January 15, 2006. Interest on the Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid, from June 20, 2005. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 2. Method of Payment 
  
 The Company will pay interest on the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of
business on the January 1 or July 1 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Securities represented by a Global Security
(including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated Security (including
principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the
payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due
date for payment (or such other date as the Trustee may accept in its discretion). 
  


	**	Insert if at the date of issuance of the Exchange Security or Private Exchange Security (as the case may be) any Registration Default has occurred with respect to the related
Initial Securities during the interest period in which such date of issuance occurs. 

  

 C-3 








 3. Paying Agent and Registrar 
  
 Initially, The Bank of New York Trust Company, N.A., a national banking association (the “Trustee”), will act as
Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or
co-registrar. 
  
 4. Indenture 
  
 The Company issued the Securities under an Indenture dated as of June 20,
2005 (“Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all
such terms, and Holders are referred to the Indenture and the Act for a statement of those terms. 
  
 The Company shall be entitled, subject to its compliance with Section 4.09(a) of the Indenture, to issue Additional Securities pursuant to Section 2.13 of
the Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange Securities or Private Exchange Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture.

  
 5. Optional Redemption 
  
 The Securities may be redeemed at the option of the Company, in whole or
from time to time in part, at any time on or after, at the redemption prices set forth below (expressed as a percentage of the principal amount of the Securities to be redeemed), together with accrued and unpaid interest on the Securities so
redeemed to the redemption date, if redeemed during the 12-month period commencing on July 15 of the years indicated below: 
  

				
	 Year

	  	 Redemption
 Price

	 
	 2010
	  	103.125	%
	 2011
	  	102.083	%
	 2012
	  	101.042	%
	 2013 and thereafter
	  	100.000	%

  
 Any redemption
pursuant to this paragraph 5 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  
 6. Equity Offering Redemption 
  
 In the event the Company consummates one or more Equity Offerings on or prior to July 15, 2008, the Company may redeem, in its sole discretion, up to 35%
of the aggregate principal amount of the Securities (which includes Additional Securities, if any) with all or a portion of the aggregate net proceeds received by the Company from any such Equity Offering or Equity Offerings at a redemption price of
106.25% of the aggregate principal amount 

  

 C-4 








 
of the Securities so redeemed, plus accrued and unpaid interest on the Securities so redeemed to the redemption date; provided, however, that
(i) the date of any such redemption occurs within the 120-day period after the Equity Offering in respect of which such redemption is made and (ii) following each such redemption, at least 65% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) remains outstanding. Any redemption pursuant to this paragraph 6 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  
 7. Make-Whole Price Redemption 
  
 At any time prior to July 15, 2010, the Company may, at its option, redeem
all or any portion of the Securities at the “Make-Whole Price” (as defined in the Indenture) plus accrued and unpaid interest on the Securities so redeemed to the date of redemption. Any redemption pursuant to this paragraph 7 shall be
made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 
  
 8. Notice of Redemption 
  
 Notice of redemption will be mailed to the Holder’s registered address at least 30 days but not more than 60 days before the redemption date to each Holder of Securities to be redeemed. If less than all Securities are to be redeemed,
the Trustee shall select pro rata, by lot or, if the Securities are listed on any securities exchange, by any other method that the Trustee considers fair and appropriate and that complies with the requirements of such exchange, the Securities to be
redeemed in multiples of $1,000; provided, however, that no Securities with a principal amount of $1,000 or less will be redeemed in part. Securities in denominations larger than $1,000 may be redeemed in part. On and after the
redemption date, interest ceases to accrue on Securities or portions of them called for redemption (unless the Company shall default in the payment of the redemption price or accrued interest). 
  
 9. Change of Control Offer 
  
 In the event of a Change of Control Triggering Event, the Company shall be
required to make an offer to purchase all or any portion of each Holder’s Securities, at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. 
  
 10. Net Proceeds Offer 
  
 In the event of certain Asset Sales (and Sale/Leaseback Transactions), the Company may be required to make a Net Proceeds
Offer to purchase all or any portion of each Holder’s Securities, at 100% of the principal amount thereof, plus accrued and unpaid interest to the Net Proceeds Payment Date. 
  
 11. Restrictive Covenants 
  
 The Indenture imposes certain limitations on, among other things, the ability of the Company to merge or consolidate with any other Person or sell, lease
or otherwise transfer all or substantially all of its properties or assets, the ability of the Company or the Restricted Subsidiaries to dispose of assets, to pay dividends and make certain other distributions and 

  

 C-5 








 
payments, to make certain investments or redeem, retire, repurchase or acquire for value shares of Capital Stock, to incur additional Indebtedness or incur
encumbrances against certain property and to enter into certain transactions with Affiliates, all subject to certain limitations described in the Indenture and some of which will cease to have effect if the Company obtains an Investment Grade Rating
and no Event of Default has occurred and is continuing. 
  
 12. Ranking and
Guarantees 
  
 The Securities are general senior unsecured
obligations of the Company. The Company’s obligation to pay principal, premium, if any, and interest with respect to the Securities is unconditionally guaranteed on a senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to
Article Ten of the Indenture. Certain limitations to the obligations of the Subsidiary Guarantors are set forth in further detail in the Indenture. 
  
 13. Denominations; Transfer; Exchange 
  
 The Securities are in registered form without coupons in denominations of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer or
exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange of any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Securities for a period of 15
Business Days before the mailing of a notice of an offer to repurchase or redeem Securities or 15 Business Days before an interest payment date. 
  
 14. Persons Deemed Owners 
  
 The registered Holder of this Security may be treated as the owner of it for all purposes. 
  
 15. Unclaimed Money 
  
 If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at
its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 
  
 16. Discharge and Defeasance 
  
 Subject to certain conditions, the Company at any time shall be entitled to
terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Securities for the payment of principal and interest on the Securities to redemption or maturity, as
the case may be. 
  
 17. Amendment, Supplement, Waiver 
  
 Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority of the outstanding principal amount of the Securities, and any past 

  

 C-6 








 
default or noncompliance with any provision may be waived with the consent of the Holders of a majority in principal amount of the Securities. Without the
consent of any Holder, the Company may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency or to make any change that does not adversely affect the rights of any Holder in any
material respect. 
  
 18. Successor Corporation 
  
 When a successor corporation assumes all the obligations of its predecessor
under the Securities and the Indenture, the predecessor corporation will be released from those obligations. 
  
 19. Defaults and Remedies 
  
 An Event of Default generally is: default by the Company or any Subsidiary Guarantor for 30 days in payment of interest on the Securities; default by the Company or any Subsidiary Guarantor in payment of principal of, or premium, if any, on
the Securities; default by the Company or any Subsidiary Guarantor in the deposit of any optional redemption or repurchase payment when due and payable; defaults resulting in acceleration prior to maturity of certain other Indebtedness or resulting
from payment defaults under certain other Indebtedness; failure by the Company or any Subsidiary Guarantor for 45 days after notice to comply with any of its other agreements in the Indenture; certain final judgments against the Company or
Subsidiaries; a failure of any Guarantee of a Subsidiary Guarantor to be in full force and effect or denial by any Subsidiary Guarantor of its obligations with respect thereto; and certain events of bankruptcy or insolvency. Subject to certain
limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately, except
that in the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization, all outstanding Securities shall become due and payable immediately without further action or notice. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of
the Securities may direct the Trustee in its exercise of any trust or power. The Company must furnish an annual compliance certificate to the Trustee. 
  
 20. Trustee Dealings with Company and Subsidiary Guarantors 
  
 The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the
Company, the Subsidiary Guarantors or their respective Subsidiaries or Affiliates with the same rights it would have if it were not Trustee. 
  
 21. No Recourse Against Others 
  
 A director, officer, employee or stockholder, as such, of the Company, any Subsidiary Guarantor or the Trustee shall not have any liability for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under the Securities or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and
releases all such liability. The waiver and release are part of the consideration for the issue of the Security. 
  

 C-7 








 22. Authentication 
  
 This Security shall not be valid until the Trustee or an authenticating agent signs the certificate of authentication on the other side of this Security.

  
 23. Abbreviations 
  
 Customary abbreviations may be used in the name of a Holder or an assignee,
such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (=Uniform Gifts to Minors Act). 
  
 24. CUSIP Numbers 
  
 Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company will
cause CUSIP numbers to be printed on the Securities as a convenience to Holders of the Securities. No representation is made as to the accuracy of such numbers as printed on the Securities and reliance may be placed only on the other identification
numbers printed hereon. 
  
 25. Holders’ Compliance with Registration
Rights Agreement 
  
 Each Holder of this Security, by
acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

  
 26. Governing Law 
  
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF
NEW YORK WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES. 
  
  

 C-8 








 The Company will furnish to any Holder upon written request and without charge to the Security holder a
copy of the Indenture and a copy of the Registration Rights Agreement. Requests may be made to: 
  
 Chesapeake Energy Corporation 
 6100 North
Western Avenue 
 Oklahoma City, OK 73118 
  
 Attention: Chief Financial Officer 
  

 C-9 








 ASSIGNMENT FORM 
  

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

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

 (Insert assignee’s social security or tax I.D. No.) 
  

			
	 and irrevocably appoint
	  	agent to transfer this

 Security on the books of the Company. The agent may substitute another to act for him. 
  
  

  

							
	 Dated:
                    
	  	 	  	Your Signature:	 	  



  
  

 Sign exactly as your name appears on the other side of this Security. 
  

 C-10 








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
  
 The following increases or decreases in this Global Security have been made:

  

									
	 Date of
 Exchange

	 	 Amount of decrease in
Principal amount of this
Global Security

	 	 Amount of increase in
Principal amount of this
Global Security

	  	Principal amount of this
Global Security following
such decrease or increase

	  	Signature of authorized
officer of Trustee or
Securities Custodian



  
  

 C-11 








 OPTION OF HOLDER TO ELECT PURCHASE 
  
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, check
the box: 
  
  ̈ 
  
 If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in principal amount:
$                     
  

							
	Dated:                     	  	 	  	Your Signature:	 	  


	 	  	 	  	 	 	(Sign exactly as your name appears on the other side of this Security.)

  

			
	 Signature Guarantee:
	  	  


	 	  	                        (Signature must be guaranteed)

  
 Signatures must be guaranteed by an
“eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 
  

 C-12