EX-4.1


 Exhibit 4.1 

EXECUTION VERSION 
  

 
 MEMORIAL RESOURCE DEVELOPMENT CORP.

 AND EACH OF THE GUARANTORS PARTY HERETO 

5.875% SENIOR NOTES DUE 2022 
  

 
 INDENTURE 

Dated as of July 10, 2014 
  

 
 U.S. BANK
NATIONAL ASSOCIATION 
 As Trustee 
  

 
  

 






 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
	
	 ARTICLE 1

DEFINITIONS AND INCORPORATION
 BY
REFERENCE
	   
   

  

			
	 Section 1.01
	 	 Definitions.
	  	 	1	  
	 Section 1.02
	 	 Other Definitions.
	  	 	39	  
	 Section 1.03
	 	 Incorporation by Reference of Trust Indenture Act.
	  	 	40	  
	 Section 1.04
	 	 Rules of Construction.
	  	 	40	  
	
	 ARTICLE 2

THE NOTES
	   
   

			
	 Section 2.01
	 	 Form and Dating.
	  	 	41	  
	 Section 2.02
	 	 Execution and Authentication.
	  	 	42	  
	 Section 2.03
	 	 Registrar and Paying Agent.
	  	 	42	  
	 Section 2.04
	 	 Paying Agent to Hold Money in Trust.
	  	 	43	  
	 Section 2.05
	 	 Holder Lists.
	  	 	43	  
	 Section 2.06
	 	 Transfer and Exchange.
	  	 	43	  
	 Section 2.07
	 	 Replacement Notes.
	  	 	58	  
	 Section 2.08
	 	 Outstanding Notes.
	  	 	59	  
	 Section 2.09
	 	 Treasury Notes.
	  	 	59	  
	 Section 2.10
	 	 Temporary Notes.
	  	 	59	  
	 Section 2.11
	 	 Cancellation.
	  	 	59	  
	 Section 2.12
	 	 Defaulted Interest.
	  	 	60	  
	 Section 2.13
	 	 Issuance of Additional Notes.
	  	 	60	  
	 Section 2.14
	 	 Computation of Interest.
	  	 	61	  
	
	 ARTICLE 3

REDEMPTION AND PREPAYMENT
	   
   

			
	 Section 3.01
	 	 Notices to Trustee.
	  	 	61	  
	 Section 3.02
	 	 Selection of Notes to Be Redeemed.
	  	 	62	  
	 Section 3.03
	 	 Notice of Redemption.
	  	 	62	  
	 Section 3.04
	 	 Effect of Notice of Redemption.
	  	 	63	  
	 Section 3.05
	 	 Deposit of Redemption Price.
	  	 	63	  
	 Section 3.06
	 	 Notes Redeemed in Part.
	  	 	63	  
	 Section 3.07
	 	 Optional Redemption.
	  	 	64	  
	 Section 3.08
	 	 Mandatory Redemption.
	  	 	65	  
	 Section 3.09
	 	 Offer to Purchase by Application of Excess Proceeds.
	  	 	65	  
	
	 ARTICLE 4

COVENANTS
	   
   

			
	 Section 4.01
	 	 Payment of Notes.
	  	 	67	  
	 Section 4.02
	 	 Maintenance of Office or Agency.
	  	 	68	  
	 Section 4.03
	 	 Reports.
	  	 	68	  
	 Section 4.04
	 	 Compliance Certificate.
	  	 	69	  


  
  

i 








							
	 	 	 	  	Page	 
			
	 Section 4.05
	 	 Taxes.
	  	 	70	  
	 Section 4.06
	 	 Stay, Extension and Usury Laws.
	  	 	70	  
	 Section 4.07
	 	 Restricted Payments.
	  	 	70	  
	 Section 4.08
	 	 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
	  	 	76	  
	 Section 4.09
	 	 Incurrence of Indebtedness and Issuance of Preferred Stock.
	  	 	79	  
	 Section 4.10
	 	 Asset Sales.
	  	 	84	  
	 Section 4.11
	 	 Transactions with Affiliates.
	  	 	87	  
	 Section 4.12
	 	 Liens.
	  	 	89	  
	 Section 4.13
	 	 [Reserved].
	  	 	90	  
	 Section 4.14
	 	 Organizational Existence.
	  	 	90	  
	 Section 4.15
	 	 Offer to Repurchase Upon Change of Control.
	  	 	90	  
	 Section 4.16
	 	 Additional Note Guarantees.
	  	 	91	  
	 Section 4.17
	 	 Designation of Restricted and Unrestricted Subsidiaries.
	  	 	92	  
	 Section 4.18
	 	 Covenant Termination.
	  	 	93	  
	
	 ARTICLE 5

SUCCESSORS
	   
   

			
	 Section 5.01
	 	 Merger, Consolidation or Sale of Assets.
	  	 	93	  
	 Section 5.02
	 	 Successor Issuer Substituted.
	  	 	95	  
	
	 ARTICLE 6

DEFAULTS AND REMEDIES
	   
   

			
	 Section 6.01
	 	 Events of Default.
	  	 	95	  
	 Section 6.02
	 	 Acceleration.
	  	 	97	  
	 Section 6.03
	 	 Other Remedies.
	  	 	98	  
	 Section 6.04
	 	 Waiver of Past Defaults.
	  	 	98	  
	 Section 6.05
	 	 Control by Majority.
	  	 	98	  
	 Section 6.06
	 	 Limitation on Suits.
	  	 	98	  
	 Section 6.07
	 	 Rights of Holders of Notes to Receive Payment.
	  	 	99	  
	 Section 6.08
	 	 Collection Suit by Trustee.
	  	 	99	  
	 Section 6.09
	 	 Trustee May File Proofs of Claim.
	  	 	99	  
	 Section 6.10
	 	 Priorities.
	  	 	100	  
	 Section 6.11
	 	 Undertaking for Costs.
	  	 	100	  
	
	 ARTICLE 7

TRUSTEE
	   
   

			
	 Section 7.01
	 	 Duties of Trustee.
	  	 	100	  
	 Section 7.02
	 	 Rights of Trustee.
	  	 	102	  
	 Section 7.03
	 	 Individual Rights of Trustee.
	  	 	102	  
	 Section 7.04
	 	 Trustee’s Disclaimer.
	  	 	102	  
	 Section 7.05
	 	 Notice of Defaults.
	  	 	103	  
	 Section 7.06
	 	 Reports by Trustee to Holders of the Notes.
	  	 	103	  
	 Section 7.07
	 	 Compensation and Indemnity.
	  	 	103	  
	 Section 7.08
	 	 Replacement of Trustee.
	  	 	104	  
	 Section 7.09
	 	 Successor Trustee by Merger, etc.
	  	 	105	  
	 Section 7.10
	 	 Eligibility; Disqualification.
	  	 	105	  
	 Section 7.11
	 	 Preferential Collection of Claims Against Issuer.
	  	 	105	  


  
  

ii 








							
	 	 	 	  	Page	 
	
	 ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	   
   

			
	 Section 8.01
	 	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	 	106	  
	 Section 8.02
	 	 Legal Defeasance and Discharge.
	  	 	106	  
	 Section 8.03
	 	 Covenant Defeasance.
	  	 	106	  
	 Section 8.04
	 	 Conditions to Legal or Covenant Defeasance.
	  	 	107	  
	 Section 8.05
	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
	  	 	108	  
	 Section 8.06
	 	 Repayment to Issuer.
	  	 	109	  
	 Section 8.07
	 	 Reinstatement.
	  	 	109	  
	
	 ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER
	   
   

			
	 Section 9.01
	 	 Without Consent of Holders of Notes.
	  	 	109	  
	 Section 9.02
	 	 With Consent of Holders of Notes.
	  	 	111	  
	 Section 9.03
	 	 Revocation and Effect of Consents.
	  	 	112	  
	 Section 9.04
	 	 Notation on or Exchange of Notes.
	  	 	112	  
	 Section 9.05
	 	 Trustee to Sign Amendments, etc.
	  	 	113	  
	 Section 9.06
	 	 Effect of Supplemental Indentures.
	  	 	113	  
	
	 ARTICLE 10

NOTE GUARANTEES
	   
   

			
	 Section 10.01
	 	 Guarantee.
	  	 	113	  
	 Section 10.02
	 	 Limitation on Guarantor Liability.
	  	 	114	  
	 Section 10.03
	 	 Note Guarantee Evidenced by Indenture.
	  	 	115	  
	 Section 10.04
	 	 Guarantors May Consolidate, etc., on Certain Terms.
	  	 	115	  
	 Section 10.05
	 	 Releases.
	  	 	116	  
	
	 ARTICLE 11

SATISFACTION AND DISCHARGE
	   
   

			
	 Section 11.01
	 	 Satisfaction and Discharge.
	  	 	117	  
	 Section 11.02
	 	 Application of Trust Money.
	  	 	118	  
	
	 ARTICLE 12

MISCELLANEOUS
	   
   

			
	 Section 12.01
	 	 Trust Indenture Act Controls.
	  	 	119	  
	 Section 12.02
	 	 Notices.
	  	 	119	  
	 Section 12.03
	 	 Communication by Holders of Notes with Other Holders of Notes.
	  	 	120	  
	 Section 12.04
	 	 Certificate and Opinion as to Conditions Precedent.
	  	 	120	  
	 Section 12.05
	 	 Statements Required in Certificate or Opinion.
	  	 	121	  
	 Section 12.06
	 	 Rules by Trustee and Agents.
	  	 	122	  
	 Section 12.07
	 	 No Personal Liability of Directors, Officers, Employees and Members.
	  	 	122	  
	 Section 12.08
	 	 Governing Law.
	  	 	122	  
	 Section 12.09
	 	 No Adverse Interpretation of Other Agreements.
	  	 	122	  
	 Section 12.10
	 	 Successors.
	  	 	122	  


  
  

iii 








							
	 	 	 	  	Page	 
			
	 Section 12.11
	 	 Severability.
	  	 	122	  
	 Section 12.12
	 	 Counterpart Originals.
	  	 	122	  
	 Section 12.13
	 	 Table of Contents, Headings, etc.
	  	 	123	  
	 Section 12.14
	 	 Payment Date Other Than a Business Day.
	  	 	123	  
	 Section 12.15
	 	 Action by Holders.
	  	 	123	  
	 Section 12.16
	 	 Benefit of Indenture.
	  	 	125	  
	 Section 12.17
	 	 Language of Notices, Etc.
	  	 	125	  

 EXHIBITS 
  

			
	 Exhibit A
	  	 FORM OF NOTE

	 Exhibit B
	  	 FORM OF CERTIFICATE OF TRANSFER

	 Exhibit C
	  	 FORM OF CERTIFICATE OF EXCHANGE

	 Exhibit D
	  	 FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

	 Exhibit E
	  	 FORM OF SUPPLEMENTAL INDENTURE



  
  

iv 







 INDENTURE dated as of July 10, 2014 among Memorial Resource
Development Corp., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). 

The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined) of the 5.875% Senior Notes due 2022 (as further defined herein, the “Notes”): 

ARTICLE 1
 DEFINITIONS AND
INCORPORATION
 BY REFERENCE 
  

	 	Section 1.01	Definitions. 

 “144A Global Note” means a Global
Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 144A. 
 “Acquired
Debt” means, with respect to any specified Person: 
 (1) Indebtedness of any other Person existing
at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a
Restricted Subsidiary of, such specified Person; and 
 (2) Indebtedness secured by a Lien encumbering any
asset acquired by such specified Person. 
 “Additional Assets” means: 

(1) any assets used or useful in the Oil and Gas Business, other than Indebtedness or Capital Stock; 

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Issuer or any of its Restricted Subsidiaries; or 
 (3) Capital Stock constituting a
minority interest in any Person that at such time is a Restricted Subsidiary; 
 provided, however, that any
such Restricted Subsidiary described in clause (2) or (3) is primarily engaged in the Oil and Gas Business. 

“Additional Interest” has the meaning assigned to that term pursuant to the applicable Registration Rights
Agreement. 

  
  

1 







 “Additional Notes” means additional Notes (other than the
Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 

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

  

	 	(a)	 the sum of: 


  

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


  

	 	(A)	 estimated proved oil and natural gas reserves of the Issuer and its Restricted Subsidiaries acquired since the date of such year-end reserve
report, and 


  

	 	(B)	 estimated proved oil and natural gas reserves of the Issuer and its Restricted Subsidiaries attributable to extensions, discoveries and other
additions and upward revisions of estimates of proved oil and natural gas reserves (including previously estimated development costs incurred during the period and the accretion of discount since the prior period end) since the date of such year-end
reserve report due to exploration, development or exploitation, production or other activities which would, in accordance with standard industry practice, cause such revisions, 



and decreased by, as of the date of determination, the estimated discounted future net revenue attributable to: 

 

	 	(C)	 estimated proved oil and natural gas reserves of the Issuer and its Restricted Subsidiaries reflected in such reserve report produced or disposed
of since the date of such year-end reserve report, and 


  

	 	(D)	 reductions in estimated proved oil and natural gas reserves of the Issuer and its Restricted Subsidiaries reflected in such reserve report
attributable to downward revisions of estimates of proved oil and natural gas reserves since such year-end due to changes in geological conditions or other factors which would, in accordance with standard industry practice, cause such revisions;



 in the case of the preceding clauses (A) through (D), calculated on a pre-tax basis in accordance
with SEC guidelines (utilizing the prices utilized in the Issuer’s year-end reserve report) and estimated by the Issuer’s petroleum engineers or, at the Issuer’s election, any independent petroleum engineers engaged by the Issuer for
that purpose; 

  
  

2 








	 	(ii)	 the capitalized costs that are attributable to oil and natural gas properties of the Issuer and its Restricted Subsidiaries to which no proved oil
and natural gas reserves are attributable, based on the Issuer’s books and records as of a date no earlier than the last day of the Issuer’s most recent quarterly or annual period for which internal financial statements are available;



  

	 	(iii)	 the Consolidated Net Working Capital of the Issuer and its Restricted Subsidiaries as of a date no earlier than the last day of the Issuer’s
most recent quarterly or annual period for which internal financial statements are available; and 


  

	 	(iv)	 the greater of: 


  

	 	(A)	 the net book value and 


  

	 	(B)	 the appraised value, as estimated by independent appraisers, of other tangible assets (including Investments in unconsolidated Subsidiaries)



 in each case, of the Issuer and its Restricted Subsidiaries as of a date no earlier than the last day
of the date of the Issuer’s most recent quarterly or annual period for which internal financial statements are available; provided that if no such appraisal has been performed, the Issuer shall not be required to obtain such an appraisal
and only clause (iv)(A) of this definition shall apply, 
 minus, to the extent not otherwise taken into account in
the immediately preceding clause (a), 
  

	 	(b)	 the sum of 


  

	 	(i)	 minority interests; 


  

	 	(ii)	 any net natural gas balancing liabilities of the Issuer and its Restricted Subsidiaries as of the last day of the Issuer’s most recent annual
or quarterly period for which internal financial statements are available to the extent not deducted in calculating Consolidated Net Working Capital of the Issuer and its Restricted Subsidiaries in accordance with clause (a)(iii) of this definition;



  

	 	(iii)	 to the extent included in clause (a)(i) above, the discounted future net revenues, calculated in accordance with SEC guidelines (utilizing the
prices utilized in the Issuer’s year-end reserve report), attributable to reserves that are required to be delivered to third parties to fully satisfy the obligations of the Issuer and its Restricted Subsidiaries with respect to Volumetric
Production Payments on the schedules specified with respect thereto; and 


  

	 	(iv)	 the discounted future net revenues, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production
Payments that, based on the estimates of production and price assumptions included in determining the discounted future net revenues specified in clause (a)(i) above, would be necessary to fully satisfy the payment obligations of the Issuer and its
Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto. 



  
  

3 







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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and
“under common control with” have correlative meanings. 
 “Agent” means any Registrar or
Paying Agent. 
 “Applicable Premium” means, with respect to any Note on any redemption date, the greater
of: 
 (1) 1.0% of the principal amount of the Note; or 

(2) the excess of: 

(a) the present value at such redemption date of (i) the redemption price of the Note at July 1,
2017 (such redemption price being set forth in the table appearing in Section 3.07(d) hereof) plus (ii) all required interest payments due on the Note through July 1, 2017 (excluding accrued but unpaid interest to the redemption
date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over 

(b) the principal amount of the Note. 

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

  
  

4 







 “as determined in good faith by the Issuer” means a
determination made in good faith by the Board of Directors of the Issuer or any Officer of the Issuer involved in or otherwise familiar with the transaction for which such determination is being made, any such determination being conclusive for all
purposes under this Indenture.  
 “Asset Sale” means: 

(1) the sale, lease (other than operating leases entered into in the ordinary course of business), conveyance
or other disposition of any assets or rights by the Issuer or any of the Issuer’s Restricted Subsidiaries; and 

(2) the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale by the
Issuer or any of the Issuer’s Restricted Subsidiaries of Equity Interests in any of the Issuer’s Subsidiaries (in either case other than Preferred Stock of any Restricted Subsidiary issued in compliance with Section 4.09 and
directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary), 

provided that, in the case of (1) or (2), the sale, assignment, transfer, conveyance, lease or other disposition of
all or substantially all of the properties or assets of the Issuer and its Subsidiaries (including by way of a merger or consolidation) will be governed by Section 4.15 and/or by Section 5.01 and not by the provisions of Section 4.10; 

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: 

(1) any single transaction or series of related transactions that involves assets or Equity Interests having a
Fair Market Value of less than $20.0 million; 
 (2) a transfer of assets between or among the Issuer and its
Restricted Subsidiaries; 
 (3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the
Issuer to the Issuer or to a Restricted Subsidiary of the Issuer; 
 (4) the sale, lease or other disposition
of products, services, inventory or accounts receivable in the ordinary course of business and any sale or other disposition of surplus, damaged, worn-out or obsolete assets (including the abandonment or other disposition of intellectual property
that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the Issuer and its Restricted Subsidiaries taken as whole); 

(5) the abandonment, farm-out, lease or sublease of developed or undeveloped oil or natural gas properties, or
the forfeiture of such properties, owned or held by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 

  
  

5 







 (6) licenses and sublicenses by the Issuer or any of its
Restricted Subsidiaries of software, intellectual property or other general intangibles in the ordinary course of business; 

(7) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract,
tort or other claims; 
 (8) the granting, creation or incurrence of Liens not prohibited by
Section 4.12 and dispositions in connection with Permitted Liens and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of such Permitted Lien; 

(9) the sale or other disposition of cash or Cash Equivalents or other financial instruments (other than Oil
and Gas Hedging Contracts); 
 (10) a disposition of assets that constitutes (or results in by virtue of the
consideration received for such disposition) either a Restricted Payment that does not violate Section 4.07 or a Permitted Investment or a Permitted Payment; 

(11) a sale or other disposition of Hydrocarbons or other mineral products in the ordinary course of business;

 (12) an Asset Swap; 

(13) dispositions of crude oil and natural gas properties (whether or not in the ordinary course of business);
provided that at the time of any such disposition such properties do not have associated with them any proved reserves; 

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

(15) the disposition of assets or Equity Interests received in settlement of debts owing to a Person as a
result of foreclosure, perfection or enforcement of any Lien or debt, which debts were owing to such Person; and 

(16) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (other
than the MLP). 
 “Asset Swap” means any substantially contemporaneous (and in any event occurring
within 180 days of each other) purchase and sale or exchange of any assets or properties used or useful in the Oil and Gas Business between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that the Fair Market
Value of the properties or assets traded or exchanged by the Issuer or such Restricted Subsidiary (together with any cash or Cash Equivalents) is reasonably equivalent to the Fair Market Value of the properties or assets


  
  

6 







 
(together with any cash or Cash Equivalents) to be received by the Issuer or such Restricted Subsidiary; provided further, that any net cash or Cash Equivalents received must be
applied in accordance with Section 4.10 if then in effect as if the Asset Swap were an Asset Sale. 

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at
the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.” 

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

 “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all
securities that such “person” has the right to acquire within one year by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms
“Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger
agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby. 

“Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board; 
 (2) with respect to a limited partnership, the board of
directors of the general partner of the partnership; 
 (3) with respect to a limited liability company, the
managing member or members or any controlling committee of managing members thereof; and 
 (4) with respect
to any other Person, the board or committee of such Person serving a similar function. 
 “Broker-Dealer”
has the meaning assigned to that term pursuant to the applicable Registration Rights Agreement. 
 “Business
Day” means any day other than a Legal Holiday. 

  
  

7 







 “Capital Lease Obligation” means, at the time any
determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, with the amount of Indebtedness represented by such
obligation being the capitalized amount of such obligation determined in accordance with GAAP, and the Stated Maturity thereof being the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after the date of this Indenture) that would have been classified as an operating lease pursuant to GAAP
as in effect on the date of this Indenture will be deemed not to represent a Capital Lease Obligation. For purposes of Section 4.12, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased. 

“Capital Stock” means: 

(1) in the case of a corporation, corporate stock; 

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or
other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited
liability company, partnership interests (whether general or limited) or membership interests; and 
 (4) any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities exercisable for,
exchangeable for or convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock. 

“Cash Equivalents” means: 

(1) United States dollars; 

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

(3) marketable general obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of “A” or better from either S&P or
Moody’s; 
 (4) certificates of deposit, demand deposits and eurodollar time deposits with maturities of
one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million or
that is a lender under the Credit Agreement; 

  
  

8 







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

(6) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each
case, maturing within one year after the date of acquisition; 
 (7) money market funds at least 95% of the
assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; 

(8) with respect to any Foreign Subsidiary of the Issuer, investments denominated in local currency that are
similar to the items specified in clauses (1) through (7) above; and 
 (9) marketable short-term
money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively, and in each case maturing within 24 months after the date of the creation thereof 

“Cash Management Obligations” means, with respect to any Person, any obligations of such Person to any
lender in respect of treasury management arrangements, depositary or other cash management services, including any treasury management line of credit.  

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

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer (including Equity Interests of Restricted Subsidiaries) and its Subsidiaries taken as a whole to any Person
(including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than any Permitted Holder; 

(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer; or 

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result
of which is that any “person” (as defined above), other than any Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of
shares, units or the like; provided that a transaction in which the Issuer becomes a Subsidiary of another Person shall not constitute a Change of Control if, immediately following such transaction, the “persons” (as defined above)
who were Beneficial Owners of the Voting Stock of the Issuer immediately prior to such transaction Beneficially Own, directly or indirectly through one or more intermediaries, 50% or more of the total voting power of the Voting Stock of such other
Person of whom the Issuer has become a Subsidiary. 
 “Clearstream” means Clearstream Banking, S.A. 

  
  

9 







 “Code” means the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute or statutes thereto. 
 “Commission” or
“SEC” means the Securities and Exchange Commission. 
 “Consolidated Cash Flow”
means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: 

(1) an amount equal to any extraordinary expenses or loss plus any net loss realized by such Person or any of
its Restricted Subsidiaries in connection with an Asset Sale, to the extent such expenses or losses were deducted in computing such Consolidated Net Income; plus 

(2) provision for taxes based on income or profits (including state franchise taxes accounted for as income
taxes in accordance with GAAP) or Permitted Tax Distributions of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes or Permitted Tax Distributions was deducted in computing such Consolidated Net
Income; plus 
 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period,
to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus 

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

(5) if such Person accounts for its oil and gas operations using successful efforts or a similar method of
accounting, consolidated exploration expense of such Person and its Restricted Subsidiaries; minus 

(6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue
in the ordinary course of business; and minus 
 (7) to the extent increasing such Consolidated Net
Income for such period, the sum of (a) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and (b) amounts recorded in accordance with
GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments, 
 in each case, on a consolidated basis and determined in
accordance with GAAP. 

  
  

10 







 “Consolidated Net Income” means, with respect to any
specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP and without any reduction in respect of Preferred
Stock dividends; provided that: 
 (1) the net income (or loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of accounting will be included, but only to the extent of, in the case of net income, the amount of dividends or distributions paid in cash to the specified Person or a Restricted
Subsidiary of the Person, or, in the case of net loss, the amount of cash that has been contributed by the specified Person or Restricted Subsidiary to fund such loss; 

(2) the net income of any Restricted Subsidiary of such Person will be excluded to the extent that the
declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted, directly or indirectly, by operation of the terms of its charter or any judgment, decree,
order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members or any other loan instrument, agreement or other contractual restriction; 

(3) the cumulative effect of a change in accounting principles will be excluded; 

(4) any gain (loss), net of taxes (less all fees and expenses relating thereto), realized upon the sale or
other disposition of any property, plant or equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any sale or leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business
and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person, together with any related provision for taxes or Permitted Tax Distributions on any such gain, will be excluded; 

(5) to the extent deducted in the calculation of Consolidated Net Income, any non-cash or other charges
relating to any premium or penalty paid, write off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity will be excluded; 

(6) any “ceiling limitation” on Oil and Gas Properties or other asset impairment writedowns on Oil
and Gas Properties or other non-current assets under GAAP or SEC guidelines will be excluded; 
 (7) any
unrealized non-cash gains or losses or charges in respect of Hedging Obligations (including those resulting from the application of FASB ASC Topic No. 815, Derivatives and Hedging) will be excluded; and 

(8) for any period during which such Person is a pass-through entity for U.S. federal income tax purposes, an
amount equal to the Permitted Tax Distributions for such period will be excluded. 

  
  

11 







 “Consolidated Net Working Capital” means (a) all
current assets of the Issuer and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Issuer and its Restricted Subsidiaries, except (i) current liabilities included
in Indebtedness, (ii) current liabilities associated with future abandonment or asset retirement obligations relating to oil and natural gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as
set forth in the consolidated financial statements of the Issuer prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815). 

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of
Default has not been cured or waived. 
 “Corporate Trust Office of the Trustee” will be at
the address of the Trustee specified in Section 12.02 hereof (except with respect to payments on the Notes and any exchange, transfer or surrender of the Notes, in which case this address will be U.S. Bank National Association, 60 Livingston
Avenue, St. Paul, Minnesota 55107, Attention: Bond Drop Window, or, at 100 Wall Street, Suite 1600, New York, New York 10005 or such other address as to which the Trustee may give notice to the Issuer). 

“Credit Agreement” means that certain Credit Agreement, dated as of June 18, 2014, by and among
the Issuer, as borrower, Bank of America N.A., as administrative agent, and the other financial institutions party thereto, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith,
and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in
part from time to time. 
 “Credit Facilities” means one or more debt facilities (including,
without limitation, the Credit Agreement), indentures or commercial paper facilities, in each case, with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, capital market financings,
receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, debt issuances or other borrowings, in each case, as
amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including refinancing with any capital markets transaction or otherwise by means of sales of debt securities to
institutional investors) in whole or in part from time to time. 
 “Custodian” means the Trustee, as
custodian with respect to the Notes in global form, or any successor entity thereto. 
 “Customary Recourse
Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud,
misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings. 

  
  

12 







 “date of this Indenture” or “date hereof” means
July 10, 2014. 
 “Default” means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default. 
 “Definitive Note” means a certificated
Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Increases or Decreases of Interests in the Global Note” attached thereto. 
 “De Minimis Guaranteed
Amount” means a principal amount of Indebtedness that does not exceed $5.0 million. 

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

 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the earlier of (a) the date on which no Notes are outstanding and (b) the date on which the
Notes mature; provided that only the portion of Capital Stock which is mandatorily redeemable or matures or is redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided further
that any Capital Stock issued pursuant to any plan of the Issuer or any of its Affiliates for the benefit of one or more employees will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or any of its
Affiliates in order to satisfy applicable contractual, statutory or regulatory obligations.  
 Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Issuer to repurchase or redeem such Capital Stock upon the occurrence of a change of control
or an asset sale will not constitute Disqualified Stock if (x) the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 4.07 hereof or (y) the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Issuer’s purchase of the Notes as is required to be
purchased pursuant to the provisions of this Indenture. The amount (or principal amount) of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Issuer and its Restricted
Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. 

  
  

13 







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

“Domestic Subsidiary” means any Restricted Subsidiary of the Issuer that was formed under the laws of
the United States or any state of the United States or the District of Columbia. 
 “Equity
Interests” of any Person means (1) any and all Capital Stock of such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in
(however designated) such Capital Stock of such Person, but excluding from all of the foregoing any debt securities exercisable for, exchangeable for or convertible into Equity Interests, regardless of whether such debt securities include any right
of participation with Equity Interests. 
 “Equity Offering” means a sale of Equity Interests
of the Issuer (other than Disqualified Stock and other than to a Subsidiary of the Issuer) made for cash by the Issuer after the date of this Indenture. 

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

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

“Exchange Notes” means the notes issued in an Exchange Offer pursuant to Section 2.06(g) of this
Indenture. 
 “Exchange Offer” has the meaning set forth for such term in the applicable Registration
Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth for such term
in the applicable Registration Rights Agreement. 
 “Existing Indebtedness” means all
Indebtedness of the Issuer and its Subsidiaries (other than Indebtedness under the Credit Agreement and the PIK Notes) in existence on the date of this Indenture, until such amounts are repaid. 

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing
seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Issuer in the case of amounts of $50.0 million or more and otherwise by an Officer of the Issuer (unless otherwise
provided in this Indenture), any such determination being conclusive for all purposes under this Indenture. 

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter
reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated and on or prior to 

  
  

14 







 
the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the
proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period (except that in making such computation, the amount of Indebtedness under any revolving Credit Facility outstanding on the date of such
determination will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such Credit Facility was outstanding or (ii) if such revolving Credit Facility was
created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such revolving Credit Facility to the date of such determination). If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of such period to the Calculation Date had been the applicable rate for the entire
period (taking into account any interest Hedging Obligation applicable to such Indebtedness, but if the remaining term of such interest Hedging Obligation is less than twelve months, then such interest Hedging Obligation shall only be taken into
account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of such Person, the interest rate shall be calculated by applying such option
rate chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon
the rate actually chosen, or if none, then based upon such optional rate chosen as such Person may designate. Interest on any Indebtedness under a revolving Credit Facility will be calculated based upon the average daily balance of such Indebtedness
during the applicable period. 
 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions or Investments that have been made, or contributions received, by the specified Person or any
of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions or Investments or contributions of assets used or useful in the Oil and Gas Business), or any Person or any of its Restricted Subsidiaries
acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such
four-quarter reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period; 

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses or Investments (or ownership interests therein) disposed of on or prior to the Calculation Date, will be excluded; 

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses or Investments (or ownership 

  
  

15 







 
interests therein) disposed of on or prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the
specified Person or any of its Restricted Subsidiaries following the Calculation Date; 
 (4) any Person that
is to be a Restricted Subsidiary of the specified Person immediately following the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter reference period; 

(5) any Person that is not to be a Restricted Subsidiary of the specified Person immediately following the
Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter reference period; 

(6) interest income reasonably anticipated by such Person to be received during the applicable four-quarter
reference period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to
calculate the Fixed Charge Coverage Ratio, will be included; and 
 (7) if, since the beginning of such
four-quarter reference period, any Person (that subsequently became a Restricted Subsidiary or was merged or consolidated with or into such Person or any of its Restricted Subsidiaries since the beginning of such four-quarter reference period)
disposed of any operations or businesses or Investments (or ownership interests therein) or made any acquisition or Investment or received any contribution that would have required an adjustment pursuant to clause (1), (2) or (3) above if
made by such Person or any of its Restricted Subsidiaries during such four-quarter reference period, Consolidated Cash Flow and Fixed Charges for such period will be calculated after giving pro forma effect thereto as if such disposition or
acquisition, contribution or Investment had occurred on the first day of such four-quarter reference period. 
 For
purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting Officer of the Issuer, which
determination shall be conclusive for all purposes under this Indenture; provided that such Officer may in such Officer’s discretion include any reasonably identifiable and factually supportable pro forma changes to Consolidated Cash
Flow or Fixed Charges, including any pro forma expense and cost reductions or synergies that have occurred or are reasonably expected to occur within the 12 months immediately following the Calculation Date (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). 

  
 -16- 







 “Fixed Charges” means, with respect to any specified Person for
any period, the sum, without duplication, of: 
 (1) the consolidated interest expense (less interest income)
of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (excluding (i) any interest attributable to Dollar-Denominated Production Payments, (ii) write-off of deferred financing costs and (iii) accretion
of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not constitute Indebtedness, but including, without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized
during such period; plus 
 (3) any interest on Indebtedness of another Person (other than
Non-Recourse Debt of any Unrestricted Subsidiary or Joint Venture incurred pursuant to Section 4.09(b)(14)) that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus 
 (4) all
dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any series of Preferred Stock of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person, 
 in each case, on a consolidated
basis and determined in accordance with GAAP. 
 “Foreign Subsidiary” means any Restricted Subsidiary of
the Issuer that is not a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting
principles in the United States, which are in effect from time to time. All ratio computations based on GAAP contained in this Indenture will be computed in conformity with GAAP. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required
to be placed on all Global Notes issued under this Indenture. 
 “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that
bears the Global Note Legend and that has the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto issued in accordance with Section 2.01, 2.06(b)(4), 2.06(d)(2) or 2.06(d)(3) hereof. 

  
  

17 







 “Government Securities” means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. 

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness
(whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). When used as a verb,
“Guarantee” has a correlative meaning. 
 “Guarantors” means any Subsidiary of the
Issuer that Guarantees the Notes in accordance with the provisions of this Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this
Indenture.  
 “Hedging Obligations” means, with respect to any specified Person, the
obligations of such Person under any (a) Interest Rate Agreement and (b) Oil and Gas Hedging Contract. 

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

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

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes resold to
Institutional Accredited Investors. 
 “Indebtedness” means, with respect to any specified
Person, any indebtedness of such Person (excluding accrued expenses and Trade Payables), whether or not contingent: 

(1) in respect of borrowed money; 

(2) (a) evidenced by bonds, notes, debentures or similar instruments or (b) constituting letters of credit
(or reimbursement agreements in respect thereof) (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1), (2)(a), (3), (4) or (6) of this definition) entered into in
the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

 (3) in respect of bankers’ acceptances; 

  
  

18 







 (4) representing Capital Lease Obligations or Attributable Debt
in respect of sale and leaseback transactions; 
 (5) representing the balance deferred and unpaid of the
purchase price of any property or services due more than six months after such property is acquired or such services are completed; or 

(6) representing any Hedging Obligations, 

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a
liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person (including, with respect to any Production Payment, any warranties or
guarantees 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). Subject to the preceding sentence, neither
Dollar-Denominated Production Payments nor Volumetric Production Payments shall be deemed to be Indebtedness. 
 In
addition, “Indebtedness” of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if: 

(1) such Indebtedness is the obligation of a partnership that is a Joint Venture; 

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

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

(b) if less than the amount determined pursuant to clause (a) immediately above, the actual amount of
such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Fixed Charges to the
extent actually paid by such Person or its Restricted Subsidiaries. 
 Notwithstanding the foregoing, the following shall
not in any event constitute “Indebtedness”: 
 (1) any indebtedness which has been defeased or
discharged in accordance with GAAP or defeased or discharged pursuant to the deposit of cash or Cash Equivalents (in an amount sufficient to satisfy all such indebtedness at maturity or redemption, as applicable, and all payments of interest and
premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness; 

  
  

19 







 (2) any obligation of a Person in respect of a farm-in agreement
or similar arrangement whereby such Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligations, after which expenses are
shared in accordance with the working or participation interest therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas
property; 
 (3) any unrealized losses or charges in respect of Interest Rate Agreements or Oil and Gas
Hedging Contracts (including those resulting from the application of FASB ASC 815); 
 (4) all contracts and
other obligations, agreements, instruments or arrangements described in clauses (10), (18) and (19) of the definition of “Permitted Liens”; and 

(5) Cash Management Obligations. 

“Indenture” means this Indenture, as amended or supplemented from time to time. 

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

 “Initial Notes” means the first $600,000,000 aggregate principal amount of Notes issued under
this Indenture on the date hereof.  
 “Initial Purchasers” means Citigroup Global Markets
Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Capital One Securities, Inc., Comerica Securities,
Inc., Credit Agricole Securities (USA) Inc., Goldman, Sachs & Co., ING Financial Markets LLC, Mitsubishi UFJ Securities (USA), Inc., Natixis Securities Americas LLC and Wedbush Securities Inc. 

“Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is not also a QIB. 

“Interest Rate Agreement” means any interest rate swap agreement (whether from fixed to floating or
from floating to fixed), interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect the Issuer or any of its Restricted Subsidiaries against fluctuations in interest rates and is not for
speculative purposes.  

  
  

20 







 “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.  

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the forms of loans (including Guarantees), advances or capital contributions, and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all
items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (excluding, in each case, (1) commission, travel and similar advances to officers and employees made in the ordinary course of business,
(2) any interest in an oil or natural gas leasehold to the extent constituting a security under applicable law and (3) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet
of the lender, prepaid expenses or deposits and extensions of trade credit on commercially reasonable terms in accordance with normal trade practices). If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer (other than the sale of all of the
outstanding Capital Stock of such Subsidiary), the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the penultimate paragraph of Section 4.07. The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person will be deemed to be
an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph
of Section 4.07. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value or write-ups, write-downs or write-offs
with respect to such Investment. 
 “Joint Venture” means any Person that is not a direct or
indirect Subsidiary of the Issuer in which the Issuer or any of its Restricted Subsidiaries makes any Investment.  

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of Houston,
Texas or the City of New York, New York are authorized by law, regulation or executive order to remain closed. 

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders
of Notes for use by such Holders in connection with an Exchange Offer. 
 “Lien” means, with respect
to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of
any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement. 

  
  

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 “Measurement Date” means December 18, 2013, the original
issue date of the PIK Notes. 
 “MLP” means Memorial Production Partners LP, a Delaware limited
partnership, and its successors. 
 “MLP Asset Transfer” means the direct or indirect sale,
conveyance, transfer or other disposition of property or assets (including any Equity Interests of any Person) by the Issuer or any Restricted Subsidiary to the MLP or one of its Subsidiaries. 

“MLP General Partner” means Memorial Production Partners GP LLC, a Delaware limited liability company
and general partner of the MLP, and its successors and permitted assigns under the MLP’s partnership agreement as general partner of the MLP. 

“MRD LLC” means Memorial Resource Development LLC, a Delaware limited liability company and the
accounting predecessor to the Issuer. 
 “Moody’s” means Moody’s Investors Service, Inc.
and any successor to the ratings business thereof. 
 “Net Proceeds” means the aggregate cash
proceeds and Cash Equivalents received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale but excluding any non-cash consideration deemed to be cash or Cash Equivalents for purposes Section 4.10 hereof), net of (i) the costs relating to such Asset Sale, including, without limitation,
legal, title and recording expenses, accounting and investment banking fees, and sales commissions, (ii) distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Sale, (iii) any relocation expenses and severance and associated costs, expenses and charges of personnel relating to the assets subject to or incurred as a result of the Asset Sale, (iv) taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (v) amounts required to be applied to the repayment of Indebtedness (other than revolving credit Indebtedness under a
Credit Facility that is secured by a Lien on the asset or assets that were the subject of such Asset Sale), and (vi) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in
accordance with GAAP. 
 “NGP Energy Capital Management” means NGP Energy Capital Management,
L.L.C., a Texas limited liability company, and its successors.  
 “Non-Recourse Debt” means, with
respect to Indebtedness of any Unrestricted Subsidiary or Joint Venture, Indebtedness: 
 (1) as to which
neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a
guarantor or otherwise, except for Customary Recourse Exceptions and except by the pledge of (or a Guaranty limited in recourse solely to) the Equity Interests of such Unrestricted Subsidiary or Joint Venture; and 

(2) as to which the lenders will not have any recourse to the Capital Stock or assets of the Issuer or any of
its Restricted Subsidiaries (other than the Equity Interests of such Unrestricted Subsidiary or Joint Venture), except for Customary Recourse Exceptions. 

  
  

22 







 “Non-U.S. Person” means a Person who is not a U.S. Person. 

“Note Guarantee” means the Guarantee by each Guarantor of the Issuer’s obligations under this
Indenture and the Notes, as provided in Article 10 hereof. 
 “Notes” has the meaning
assigned to it in the preamble to this Indenture. The Initial Notes and any Additional Notes and all Exchange Notes issued in exchange for Initial Notes or any Additional Notes shall be treated as a single class for all purposes under this
Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes and any Exchange Notes. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any Indebtedness. 
 “Offering
Memorandum” means the offering memorandum of the Issuer dated June 25, 2014 relating to the issuance of the Initial Notes. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice President of such Person (or, if such
Person is a limited partnership, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary, any Assistant Secretary, any Vice President or any Assistant Vice President of such Person’s general partner). 

“Officers’ Certificate” means a certificate signed on behalf of the Issuer by two of its
Officers, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer, that meets the requirements of Section 12.05 hereof.  

“Oil and Gas Business” means (i) the acquisition, exploration, development, production, operation
and disposition of interests in oil, gas and other Hydrocarbon properties, (ii) the gathering, marketing, treating, processing, storage, selling and transporting of any production from such interests or properties, (iii) any business
relating to exploration for or development, production, treatment, processing, storage, transportation or marketing of oil, gas and other minerals and products produced in association therewith and (iv) any activity that, as determined in good
faith by the Issuer, arises from, relates to or is ancillary, complementary or incidental to or necessary or appropriate for the activities described in clauses (i) through (iii) of this definition. 

“Oil and Gas Hedging Contracts” means any puts, cap transactions, floor transactions, collar transactions,
forward contract, commodity swap agreement, commodity option agreement 

  
  

23 







 
or other similar agreement or arrangement in respect of Hydrocarbons to be purchased, used, produced, processed or sold by the Issuer or any of its Restricted Subsidiary that are customary in the
Oil and Gas Business and designed to protect against price risks, basis risks or other risks encountered in the Oil and Gas Business and not for speculative purposes. 

“Oil and Gas Properties” means all properties, including equity or other ownership interest therein,
owned by such Person or any of its Restricted Subsidiaries which contain or are believed to contain “proved oil and gas reserves” as defined in Rule 4-10 of Regulation S-X of the Securities Act. 

“Omnibus Agreement” means the Omnibus Agreement, dated as of December 14, 2011, among MRD LLC,
the MLP General Partner and the MLP, as the same may be further amended or supplemented from time to time. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee,
that meets the requirements of Section 12.04 hereof, which counsel may be an employee of or counsel to the Issuer, any Subsidiary of the Issuer or the Trustee. 

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

“Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock or Preferred Stock of
the Issuer or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock or Preferred Stock was Indebtedness or Disqualified Stock or Preferred Stock of any other Person existing at the time (a) such Person became
a Restricted Subsidiary of the Issuer or (b) such Person was merged or consolidated with or into the Issuer or any of its Restricted Subsidiaries, and in each case was not incurred in contemplation of the foregoing, provided that on the date
such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Issuer or any of its Restricted Subsidiaries, as applicable, either of: 

(1) immediately after giving effect to such transaction and any related financing transaction on a pro forma
basis as if the same had occurred at the beginning of the applicable four-quarter period, the Issuer or such Person (if the Issuer is not the survivor in the transaction) would be permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; or 
 (2) immediately after
giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Issuer or such Person (if the
Issuer is not the survivor in the transaction) is equal to or greater than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction. 

“Permitted Business Investments” means Investments made in the ordinary course of, or of a nature that is or
shall have become customary in, the Oil and Gas Business as a means of actively exploiting, exploring for, acquiring, developing, processing, gathering, marketing or 

  
  

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transporting oil and natural gas through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local
ownership or satisfy other objectives customarily achieved through the conduct of Oil and Gas Business jointly with third parties, including, without limitation, (i) ownership interests in oil, natural gas, other Hydrocarbon properties or any
interest therein or gathering, transportation, processing, storage or related systems, (ii) entry into and Investments and expenditures in the form of or pursuant to operating agreements, processing agreements, farm-in agreements, farm-out
agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited),
subscription agreements, stock purchase agreements and other similar or customary agreements, (iii) working interests, royalty interests, mineral leases, production sharing agreements, production sales and marketing agreements, oil or gas
leases, overriding royalty agreements, net profits agreements, production payment agreements or royalty trust agreements, (iv) Investments of operating funds on behalf of co-owners of properties used in the Oil and Gas Business of the Issuer or
its Restricted Subsidiaries pursuant to joint operating agreements, and (v) direct or indirect ownership interests in drilling rigs, fracturing units and other related equipment. 

“Permitted Holders” means each of (i) MRD Holdco LLC, (ii) NGP Energy Capital Management,
Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., (iii) any affiliated funds or investment vehicles managed by any of the persons described in clause (ii) above, and any general partner,
managing member, principal or managing director of any of the persons described in clause (ii) above, and (iv) the Issuer or any of its Restricted Subsidiaries. 

“Permitted Investments” means: 

(1) any Investment in the Issuer (including, without limitation, through the purchase of any Notes) or in a
Restricted Subsidiary of the Issuer; 
 (2) any Investment in cash and Cash Equivalents; 

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such
Investment: 
 (a) such Person becomes a Restricted Subsidiary of the Issuer; or 

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all
of its properties or assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer; 

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale or Asset Swap
that was made pursuant to and in compliance with Section 4.10; 
 (5) any acquisition of assets or
Capital Stock solely in exchange for the issuance of, or with or out of the net cash proceeds of the substantially concurrent (a) contribution (other than from a Restricted Subsidiary) to the equity capital of the Issuer in


  
  

25 







 
respect of, or (b) sale (other than to a Restricted Subsidiary) of, Equity Interests (other than Disqualified Stock) of the Issuer; provided that in each such case, the amount of such
issuance, contribution or sale will be disregarded for purposes of clause (C)(ii) of Section 4.07(a); 

(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or
customers that were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer; or (b) litigation, arbitration or other disputes; 
 (7) Investments represented by Hedging
Obligations; 
 (8) Investments in any Person to the extent such Investments consist of prepaid expenses,
negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other deposits made in the ordinary course of business by the Issuer or any of its Restricted Subsidiaries; 

(9) relocation allowances for, and loans or advances to, officers, directors or employees made in the ordinary
course of business of the Issuer or any Restricted Subsidiary of the Issuer; 
 (10) repurchases of the Notes
or Note Guarantees; 
 (11) any Guarantee of Indebtedness of (a) the Issuer or a Restricted Subsidiary
or (b) any Person that is not an Affiliate of the Issuer, in each case permitted to be incurred by Section 4.09 hereof; 

(12) any Investment existing on, or made pursuant to binding commitments existing on, the date of this
Indenture and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the date of this Indenture; provided that the amount of any such Investment
may be increased (a) as required by the terms of such Investment as in existence on the date of this Indenture or (b) as otherwise permitted under this Indenture; 

(13) Investments acquired after the date of this Indenture as a result of the acquisition by the Issuer or any
Restricted Subsidiary of the Issuer of another Person, including by way of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.01 after the date of this
Indenture to the extent that such Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

(14) Permitted Business Investments or Permitted Other Business Investments; 

(15) Investments received as a result of a foreclosure by, or other transfer of title to, the Issuer or any of
its Restricted Subsidiaries with respect to any secured Investment in default; 

  
  

26 







 (16) receivables owing to the Issuer or any Restricted Subsidiary
created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such
Restricted Subsidiary deems reasonable under the circumstances; 
 (17) professional or advisory,
administrative, management, treasury or similar services, indemnification, insurance, officers’ and directors’ fees and expenses, registration fees and other like expenses paid or provided for the benefit of any Joint Venture or
Unrestricted Subsidiary pursuant to arrangements not involving the incurrence of Indebtedness that comply with Section 4.11; 

(18) Investments consisting of Oil and Gas Hedging Contracts or Interest Rate Agreements permitted under
Section 4.09; 
 (19) Guarantees or other Investments arising from the incurrence of Indebtedness by the
Issuer or any Restricted Subsidiary with respect to Indebtedness of any Unrestricted Subsidiary or Joint Venture permitted under Section 4.09(b)(14); 

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

(21) advances and prepayments for asset purchases in the ordinary course of business in the Oil and Gas
Business of the Issuer or any Restricted Subsidiary; 
 (22) any Investment in the Oil and Gas Business
having an aggregate Fair Market Value (measured on the date such Investment was made and without giving effect to subsequent changes in value) that, when taken together with the Fair Market Value (as so measured) of all other Investments made
pursuant to this clause (22) that are at the time outstanding, that does not exceed the greater of (a) $75.0 million and (b) 7.5% of Adjusted Consolidated Net Tangible Assets determined at the time such Investment is made;
provided, however, that if any Investment pursuant to this clause (22) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment and such Person becomes a Restricted Subsidiary
of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (22) for so long as such Person continues to be a Restricted
Subsidiary of the Issuer (unless the Issuer otherwise classifies such Investment in compliance with this Indenture); 

(23) any Investment in any Person having an aggregate Fair Market Value (measured on the date such Investment
was made and without giving effect to subsequent changes in value) that, when taken together with the Fair Market Value (as so measured) of all other Investments made pursuant to this clause (23) that are at the time outstanding, that does not
exceed the greater of (a) $100.0 million and (b) 7.5% of Adjusted Consolidated Net Tangible Assets determined at the time such Investment is made; 

  
  

27 







 
provided, however, that if any Investment pursuant to this clause (23) is made in any Person that is not a Restricted Subsidiary of the Issuer at the date of the making of such Investment
and such Person becomes a Restricted Subsidiary of the Issuer after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (23) for so
long as such Person continues to be a Restricted Subsidiary of the Issuer (unless the Issuer otherwise classifies such Investment in compliance with this Indenture); and 

(24) Investments by the MLP General Partner to maintain a 0.1% general partnership interest in the MLP. 

With respect to any Investment, the Issuer may, in its sole discretion, classify all or any portion of such Investment in one
or more of the above clauses so that the entire Investment is a Permitted Investment. 
 “Permitted Liens”
means: 
 (1) Liens on assets of the Issuer or any Restricted Subsidiary securing Indebtedness under Credit
Facilities that was permitted by the terms of this Indenture to be incurred; 
 (2) Liens in favor of the
Issuer or the Guarantors; 
 (3) Liens on property of a Person existing at the time such Person becomes a
Restricted Subsidiary of the Issuer or is merged with or into or consolidated with the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were in existence prior to the contemplation of such Person becoming a
Restricted Subsidiary of the Issuer or such merger or consolidation and do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary of the Issuer or is merged with or into or consolidated with the Issuer or any
Restricted Subsidiary of the Issuer; 
 (4) Liens on property (including Capital Stock) existing at the time
of acquisition of the property by the Issuer or any Subsidiary of the Issuer; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of such acquisition; 

(5) pledges or deposits or other Liens to secure the performance of statutory obligations, insurance, surety or
appeal bonds, workers’ compensation, unemployment and similar obligations, bid, leases (including, without limitation, statutory and common law landlord’s liens), government contracts, plugging and abandonment obligations and performance
bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations); 

(6) Liens securing Indebtedness incurred pursuant to Section 4.09(b)(4); provided that
(a) such Liens are in favor of the seller or other transferor of such asset or property, in favor of the Person or Persons designing, constructing, installing, developing, repairing or improving such asset or property, or in favor of the Person
or Persons that 

  
  

28 







 
provided the funding for the acquisition, design, construction, installation, development, repair or improvement cost, as the case may be, of such asset or property, (b) such Liens are
created no later than 360 days after the acquisition, design, construction, installation, development, repair or improvement, (c) the aggregate principal amount of the Indebtedness secured by such Liens is otherwise permitted to be incurred
under this Indenture and does not exceed the greater of (i) the cost of the asset or property so acquired, designed, constructed, installed, developed, repaired or improved plus related financing costs and (ii) the fair market value of the
asset or property so acquired, designed, constructed, installed, developed, repaired or improved, measured at the date of such acquisition, or the date of completion of such design, construction, installation, development, repair or improvement plus
related financing costs, and (d) such Liens are limited to the asset or property so acquired, designed, constructed, installed, developed, repaired or improved (together with improvements, additions, accessions and contractual rights relating
primarily thereto and all proceeds thereof (including dividends, distributions and increases in respect thereof)); 

(7) Liens existing on the date of this Indenture (and not referred to in clause (1) of this definition);

 (8) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees) or to secure other
obligations under this Indenture; 
 (9) Liens on and pledges of the Equity Interests of any Unrestricted
Subsidiary or any Joint Venture owned by the Issuer or any Restricted Subsidiary of the Issuer to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; 

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

(11) Liens reserved in oil and natural gas mineral leases for bonus or rental payments and for compliance with
the terms of such leases; 
 (12) Liens to secure any Indebtedness incurred to refinance or replace
Indebtedness described under clauses (3), (4), (6) and (7) of this definition permitted to be incurred under this Indenture; provided, however, that 

(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written
agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of
(x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness exchanged, renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary
to pay any fees and expenses, including premiums, related to such exchange, renewal, refunding, refinancing, replacement, defeasance or discharge; 

  
  

29 







 (13) Liens on insurance policies and proceeds thereof, or other
deposits, to secure insurance premium financings; 
 (14) filing of Uniform Commercial Code financing
statements as a precautionary measure in connection with operating leases; 
 (15) bankers’ Liens,
rights of setoff, rights of revocation, refund or chargeback with respect to money or instruments of the Issuer or any Restricted Subsidiary, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens
and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; 

(16) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or
redemption of Indebtedness; 
 (17) Liens on specific items of inventory or other goods (and the proceeds
thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such
inventory or other goods; 
 (18) Liens in respect of Production Payments and Reserve Sales; provided
that such Liens are limited to the property that is subject to such Production Payments and Reserve Sales; 

(19) Liens arising under oil and natural gas leases or subleases, overriding royalty interests, assignments,
farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development
agreements, joint venture agreements, partnership agreements, operating agreements, royalties, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, production payment
agreements, royalty trust agreements, incentive compensation programs for geologists, geophysicists and other providers of technical services to the Issuer or a Restricted Subsidiary, area of mutual interest agreements, gas balancing or deferred
production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, licenses, sublicenses and other agreements which are customary in the Oil and Gas
Business; provided, however, in all instances that such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract; 

(20) Liens to secure performance of Hedging Obligations of the Issuer or any of its Restricted Subsidiaries
entered into in the ordinary course of business and not for speculative purposes; 
 (21) Liens arising under
this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture; provided,
however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness; 

  
  

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 (22) any Lien incurred by the Issuer or any Restricted Subsidiary
of the Issuer with respect to Indebtedness in aggregate principal amount that, when taken together with the aggregate principal amount of all other Indebtedness secured by Liens incurred pursuant to this clause (22) then outstanding, does not
exceed the greater of (a) $75.0 million and (b) 5.0% of Adjusted Consolidated Net Tangible Assets determined at the time such Lien is incurred; 

(23) leases and subleases of real property which do not materially interfere with the ordinary conduct of the
business of the Issuer or the Restricted Subsidiaries; 
 (24) any Lien arising by reason of: 

(a) taxes, assessments or governmental charges or claims that are not yet delinquent or which are being
contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that any reserve or other appropriate provision as will be required in conformity with GAAP will have been made therefor, 

(b) good faith deposits in connection with tenders, leases and contracts (other than contracts for the payment
of Indebtedness), 
 (c) survey exceptions, zoning restrictions, easements, licenses, reservations, title
defects, rights of others for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property or minor irregularities of
title (and with respect to leasehold interests, mortgages, obligations, Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property, with or without
consent of the lessee), none of which materially impairs the use of any parcel of property material to the operation of the business of the Issuer or the Restricted Subsidiaries or the value of such property for the purpose of such business, 

(d) operation of law or contract in favor of mechanics, carriers, warehousemen, landlords, materialmen,
laborers, employees, suppliers and similar persons, incurred in the ordinary course of business , to the extent such Liens relate only to the tangible property of the lessee which is located on such property, for sums which are not yet delinquent or
are being contested in good faith by negotiations or by appropriate proceedings which suspend the collection thereof; if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof, or

 (e) normal depository or cash-management arrangements with banks; and 

  
  

31 







 (25) Liens on any specific property or any interest therein,
construction thereon or improvement thereto to secure all or any part of the costs incurred for surveying, exploration, drilling, extraction, development, operation, production, construction, alteration, repair or improvement of, in, from, under or
on such property and the plugging and abandonment of wells located thereon (it being understood that, in the case of oil and gas producing properties, or any interest therein, costs incurred for development and production shall include costs
incurred for all facilities relating to such properties or to projects, ventures or other arrangements of which such properties form a part or which relate to such properties or interests and costs incurred for processing, gathering, marketing,
refining and storage of such production), in each case that do not secure Indebtedness for borrowed money. 
 In each case
set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset or group or type of assets shall also include any Lien on all improvements, additions, accessions and
contractual rights relating primarily thereto and all proceeds thereof (including dividends, distributions and increases in respect thereof). 

“Permitted Other Business Investments” means Investments by the Issuer or any of its Restricted
Subsidiaries in any Person (including in any Unrestricted Subsidiary or Joint Venture); provided that: 

(1) at the time of any such Investment and immediately thereafter, the Issuer would be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); 

(2) if such Person has outstanding Indebtedness at the time of any such Investment, either (a) all such
Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Person that is not Non- Recourse Debt could, at the time such Investment is made, be incurred at that time by the Issuer and its Restricted Subsidiaries pursuant to the
Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and 
 (3) such Person is not engaged, in
any material respect, in any business other than the Oil and Gas Business. 
 “Permitted Refinancing
Indebtedness” means any Indebtedness or Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or
discharge other Indebtedness or Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not
exceed the principal amount (or accreted value, if applicable) of the Indebtedness or Disqualified Stock or Preferred Stock exchanged, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and
all accrued dividends on the Disqualified Stock or Preferred Stock and the amount of all fees and expenses, including premiums, incurred in connection therewith); 

  
  

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 (2) such Permitted Refinancing Indebtedness has a final maturity
date that is (a) no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock or Preferred Stock being
exchanged, renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes; 

(3) if the Indebtedness being exchanged, renewed, refunded, refinanced, replaced, defeased or discharged is
subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing (or shall be Capital Stock of the obligor on) the Indebtedness being exchanged, renewed, refunded, refinanced, replaced, defeased or discharged, as determined in good faith by the Issuer; 

(4) such Indebtedness is not incurred by a Restricted Subsidiary of the Issuer (other than a Guarantor) if the
Issuer or a Guarantor is the issuer or other obligor on the Indebtedness being exchanged, renewed, refunded, refinanced, replaced, defeased or discharged; 

(5) if any Preferred Stock being exchanged, renewed, refunded, refinanced, replaced, defeased or discharged was
Disqualified Stock of the Issuer, the Permitted Refinancing Indebtedness shall be Disqualified Stock of the Issuer; and 

(6) if any Preferred Stock being exchanged, renewed, refunded, refinanced, replaced, defeased or discharged was
Preferred Stock of a Restricted Subsidiary, the Permitted Refinancing Indebtedness shall be Preferred Stock of such Restricted Subsidiary. 

“Permitted Tax Distributions” means, for any calendar year or portion thereof during which the Issuer
(which, for purposes of this definition, shall mean MRD LLC, its accounting predecessor) was a pass-through entity for U.S. federal income tax purposes, any payments or distributions made by the Issuer to its members on or about each estimated tax
payment date as well as each other applicable due date to enable the members of the Issuer (or, if any of them is itself a pass-through entity for U.S. federal income tax purposes, the owners of such member’s Capital Stock) to make payments of
U.S. federal and state income taxes (including estimates thereof) as a result of the operations of the Issuer and its Subsidiaries during the current or any previous calendar year, not to exceed an amount equal to each such member’s (or in the
case of a pass-through entity, the owners of its Capital Stock) U.S. federal and state income tax liability resulting solely from the pass-through tax treatment of such member’s (or its owners’) interest in the Issuer and as calculated
pursuant to the terms of the limited liability company agreement of the Issuer as in effect on the date of this Indenture, and as it may be amended, restated or otherwise modified from time to time; provided that such amendment, restatement or
modification was not, considered as a whole, adverse in any material respect to the Holders of the Notes, as determined in the good faith by the Issuer. 

  
  

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

“PIK Notes” means the 10.00%/10.75% Senior PIK Toggle Notes due 2018 of the Issuer, as successor to MRD LLC.

 “Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or
other similar Equity Interests (however designated) of such Person whether outstanding or issued after the date of this Indenture. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed
on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.  

“Production Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments,
collectively. 
 “Production Payments and Reserve Sales” means the grant or transfer by the Issuer
or any of its Restricted Subsidiaries to any Person of a royalty, overriding royalty, net profits interest, Production Payment, partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the
production or the proceeds from the sale of production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to
operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other
matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of
technical services to the Issuer or any of its Restricted Subsidiaries. 
 “QIB” means a
“qualified institutional buyer” as defined in Rule 144A. 
 “Registration Rights
Agreement” means the Registration Rights Agreement, dated as of July 10, 2014, among the Issuer, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from
time to time, and, with respect to any Additional Notes, one or more registration rights agreements among the Issuer, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 

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

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in
reliance on Rule 903 of Regulation S. 

  
  

34 







 “Reporting Default” means a Default described in Section
6.01(e). 
 “Resale Restriction Termination Date” means, with respect to any Note, the date one year
after the later of the date of original issue of such Note or the last day on which the Issuer or any Affiliate of the Issuer was the owner of such Note (or any predecessor of such Note). 

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

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend. 

“Restricted Global Note” means a Global Note bearing the Private Placement Legend. 

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

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary. 
 “Rule 144” means Rule 144 promulgated under the Securities Act. 

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

“Rule 903” means Rule 903 promulgated under the Securities Act. 

“Rule 904” means Rule 904 promulgated under the Securities Act. 

“S&P” means Standard & Poor’s Ratings Services and any successor to the ratings business
thereof. 
 “Securities Act” means the Securities Act of 1933, as amended. 

“Senior Debt” means: 

(1) all Indebtedness of the Issuer or any of its Restricted Subsidiaries outstanding under Credit Facilities
and all obligations under Hedging Obligations with respect thereto; 
 (2) any other Indebtedness of the
Issuer or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or
any Note Guarantee; and 
 (3) all Obligations with respect to the items listed in the preceding clauses
(1) and (2). 

  
  

35 







 Notwithstanding anything to the contrary in the preceding sentence, Senior Debt
will not include: 
 (1) any intercompany Indebtedness of the Issuer or any of its Restricted Subsidiaries to
the Issuer or any of its Affiliates; 
 (2) any Indebtedness that is incurred in violation of this Indenture;
or 
 (3) any Capital Stock. 

For the avoidance of doubt, “Senior Debt” will not include any Trade Payables or taxes owed or owing
by the Issuer or any of its Restricted Subsidiaries. 
 “Shelf Registration Statement” has the
meaning assigned to that term in the applicable Registration Rights Agreement. 
 “Significant
Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date of this Indenture. 
 “Stated Maturity” means, with
respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. 

“Subsidiary” means, with respect to any specified Person: 

(1) any corporation, association or other business entity (other than a partnership or limited liability
company) of which more than 50% of the total voting power of its Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a
combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, or (b) such Person or any Subsidiary of such Person is the sole or controlling general partner or manager or managing member
of, or otherwise controls, such entity; 
 provided, however, that, notwithstanding the foregoing clauses (1) and
(2), the MLP or any of its Subsidiaries shall be considered a Subsidiary of the Issuer only for so long as in the most recently available quarterly financial statements of the Issuer, the financial results of the MLP and its Subsidiaries are
consolidated with the Issuer’s financial results. 

  
  

36 







 “TIA” means the Trust Indenture Act of 1939, as amended (15
U.S.C. §§ 77aaa-77bbbb). 
 “Trade Payables” means, as to any Person,
(a) accounts payable or other obligations of such Person created or assumed by such Person in the ordinary course of business in connection with the obtaining of goods or services and (b) obligations arising under contracts for the
exploration, development, drilling, completion and plugging and abandonment of wells or for the construction, repair or maintenance of related infrastructure or facilities.  

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of
the most recently issued United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior
to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to July 1, 2017; provided, however, that if
the period from the redemption date to July 1, 2017, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Issuer will
(a) calculate the Treasury Rate on the second Business Day preceding the applicable redemption date and (b) prior to such redemption date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the
Treasury Rate and showing the calculation of each in reasonable detail. 
 “Trustee” means
U.S. Bank National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear
the Private Placement Legend. 
 “Unrestricted Global Note” means a Global Note that does not
bear and is not required to bear the Private Placement Legend. 
 “Unrestricted Subsidiary”
means (i) if at such time in the most recently available quarterly financial statements of the Issuer, the financial results of the MLP and its Subsidiaries are consolidated with the Issuer’s financial results, the MLP and its Subsidiaries
and (ii) any other Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) that is designated (or deemed designated) by the
Issuer’s Board of Directors as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt owing to any Person other than the Issuer or any of its
Restricted Subsidiaries (other than any Guarantee of the Notes or the Note Guarantees or any Indebtedness that would be released upon such designation); 

  
  

37 







 (2) except as permitted by Section 4.11 hereof, is not party
to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary of the Issuer unless the terms of any such agreement, contract, arrangement or understanding, together with the terms of all other agreements,
contracts, arrangements and understandings with such Unrestricted Subsidiary, taken as a whole, are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of
the Issuer, as determined in good faith by the Issuer; 
 (3) is a Person with respect to which neither the
Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results; and 
 (4) has not Guaranteed or otherwise become an obligor on
any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except to the extent such Guarantee or obligation would be released upon such designation and except for (x) any Non-Recourse Debt with respect to which the Issuer or any
Restricted Subsidiary has pledged (or provided a Guaranty limited in recourse solely to) Equity Interests in such Subsidiary or (y) any Guarantee of the Notes and the Note Guarantees, 

except, in the case of (1), (2), (3) or (4), for any such Indebtedness that is subject to a Guarantee by or other obligation of, or any
agreement, contract, arrangement or understanding with, or any equity subscription or credit support obligation of, the Issuer or Restricted Subsidiary that constitutes an Investment in such Subsidiary that has been effected as a Restricted Payment
or Permitted Investment that complies with Section 4.07. 
 All Subsidiaries of an Unrestricted Subsidiary shall also
be Unrestricted Subsidiaries. 
 “U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act. 
 “Volumetric Production Payments” means production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith. 

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person entitling
the holders thereof (whether at all times or only so long as no senior class of Capital Stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person; provided that with
respect to a limited partnership or other entity which does not have a Board of Directors, Voting Stock means the Capital Stock of the general partner of such limited partnership or other business entity with the ultimate authority to manage the
business and operations of such Person. 

  
  

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 “Weighted Average Life to Maturity” means, when applied
to any Indebtedness (or Disqualified Stock or Preferred Stock) at any date, the number of years obtained by dividing: 

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal or (with respect to Preferred Stock) redemption or similar payment, including payment at final maturity, in respect of the Indebtedness (or Disqualified Stock or Preferred Stock),
by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by 

(2) the then outstanding principal amount of such Indebtedness (or Disqualified Stock or Preferred Stock). 

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

	 	Section 1.02	Other Definitions. 

  

			
	 Term
	  	 Defined in
Section

		
	 “Act”
	  	12.15(a)
	 “Affiliate Transaction”
	  	4.11
	 “Alternate Offer”
	  	4.15
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Purchase Date”
	  	4.15
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Interest Payment Date”
	  	Exhibit A
	 “Issuer”
	  	Preamble
	 “Legal Defeasance”
	  	8.02
	 “Note Collateral”
	  	12.19(h)
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Paying Agent”
	  	2.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09
	 “Permitted Payment”
	  	4.07(b)
	 “Purchase Date”
	  	3.09
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07


  
  

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	 	Section 1.03	Incorporation by Reference of Trust Indenture Act. 

 Subject to
Section 12.01, whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 

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

“indenture securities” means the Notes and the Note Guarantees; 

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

“indenture to be qualified” means this Indenture; 

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

“obligor” on the Notes and the Note Guarantees means the Issuer and the Guarantors, respectively, and
any successor obligor upon the Notes and the Note Guarantees, respectively. 
 All other terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 
  

	 	Section 1.04	Rules of Construction. 

 Unless the context otherwise requires: 

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

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

(c) “or” is not exclusive; 

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

(e) “will” shall be interpreted to express a command; 

(f) provisions apply to successive events and transactions; 

(g) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time; 
 (h) “includes” or “including”
shall be deemed to be followed by the words “without limitation”; and 
 (i) “herein,”
“hereof” and other words of similar import refer to this Indenture as a whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision. 

  
  

40 







 ARTICLE 2 

THE NOTES 
  

	 	Section 2.01	Form and Dating. 

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

The terms of the Notes will include those stated in this Indenture and, except as specified under Section 12.01, those
made part of this Indenture by reference to the TIA. 
 (b) Global Notes. Notes issued in global form will be
substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding
Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions or repurchases. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, (i) in the case of an exchange, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof or
(ii) in the case of a redemption or repurchase, in accordance with Section 2.06(a). 
 (c) Euroclear and
Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream. 

(d) Definitive Notes. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto
(but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases of Interests in the Global Note” attached thereto). 

  
  

41 








	 	Section 2.02	Execution and Authentication. 

 At least one Officer must sign the Notes
for the Issuer by manual, facsimile or electronically transmitted signature. 
 If an Officer whose signature is on a Note
no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid. 
 A Note will not be
valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 

The Trustee will, upon receipt of a written order of the Issuer signed by an Officer of the Issuer (an
“Authentication Order”), authenticate Notes for original issue (i) on the date hereof as Initial Notes in the aggregate principal amount of $600,000,000 and (ii) from time to time any Additional Notes that may be validly
issued under this Indenture. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as
provided in Section 2.07 hereof.  
 Upon receipt of an Authentication Order, the Trustee shall
authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $600,000,000 or (ii) Exchange Notes in exchange for Additional Notes in an aggregate principal amount not to
exceed the aggregate principal amount of such Additional Notes so exchanged; provided that such Exchange Notes shall be issuable only upon the valid acceptance for exchange of Initial Notes issued on the date hereof or Additional Notes, as
the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. 

The Trustee shall also authenticate and deliver Notes at the times and in the manner specified in Sections 2.06, 2.07, 2.10,
3.06, 3.09, 4.15 and 9.04. 
 The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to
deal with Holders or an Affiliate of the Issuer. 
  

	 	Section 2.03	Registrar and Paying Agent. 

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

  
  

42 







 The Issuer initially appoints The Depository Trust Company
(“DTC”) to act as Depositary with respect to the Global Notes. 
 The Issuer initially appoints the
Trustee to act as the Registrar and Paying Agent (at its office in New York, New York indicated in the definition of Corporate Trust Office of the Trustee in Section 1.01 hereof) and to act as Custodian with respect to the Global Notes. 

 

	 	Section 2.04	Paying Agent to Hold Money in Trust. 

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

  

	 	Section 2.05	Holder Lists. 

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

	 	Section 2.06	Transfer and Exchange. 

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

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

  
  

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 (2) the Issuer, at its option but subject to the
Depositary’s requirements, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or 

(3) there has occurred and is continuing an Event of Default and the Depositary notifies the Trustee of its
decision to exchange such Global Note for Definitive Notes. 
 Upon the occurrence of the preceding events in (1),
(2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or
(f) hereof. Whenever any provision herein refers to issuance by the Issuer and authentication and delivery by the Trustee of a new Note in exchange for the portion of a surrendered Note that has not been redeemed or repurchased, as the case may
be, in lieu of the surrender of any Global Note and the issuance, authentication and delivery of a new Global Note in exchange therefor, the Trustee or the Depositary at the direction of the Trustee may endorse such Global Note to reflect a
reduction in the principal amount represented thereby in the amount of Notes so represented that have been so redeemed or repurchased. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial
interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Participants and Indirect Participants shall have no rights under this Indenture with respect
to any Global Note held on their behalf by the Depositary or by the Trustee as the Custodian with respect to the Global Notes, and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall be entitled to treat the Depositary as the
absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or the Indirect Participants, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Global Note. Subject to the provisions of this Section 2.06 and Section 12.15, the Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Participants and
Indirect Participants and Persons that may hold interests through such Persons, to take any action that a Holder is entitled to take under this Indenture or the Notes. Beneficial interests in the Restricted Global Notes will be subject to
restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (1) Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take 

  
  

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delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable
Procedures. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no
written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all
transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: 

 

	 	(A)	 both: 



(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase; or 
  

	 	(B)	 both: 



(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with
the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and 

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in
whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above. 

Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this
Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

  
  

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 (3) Transfer of Beneficial Interests to Another Restricted
Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of
Section 2.06(b)(2) above and the Registrar receives the following: 
 (A) if the transferee will take
delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; 

(B) if the transferee shall take delivery in the form of a beneficial interest in the Regulation S Global
Note, then the transferor shall deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof or, if permitted by the Applicable Procedures, item (3)(a) thereof (if available), then the transferee
must hold such interests through Euroclear or Clearstream (as Participants in the Depositary); and 
 (C) if
the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required
by item (3)(d) thereof, if applicable. 
 (4) Transfer and Exchange of Beneficial Interests in a
Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to
a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable
Registration Rights Agreement and the holder of the beneficial interest to be exchanged, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or is deemed to have made such
certifications if delivery is made through the Applicable Procedures) that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule
144) of the Issuer; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the applicable Registration Rights Agreement; 
 (C) such transfer is effected by a
Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or 

  
  

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 (D) the Registrar receives the following: 

(i) the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item
(4) thereof; 
 and in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 If any
such transfer or exchange is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph
(B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer
or Exchange of Beneficial Interests for Definitive Notes. 
 (1) Beneficial Interests in
Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to
a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

  
  

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 (C) if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction (as defined in Section 902(h) of Regulation S) in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

 (D) if such beneficial interest is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an
exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3)(d) thereof, if applicable; 
 (F) if such beneficial interest
is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note
only if: 
 (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the
applicable Registration Rights Agreement and the holder of the beneficial interest to be exchanged, in the case of an 

  
  

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exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable
Procedures) that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable
Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to an Exchange
Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or 
 (D) the
Registrar receives the following: 
 (i) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such
beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 
 (3) Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.06(a), if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of
such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend. 

  
  

49 







 (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest
in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; 

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction
(as defined in Rule 902(h) of Regulation S) in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; 

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in
reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications,
certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable; 
 (F) if such
Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement
under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 

  
  

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 the Trustee will cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global
Note, and in all other cases, the IAI Global Note. 
 (2) Restricted Definitive Notes to Beneficial
Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if: 
 (A) such exchange or
transfer is effected pursuant to an Exchange Offer in accordance with the applicable Registration Rights Agreement and the holder of the beneficial interest to be exchanged, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of
the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer; 
 (B)
such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement; 

(C) such transfer is effected by a Broker-Dealer pursuant to an Exchange Offer Registration Statement in
accordance with the applicable Registration Rights Agreement; or 
 (D) the Registrar receives the
following: 
 (i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or 

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take
delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the Securities Act. 

  
  

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 Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global
Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraph (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred or exchanged. 

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e). 

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be
transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if: 

(A) the Registrar receives the following: 

(B) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if the transfer will
be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

(D) if the transfer will be made pursuant to any other exemption from the registration requirements of the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable. 

  
  

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 (2) Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if 

(A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance with the applicable
Registration Rights Agreement and the holder of the beneficial interest to be exchanged, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (or is deemed to have made such
certifications if delivery is made through the Applicable Procedures) that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule
144) of the Issuer; 
 (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with the applicable Registration Rights Agreement; 
 (C) such transfer is effected by a
Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or 

(D) the Registrar receives the following: 

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall
take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order
to maintain compliance with the Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted
Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall
register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof. 

  
  

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 (f) Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with the applicable Registration Rights Agreement, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of
the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through the
Applicable Procedures) that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer; and 

(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange
Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuer. 
 Concurrently with the issuance of such Notes, the
Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount. 
 (g) Legends. The following
legends will appear on all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. 

(1) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all
Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THE
SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED
HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE 

  
  

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REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), (ii) TO
THE ISSUER, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.” 
 (B) Notwithstanding the foregoing, any
Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the
Private Placement Legend. 
 In addition, the foregoing legend may be adjusted for future issuances in
accordance with applicable law. The Issuer, in its discretion, may remove the Private Placement Legend from any Restricted Global Note at any time on or after the Resale Restriction Termination Date applicable to such Note. Without limiting the
generality of the preceding sentence, the Issuer may, subject to Applicable Procedures, effect such removal by issuing and delivering, in exchange for such Note, an Unrestricted Global Note without such legend, registered to the same Holder and in
an equal principal amount, and upon receipt by the Trustee of a written order of the Issuer stating that the Resale Restriction Termination Date applicable to such Note has occurred and requesting the authentication and delivery of an Unrestricted
Global Note in exchange therefor (which order shall not be required to be accompanied by any Opinion of Counsel or any other document) given at least three Business Days in advance of the proposed date of exchange specified therein (which shall be
no earlier than such Resale Restriction Termination Date), the Trustee shall authenticate and deliver such Unrestricted Global Note to the Depositary or pursuant to such Depositary’s instructions or hold such Unrestricted Global Note as
Custodian for the Depositary and shall request the Depositary to, or, if the Trustee is Custodian of such Restricted Global Note, shall itself, surrender such Restricted Global Note in exchange for such Unrestricted Global Note without such legend
and thereupon cancel such Restricted Global Note so surrendered, all as directed in such order. For purposes of determining whether the Resale Restriction Termination Date has occurred with respect to any Restricted Global Note or delivering any
order pursuant to this Section 2.06(g)(1) with respect to such Restricted Global Notes, (i) only those Restricted Global Notes that a Principal Officer of the Issuer actually knows (after 

  
  

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reasonable inquiry) to be or to have been owned by an Affiliate of the Issuer shall be deemed to be or to have been, respectively, owned by an Affiliate of the Issuer; and
(ii) “Principal Officer” means an Officer of the Issuer that is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer. For purposes of this Section 2.06(g)(1), all
provisions relating to the removal of the Private Placement Legend shall relate, if the Resale Restriction Termination Date has occurred only with respect to a portion of the Notes evidenced by a Restricted Global Note, to such portion of the Notes
so evidenced as to which the Resale Restriction Termination Date has occurred. 
 Each Holder of any Note evidenced by any
Restricted Global Note, by its acceptance thereof, (A) authorizes and consents to, (B) appoints each Issuer as its agent for the sole purpose of delivering such electronic messages, executing and delivering such instruments and taking such
other actions, on such Holder’s behalf, as the Depositary or the Trustee may require to effect, and (C) upon the request of the Issuer, agrees to deliver such electronic messages, execute and deliver such instruments and take such other
actions as the Depositary or the Trustee may require, or as shall otherwise be necessary to effect, the removal of the Private Placement Legend (including by means of the exchange of all or the portion of such Restricted Global Note evidencing such
Note for a certificate evidencing such Note that does not bear such legend) at any time after the Resale Restriction Termination Date. 

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form: 

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER


  
  

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

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global
Note have been exchanged for beneficial interests in another Global Note or Definitive Notes, or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and
canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at
the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global
Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee will
authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a
Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.04 hereof not involving any transfer). 

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for
redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All
Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 

  
  

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 (5) Neither the Registrar nor the Issuer will be required: 

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except
the unredeemed portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest Payment Date. 
 (6) Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal
of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. 

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of
Section 2.02 hereof. 
 (8) All certifications, certificates and Opinions of Counsel required to be
submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronic image scan. 
  

	 	Section 2.07	Replacement Notes. 

 If any mutilated Note is surrendered to the Trustee
or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and such other reasonable requirements as may be imposed by the Issuer as permitted by Section 8-405 of the Uniform Commercial
Code have been satisfied, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a “protected purchaser” within the meaning of Section 8-405 of the Uniform Commercial Code, the Issuer will
issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing
a Note. 
 Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of
this Indenture equally and proportionately with all other Notes duly issued hereunder. 

  
  

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	 	Section 2.08	Outstanding Notes. 

 The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note. 

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof
satisfactory to it that the replaced Note is held by a protected purchaser within the meaning of Section 8-405 of the Uniform Commercial Code. 

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue. 
 If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof)
holds, by 10:00 a.m. Eastern Time on a redemption date or other maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

  

	 	Section 2.09	Treasury Notes. 

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

	 	Section 2.10	Temporary Notes. 

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

Holders of temporary Notes will be entitled to all of the benefits of this Indenture. 

 

	 	Section 2.11	Cancellation. 

 The Issuer at any time may deliver Notes to the Trustee
for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will destroy 

  
  

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canceled Notes (subject to the record retention requirement of the Exchange Act). Certification of the disposition of all canceled Notes shall be delivered to the Issuer. The Issuer may not issue
new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
  

	 	Section 2.12	Defaulted Interest. 

 If the Issuer defaults in a payment of
interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed
each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. For purposes of Sections 2.05, 2.06, 3.05, 3.07, 3.09, 4.10 and
4.15, reference to “Interest Payment Date” shall be deemed to refer to and include any such payment date so fixed. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the
name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

 

	 	Section 2.13	Issuance of Additional Notes. 

 (a) The Issuer shall be entitled,
subject to its compliance with Article Four, to issue Additional Notes under this Indenture. Any Additional Notes shall be part of the same series as the Initial Notes issued on the date hereof, rank equally with the Initial Notes and have identical
terms and conditions to the Initial Notes in all respects other than (a) the date of issuance, (b) the issue price, (c) rights under a related Registration Rights Agreement, if any, and (d) at the option of the Issuer,
(i) as to the payment of interest accruing prior to the issue date of such Additional Notes, and (ii) the first payment of interest following the issue date of such Additional Notes. The Initial Notes, any Additional Notes subsequently
issued upon original issue under this Indenture and all Exchange Notes issued in exchange for Initial Notes or any Additional Notes shall be treated as a single class for all purposes under this Indenture, including directions, waivers, amendments,
consents, redemptions and offers to purchase, and none of the Holders of any Initial Notes, any Exchange Notes or any Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to
vote or consent; provided, however, that if any Additional Notes are not fungible with the Initial Notes, such Additional Notes shall have a different CUSIP number (or other applicable identifying number). 

(b) With respect to any Additional Notes, the Issuer shall set forth in an Officers’ Certificate, a copy of which shall
be delivered to the Trustee at or prior to original issuance thereof, the following information: 
 (1) the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 

  
  

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 (2) the issue date (and the corresponding date from which
interest shall accrue thereon and the first Interest Payment Date therefor), the CUSIP and/or ISIN number and the issue price of such Additional Notes; and 

(3) whether such Additional Notes shall be subject to the restrictions on transfer set forth in
Section 2.06 relating to Restricted Global Notes and Restricted Definitive Notes. 
 (c) Notwithstanding anything else
herein, with respect to any Additional Notes issued subsequent to the date hereof, when the context requires, (1) all references in Article 2 herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the Registration
Rights Agreement entered into with respect to such Additional Notes, (2) any references in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, and any other term related thereto shall be to
such terms as they are defined in such Registration Rights Agreement entered into with respect to such Additional Notes, (3) all time periods described in the Notes with respect to the registration of such Additional Notes shall be as provided
in such Registration Rights Agreement entered into with respect to such Additional Notes, (4) any Additional Interest, if set forth in such Registration Rights Agreement, may be paid to the Holders of the Additional Notes immediately prior to
the making or the consummation of the Exchange Offer regardless of any other provisions regarding record dates herein and (5) all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Notes
and to allow such Additional Notes to become fungible and interchangeable with the Initial Notes originally issued under this Indenture (and Exchange Notes issued in exchange therefor). Indebtedness represented by Additional Notes shall be subject
to the covenants contained in this Indenture. 
  

	 	Section 2.14	Computation of Interest. 

 Interest on the Notes shall be computed on the
basis of a 360-day year of twelve 30-day months. 
 ARTICLE 3 

REDEMPTION AND PREPAYMENT 
  

	 	Section 3.01	Notices to Trustee. 

 If the Issuer elects to redeem Notes pursuant to
the optional redemption provisions of Section 3.07 hereof, the Issuer must furnish to the Trustee, at least five Business Days prior to the giving of notice of a redemption, an Officers’ Certificate setting forth: 

(a) the clause of this Indenture pursuant to which the redemption shall occur; 

(b) the redemption date; 

(c) the principal amount of Notes to be redeemed; and 

(d) the redemption price (if then determined and otherwise the method of determination). 

  
  

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	 	Section 3.02	Selection of Notes to Be Redeemed. 

 If less than all of the Notes
are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis (or, in the case of Notes issued in global form pursuant to Article 2 hereof, based on a method as DTC or its nominee or successor may require
or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary
requirements. 
 In the event of partial redemption by lot, the particular Notes to be redeemed will be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 

The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 
  

	 	Section 3.03	Notice of Redemption. 

 At least 30 days but not more than 60 days before
a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof. 

The notice will identify the Notes to be redeemed and will state: 

(a) the redemption date; 

(b) the redemption price (if then determined and otherwise the method of determination); 

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

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

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes or portions thereof called for
redemption ceases to accrue on and after the redemption date; 

  
  

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 (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and 
 (h) that no representation is made as to the correctness
or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes. 
 At the
Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s names and at the Issuer’s expense; provided, however, that the Officers’ Certificate delivered to the Trustee pursuant to Section 3.01
hereof requests that the Trustee give such notice and sets forth the information to be stated in such notice as provided in the preceding paragraph. 
  

	 	Section 3.04	Effect of Notice of Redemption. 

 Once notice of redemption is mailed in
accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable (subject to the provisions of the next succeeding sentence) on the redemption date at the redemption price. A notice of redemption may, at the
Issuer’s discretion, be subject to one or more conditions precedent, including completion of the related Equity Offering or the occurrence of the Change of Control, as applicable. 

 

	 	Section 3.05	Deposit of Redemption Price. 

 No later than 10:00 a.m., New York City
time, on the redemption date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent will
promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of and accrued interest on all Notes to be redeemed. 

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease
to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest
shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

  

	 	Section 3.06	Notes Redeemed in Part. 

 Upon surrender of a Note that is redeemed in
part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

  
  

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	 	Section 3.07	Optional Redemption. 

 (a) At any time prior to July 1, 2017, the
Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes (including, without limitation, any Additional Notes) issued under this Indenture, in an amount not greater than the net cash proceeds of one or
more Equity Offerings by the Issuer, upon notice as provided in this Indenture, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the rights
of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes (including, without limitation, any Additional
Notes) originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the
closing of such Equity Offering. 
 (b) At any time prior to July 1, 2017, the Issuer may on any one or more occasions
redeem all or a part of the Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to the date of
redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date. 

(c) Except pursuant to Section 3.07(a), (b) or (e), the Notes will not be redeemable at the Issuer’s option
prior to July 1, 2017. 
 (d) On and after July 1, 2017, the Issuer may on any one or more occasions redeem all
or a part of the Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed to the applicable date of redemption,
subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2017
	  	 	104.406	% 
	 2018
	  	 	102.938	% 
	 2019
	  	 	101.469	% 
	 2020 and thereafter
	  	 	100.000	% 

 (e) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and
pursuant to the conditions in, Section 4.15(f) hereof. 
 (f) Any redemption pursuant to this Section 3.07 shall
be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. 

  
  

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	 	Section 3.08	Mandatory Redemption. 

 The Issuer is not required to make mandatory
redemption or sinking fund payments with respect to the Notes. The Issuer may at any time and from time to time purchase Notes in the open market or otherwise, in each case without any restriction under this Indenture. 

 

	 	Section 3.09	Offer to Purchase by Application of Excess Proceeds. 

 In the event that,
pursuant to Section 4.10 hereof, the Issuer is required to commence an Asset Sale Offer to all Holders to purchase Notes, it will follow the procedures specified below. 

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days
following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period
(the “Purchase Date”), the Issuer will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the principal amount
of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased
will be made in the same manner specified in the last paragraph of this Section 3.09. 
 If the Purchase Date is on
or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. 
 Upon the commencement of an Asset
Sale Offer, the Issuer will send, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 
 (a) that the Asset Sale Offer is
being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open; 

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

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

(d) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer
will cease to accrue interest on and after the Purchase Date; 

  
  

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 (e) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in denominations of $2,000 and any integral multiple of $1,000 in excess thereof; 

(f) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the
notice at least three days before the Purchase Date; 
 (g) that Holders will be entitled to withdraw their election if the
Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 

(h) that, if the aggregate principal amount of Notes surrendered by Holders thereof exceeds the Offer Amount allocated to the
purchase of Notes in the Asset Sale Offer, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by such method as DTC or its nominee or successor may
require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate) based on the principal amount of Notes surrendered (with such adjustments as may
be deemed appropriate by the Issuer so that only Notes in denominations of $2,000, and any integral multiple of $1,000 in excess thereof; and 

(i) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 
 On or before the Purchase Date, the
Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof tendered pursuant to the Asset Sale Offer and required to be purchased pursuant to this Section 3.09 and
Section 4.10 hereof, or if Notes in an aggregate principal amount less than the Offer Amount allocated to the purchase of Notes in the Asset Sale Offer have been tendered, all Notes tendered, and will deliver or cause to be delivered to the
Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.09. Notes to be purchased shall,
on the Purchase Date, become due and payable at the purchase price and from and after such date (unless the Issuer shall default in the payment of the purchase price) such Notes shall cease to accrue interest. The Issuer, the depositary for the
Asset Sale Offer or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such
Holder and accepted by the Issuer for purchase (or, if any Notes are then in global form, it will promptly make such payment thereon through the facilities of DTC), and the Issuer will promptly issue a new Note, and the Trustee, upon written request
from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such 

  
  

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Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The
Issuer will publicly announce the results of the Asset Sale Offer on the Purchase Date. 
 ARTICLE 4 

COVENANTS 
  

	 	Section 4.01	Payment of Notes. 

 The Issuer will pay or cause to be paid the principal
of, premium on, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Issuer or a
Subsidiary of the Issuer, holds as of 10:00 a.m., New York City time, on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then
due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, unless the context requires otherwise. The Issuer will pay all Additional Interest, if any, in the same manner on the
dates and in the amounts set forth in the applicable Registration Rights Agreement. 
 The Issuer will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is equal to the then applicable interest rate on the Notes to the extent lawful; the Issuer will 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. 

The Issuer may at any time, for the purpose of obtaining satisfaction and discharge with respect to the Notes or for any other
purpose, pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the
principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request, or (if then held by the
Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the
Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Issuer, cause to be published once, in The New York
Times or 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 Issuer. 

  
  

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	 	Section 4.02	Maintenance of Office or Agency.  

 The Issuer will maintain, an office
or agency (which may be an office of the Trustee or an affiliate of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer 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 time the Issuer fails to maintain any such required office or agency or fails to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in
the City and State of New York for such purposes. The Issuer 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. 

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in
accordance with Section 2.03 of this Indenture. 
 With respect to any Global Notes, the Corporate Trust Office of the
Trustee shall be the office or agency where such Global Notes may be presented or surrendered for payment or for registration of transfer or exchange, or where successor Notes may be delivered in exchange therefor; provided, however, that any
such presentation, surrender or delivery effected pursuant to the Applicable Procedures of the Depositary shall be deemed to have been effected at such office or agency in accordance with the provisions of this Indenture. 

 

	 	Section 4.03	Reports.  

 (a) Whether or not required by the rules and regulations of
the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes (or file with the SEC for public availability), within the time periods specified in the
SEC’s rules and regulations applicable to a non-accelerated filer, after giving effect to all applicable extensions and cure periods: 

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if
the Issuer were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual report only, a report on the Issuer’s consolidated
financial statements by the Issuer’s certified independent accountants; and 
 (2) all current reports
that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports. 
 The
availability of the foregoing reports on the SEC’s EDGAR filing system will be deemed to satisfy the foregoing delivery requirements. 

  
  

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 All such reports will be prepared in all material respects in accordance with all
of the rules and regulations applicable to such reports. 
 If, notwithstanding the foregoing, the SEC will not accept the
Issuer’s filings for any reason, the Issuer will post the reports referred to in this Section 4.03(a) on its website within the time periods applicable to a non-accelerated filer that would apply if the Issuer were required to file those
reports with the SEC. 
 (b) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries (other than
Unrestricted Subsidiaries that, when taken together with all other Unrestricted Subsidiaries, are “minor” within the meaning of Rule 3-10 of Regulation S-X), then the quarterly and annual financial information required by
Section 4.03(a) will include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. 

(c) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or
information required by this Section 4.03 shall be deemed cured (and the Issuer shall be deemed to be in compliance with this Section 4.03) upon furnishing or filing such report or information as contemplated by this Section 4.03 (but
without regard to the date on which such report or information is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article 6 hereof if the principal, premium, if any, and interest have
been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. 

(d) For so long as any Notes remain outstanding, the Issuer will furnish to the Holders and Beneficial Owners of the Notes
and to securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(e) This Section 4.03 does not impose any duty on the Issuer under the Sarbanes Oxley Act of 2002 and the related SEC
rules that would not otherwise be applicable. 
 (f) The Issuer will be deemed to have furnished to the Holders and
Beneficial Owners of the Notes and to securities analysts and prospective investors the reports referred to in clauses (1) and (2) of Section 4.03(a) or the information referred to in Section 4.03(d) if the Issuer has posted such
reports or information on the Issuer Website. For purposes of this Section 4.03, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address http://www.memorialrd.com or
such other address as the Issuer may from time to time designate in writing to the Trustee. 
  

	 	Section 4.04	Compliance Certificate.  

 (a) The Issuer and each Guarantor (to the
extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 120 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2014, an Officers’ Certificate stating


  
  

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that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether
the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto). 

(b) So long as any of the Notes are outstanding, upon any Officer of the issuer becoming aware of any Default or Event of
Default, the Issuer shall deliver to the Trustee a written statement specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect thereto within 30 days after such Officer becomes aware of the
occurrence and continuance of such Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period. 
  

	 	Section 4.05	Taxes.  

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

	 	Section 4.06	Stay, Extension and Usury Laws.  

 The Issuer and each of the Guarantors
covenants (to the extent that it 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 wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, 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 has been enacted. 

 

	 	Section 4.07	Restricted Payments.  

 (a) The Issuer will not, and will not permit any
of its Restricted Subsidiaries to, directly or indirectly: 
 (1) declare or pay any dividend or make any
other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its
Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Issuer and other than dividends or distributions payable to the Issuer or a Restricted Subsidiary of the Issuer); 

  
  

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 (2) repurchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer or any direct or indirect parent of the Issuer other than through the exchange therefor solely of Equity
Interests (other than Disqualified Stock) of the Issuer and other than any acquisition or retirement for value from, or payment to, the Issuer or any Restricted Subsidiary of the Issuer; 

(3) make any payment on or with respect to, or repurchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding (a) any intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries and
(b) the repurchase or other acquisition or retirement for value of any such Indebtedness in anticipation of satisfying a sinking fund or other payment obligation due within one year of the date of such repurchase or other acquisition or
retirement for value), except a payment of interest or principal at the Stated Maturity thereof; or 
 (4)
make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) of this Section 4.07(a), being collectively referred to as “Restricted Payments”), 

unless, at the time of and after giving effect to such Restricted Payment, 

(A) no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur
as a consequence of such Restricted Payment; 
 (B) the Issuer would, at the time of such Restricted Payment
and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in Section 4.09(a) hereof; and 
 (C) such Restricted Payment, together
with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries since the Measurement Date (excluding Restricted Payments permitted by clauses (2) through (15) of Section 4.07(b)), is less
than the sum, without duplication, of: 
 (i) 50% of the Consolidated Net Income of the Issuer for the
period (taken as one accounting period) beginning October 1, 2013 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus 

  
  

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 (ii) 100% of the aggregate net cash proceeds and the Fair Market
Value of any Capital Stock of Persons engaged primarily in the Oil and Gas Business or any other assets that are used or useful in the Oil and Gas Business other than cash, in each case received by the Issuer since the Measurement Date as a
contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified Stock) or received by the Issuer from the issue or sale of convertible or exchangeable Disqualified Stock or convertible
or exchangeable debt securities of the Issuer that have been converted into or exchanged for such Equity Interests since the Measurement Date or from the issue or sale of options, warrants or rights to purchase such Equity Interests that have been
exercised for such Equity Interests since the Measurement Date (other than, in either case, Equity Interests (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan, option plan
or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by the Issuer or any Restricted Subsidiary (unless such loans have been repaid with cash on or prior
to the date of determination)); plus 
 (iii) to the extent not already included in Consolidated Net Income
for such period, if any Restricted Investment that was made by the Issuer or any of its Restricted Subsidiaries after the Measurement Date is sold (other than to the Issuer or any Restricted Subsidiary of the Issuer) or otherwise cancelled,
liquidated or repaid, 100% of the aggregate cash, and the Fair Market Value of any property other than cash, constituting the return of capital to the Issuer or any of its Restricted Subsidiaries with respect to such Restricted Investment resulting
from such sale, cancellation, liquidation or repayment (less any out-of-pocket costs incurred in connection with any such sale); plus 

(iv) the amount by which Indebtedness of the Issuer or its Restricted Subsidiaries is reduced on the
Issuer’s balance sheet upon the conversion or exchange (other than by a Restricted Subsidiary of the Issuer) subsequent to the Measurement Date of any such Indebtedness of the Issuer or its Restricted Subsidiaries convertible or exchangeable
for Equity Interests (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the Fair Market Value of any other property (other than such Equity Interests), distributed by the Issuer upon such conversion or exchange and
excluding the net cash proceeds from the conversion or exchange financed, directly or indirectly, using funds borrowed from the Issuer or any Restricted Subsidiary), together with the net proceeds, if any, received by the Issuer or any of its
Restricted Subsidiaries upon such conversion or exchange; plus 
 (v) to the extent that any Unrestricted
Subsidiary of the Issuer designated as such after the Measurement Date is redesignated as a 

  
  

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Restricted Subsidiary pursuant to the terms of this Indenture or is merged or consolidated with or into, or transfers or otherwise disposes of all of substantially all of its properties or assets
to or is liquidated into, the Issuer or a Restricted Subsidiary after the Measurement Date, the lesser of, as of the date of such redesignation, merger, consolidation, transfer, disposition or liquidation, (A) the Fair Market Value of the
Issuer’s Restricted Investment in such Subsidiary (or of the properties or assets disposed of, as applicable) as of the date of such redesignation, merger, consolidation, transfer, disposition or liquidation and (B) such Fair Market Value
as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Measurement Date; plus 

(vi) the amount equal to the net reduction in Restricted Investments made since the Measurement Date resulting
from dividends, distributions, redemptions or repurchases, proceeds of sales or other dispositions thereof, interest payments, repayments of loans or advances, releases of guarantees or other transfers of assets (including transfers as a result of a
merger or liquidation), in each case to the Issuer or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) in respect of Restricted Investments; plus 

(vii) to the extent not included in clause (vi), any dividends received in cash by the Issuer or any of its
Restricted Subsidiaries since the Measurement Date from an Unrestricted Subsidiary, to the extent such dividends were not otherwise included in the Consolidated Net Income of the Issuer for such period. 

(b) The provisions of Section 4.07(a) will not prohibit any of the following actions: 

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the
date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture; 

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided
that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Equity Interests for purposes of clause (C)(ii) of Section 4.07(a) and will not be considered to be net
cash proceeds from an Equity Offering for purposes of Section 3.07 hereof; 
 (3) the payment of any
dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Issuer to the holders of its Equity Interests on a pro rata basis (or a basis more favorable to the
Issuer); 

  
  

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 (4) the repurchase, redemption, defeasance, satisfaction and
discharge or other acquisition or retirement for value of Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee or any Disqualified Stock of the Issuer out or with the net cash proceeds
from a substantially concurrent incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the
Issuer or any Restricted Subsidiary of the Issuer held by any current or former officer, director or employee of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, equity option agreement,
unitholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $15.0 million in any calendar year (with any portion of such
$15.0 million amount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount), plus (a) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from sales of Equity
Interests of the Issuer to employees or directors of the Issuer that occur after the Measurement Date (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by
virtue of clause (C)(ii) of Section 4.07(a)), plus (b) the cash proceeds of key man life insurance policies received by the Issuer or any of its Restricted Subsidiaries after the Measurement Date, less (c) the amount of payments
previously effected by using amounts specified in the foregoing clauses (a) and (b); 
 (6) loans or
advances to employees of the Issuer or employees or directors of any Subsidiary of the Issuer, in each case as permitted by Section 402 of the Sarbanes-Oxley Act of 2002, the proceeds of which are used to purchase Capital Stock of the Issuer,
or to refinance loans or advances made pursuant to this clause (6), in an aggregate amount not in excess of $5.0 million at any one time outstanding; 

(7) the repurchase or other acquisition or retirement for value of Equity Interests deemed to occur upon the
exercise, conversion or exchange of units or other equity options, warrants, incentives or other rights to acquire Equity Interests to the extent such Equity Interests represent a portion of the exercise, conversion or exchange price of those unit
or other equity options or other rights and any repurchase or other acquisition or retirement for value of Equity Interests made in lieu of withholding taxes in connection with any exercise, conversion or exchange of units or other equity options,
warrants, incentives or other rights to acquire Equity Interests; 
 (8) the repurchase, redemption or other
acquisition or retirement for value of Equity Interests of the Issuer or any Restricted Subsidiary of the Issuer representing fractional units of such Equity Interests in connection with a merger or consolidation involving the Issuer or such
Restricted Subsidiary or any other transaction permitted by this Indenture; 

  
  

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 (9) any payments in connection with a consolidation, merger or
transfer of assets in connection with a transaction that is not prohibited by this Indenture not to exceed $10.0 million in the aggregate after the Measurement Date; 

(10) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series
of Disqualified Stock of the Issuer or any Preferred Stock of any Restricted Subsidiary of the Issuer issued on or after the Measurement Date in accordance with Section 4.09; 

(11) payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of
its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional units upon (i) the exercise of options or warrants, incentives or other rights to acquire Equity Interests or (ii) the exercise, conversion or
exchange of Equity Interests of any such Person; 
 (12) the purchase, redemption or other acquisition or
retirement for value of Indebtedness that is subordinated or junior in right of payment to the Notes or any Note Guarantee at a purchase price not greater than (i) 101% of the principal amount of such subordinated or junior Indebtedness in the
event of a Change of Control or (ii) 100% of the principal amount of such subordinated or junior Indebtedness in the event of an Asset Sale, in each case, plus accrued and unpaid interest thereon, in connection with any change of control offer
or prepayment offer required by the terms of such Indebtedness, but only if (a) in the case of a Change of Control, the Issuer has first complied with and fully satisfied its obligations in accordance with Section 4.15, or (b) in the
case of an Asset Sale, the Issuer has complied with and fully satisfied its obligations in accordance with Section 4.10; 

(13) so long as the Issuer is a pass-through entity for U.S. federal income tax purposes, Permitted Tax
Distributions; 
 (14) the payment in December 2013 of up to $220 million as a dividend or distribution to
the Issuer’s equity holders using the net proceeds of the PIK Notes; and 
 (15) any Restricted
Payment, which when combined with the outstanding amount of all other Restricted Payments effected pursuant to this clause (15) after the Measurement Date, does not exceed $50.0 million. 

The amount of all Restricted Payments (other than cash) will be the Fair Market Value, on the date of the Restricted Payment,
of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Issuer or any of its Restricted Subsidiaries, as the case may be, pursuant to the Restricted Payment, except that the Fair
Market Value of any non-cash dividend paid within 60 days after the date of declaration will be determined as of such date of declaration. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by
this Section 4.07 will be determined in accordance with the definition of that term. For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment (or payment or other transaction that, except for
being a Permitted Investment or Permitted Payment, would constitute a Restricted Payment) 

  
  

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meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (15) of Section 4.07(b), or is permitted pursuant to
Section 4.07(a) or is a Permitted Investment or Permitted Payment, the Issuer will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment or other such transaction (or
portion thereof) on the date made or later reclassify such Restricted Payment or other such transaction (or portion thereof) in any manner that complies with this Section 4.07. “Permitted Payment” means any transaction
expressly excluded from clauses (1), (2) and (3) of Section 4.07(a). 
 For purposes of this Section 4.07 and
the definition of “Permitted Investments,” a contribution, sale or incurrence will be deemed to be “substantially concurrent” if the related Restricted Payment or purchase, repurchase, redemption, defeasance, satisfaction and
discharge, retirement or other acquisition for value or payment of principal or acquisition of assets or Capital Stock occurs within 180 days before or after such contribution, sale or incurrence. For purposes of this Section 4.07, references
to “the Issuer” include MRD LLC. 
  

	 	Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  


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

(1) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted
Subsidiaries, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; provided that (i) the priority that any series of Preferred Stock of a Restricted Subsidiary has in receiving dividends or liquidating
distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to pay or make dividends or distributions on Capital Stock for purposes
of this Section 4.08 and (ii) the subordination of Indebtedness owed to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by any Restricted Subsidiary shall not be deemed a restriction on the ability to pay
Indebtedness; 
 (2) make loans or advances to the Issuer or any of its Restricted Subsidiaries (it being
understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or
advances); or 
 (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its
Restricted Subsidiaries. 
 (b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or
restrictions existing under or by reason of: 
 (1) the Credit Agreement as in effect on the date of this
Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, 

  
  

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replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not
materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture, as determined in good faith by the Issuer; 

(2) this Indenture, the Notes and the Note Guarantees; 

(3) agreements governing other Indebtedness permitted to be incurred under the provisions of Section 4.09
hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than
those contained in this Indenture, the Notes and the Note Guarantees or the Credit Agreement as in effect on the date of this Indenture, as determined in good faith by the Issuer; 

(4) applicable law, rule, regulation, order, approval, license, permit or similar restriction; 

(5) any instrument governing Indebtedness or Capital Stock or other agreement of a Person acquired (including
by merger or consolidation), or the assets of which are acquired, by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock or other agreement was
incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so
acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 

(6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar
operational agreements or in licenses, easements or leases, in each case, entered into in the ordinary course of business; 

(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease
Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a); 

(8) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by
that Restricted Subsidiary pending its sale or other disposition; 
 (9) Permitted Refinancing Indebtedness;
provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being
refinanced, as determined in good faith by the Issuer; 
 (10) Liens permitted to be incurred under the
provisions of Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; 

  
  

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 (11) provisions limiting the disposition or distribution of
assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, shareholders’ agreements, partnership agreements and other similar agreements (including agreements entered into in
connection with a Restricted Investment) entered into with the approval of the Board of Directors of the Issuer or in the ordinary course of business, which limitation is applicable only to the assets or property that is the subject of such
agreements; 
 (12) any agreement or instrument relating to any property or assets acquired after the date
of this Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; 

(13) encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth requirements
imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; 

(14) any Preferred Stock issued by a Restricted Subsidiary of the Issuer; provided that issuance of
such Preferred Stock is permitted pursuant to Section 4.09 hereof and the terms of such Preferred Stock do not expressly restrict the ability of a Restricted Subsidiary of the Issuer to pay dividends or make any other distributions on its
Equity Interests (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends or making any other distributions on such other Equity Interests); 

(15) in the case of any Foreign Subsidiary, any encumbrance or restriction contained in the terms of any
Indebtedness or any agreement pursuant to which such Indebtedness was incurred if either (a) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or
agreement or (b) any such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the Notes, as determined in good faith by the Issuer; 

(16) Oil and Gas Hedging Contracts or Interest Rate Agreements permitted from time to time under this
Indenture; 
 (17) encumbrances and restrictions contained in contracts entered into in the ordinary course
of business, not relating to any Indebtedness, and that do not, taken as a whole, detract from the value of, or from the ability of the Issuer and its Restricted Subsidiaries to realize the value of, property or assets of the Issuer or any
Restricted Subsidiary in any manner material to the Issuer or any Restricted Subsidiary, as determined in good faith by the Issuer; provided that such encumbrances or restrictions will not materially affect the Issuer’s ability to make
principal or interest payments on the Notes, as determined in good faith by the Issuer; or 
 (18) any
Permitted Investment. 

  
  

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	 	Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock.  

 (a) The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), and the Issuer will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Preferred Stock; provided, however, that the
Issuer may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Preferred Stock, if the Fixed Charge Coverage Ratio for the Issuer’s
most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such Preferred Stock is issued, as the
case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the Preferred Stock
had been issued, as the case may be, at the beginning of such four-quarter period. 
 (b) Section 4.09(a) will not
prohibit the incurrence of any of the following items of Indebtedness or issuances of Disqualified Stock or Preferred Stock, as applicable (collectively, “Permitted Debt”): 

(1) the incurrence by the Issuer or any Restricted Subsidiary (whether as borrower or guarantor) of
Indebtedness and letters of credit under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $725.0 million and (ii) the sum of (x) $400.0 million and (y) 35.0% of Adjusted Consolidated Net Tangible Assets
determined on the date of such incurrence; 
 (2) the incurrence by the Issuer and its Restricted
Subsidiaries of the Existing Indebtedness; 
 (3) the incurrence by the Issuer and the Guarantors of
Indebtedness represented by (a) the Notes to be issued on the date of this Indenture, (b) the Exchange Notes issued pursuant to any Registration Rights Agreement; and (c) any Note Guarantees. 

(4) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness represented by Capital
Lease Obligations, mortgage financings or purchase money obligations or other Indebtedness, in each case, incurred for the purpose of financing all or any part of the purchase price or other acquisition cost or cost of design, construction,
installation, development, repair or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries (together with improvements, additions, accessions and contractual rights relating primarily
thereto), and any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause 

  
  

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(4), in an aggregate principal amount, when taken together with the outstanding amount of all other Indebtedness or Permitted Refinancing Indebtedness incurred pursuant to this clause (4), not to
exceed the greater of (a) $75.0 million and (b) 7.5% of Adjusted Consolidated Net Tangible Assets determined at the date of such incurrence; 

(5) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness
in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) or Disqualified Stock or Preferred Stock that was permitted by this Indenture
to be incurred under Section 4.09(a) or clause (2), (3), (5), (15) or (17) of this Section 4.09(b); 

(6) the incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness between or
among the Issuer and any of its Restricted Subsidiaries; provided, however, that: 
 (A) if the
Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not the Issuer or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect
to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and 
 (B) (i)
any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer and (ii) any sale or other transfer of any such Indebtedness to
a Person that is not either the Issuer or a Restricted Subsidiary of the Issuer, 
 will be deemed, in each case, to
constitute an incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the issuance by any of the Issuer’s Restricted Subsidiaries to the Issuer or to any of its Restricted
Subsidiaries of any Preferred Stock; provided, however, that: 
 (A) any subsequent issuance or
transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer; and 

(B) any sale or other transfer of any such Preferred Stock to a Person that is not either the Issuer or a
Restricted Subsidiary of the Issuer, 
 will be deemed, in each case, to constitute an issuance of such Preferred Stock by
such Restricted Subsidiary that was not permitted by this clause (7); 

  
  

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 (8) the incurrence by the Issuer or any of its Restricted
Subsidiaries of Hedging Obligations that are customary in the Oil and Gas Business and not for speculative purposes; 

(9) the Guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or a Restricted
Subsidiary of the Issuer to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu
with the Notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed, and if the Guarantee is by a Restricted Subsidiary that is not a Guarantor, the Indebtedness guaranteed
could have otherwise been incurred by such Restricted Subsidiary under this Section 4.09; 
 (10) the
incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, surety and similar bonds and completion guarantees issued
or provided by, or for the account of, the Issuer or a Restricted Subsidiary in the ordinary course of business and any Guarantees or obligations with respect to letters of credit functioning as or supporting any of the foregoing bonds or
obligations and workers’ compensation claims in the ordinary course of business; 
 (11) the incurrence
by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such
Indebtedness is covered within five Business Days; 
 (12) the incurrence by the Issuer or any of its
Restricted Subsidiaries of in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business; 

(13) the incurrence of any obligation arising from agreements of the Issuer or any Restricted Subsidiary of
the Issuer providing for indemnification, guarantees (other than guarantees of Indebtedness), adjustment of purchase price, holdbacks, earn outs or similar obligations, in each case, incurred or assumed in connection with the disposition or
acquisition of any business, assets or Capital Stock of a Restricted Subsidiary in a transaction permitted by this Indenture, provided such obligation is not reflected on the face of the balance sheet of the Issuer or any Restricted Subsidiary; 

(14) the incurrence by the Issuer or any of its Restricted Subsidiaries of liability in respect of
Indebtedness of any Unrestricted Subsidiary of the Issuer or any Joint Venture but only to the extent that such liability is the result of (a) the Issuer’s or any such Restricted Subsidiary’s being a general partner or member of, or
owner of an Equity Interest in, such Unrestricted Subsidiary or Joint Venture and not as guarantor of such Indebtedness and provided that after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under
this clause (14)(a) and then outstanding does not exceed the greater of (i) $50.0 million and (ii) 5.0% of Adjusted 

  
  

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Consolidated Net Tangible Assets determined on the date of such incurrence or (b) the pledge of (or a Guaranty limited in recourse solely to) Equity Interests in such Unrestricted Subsidiary
or Joint Venture held by the Issuer or such Restricted Subsidiary to secure such Indebtedness and solely to the extent such Indebtedness constitutes Non-Recourse Debt; 

(15) the incurrence by the Issuer or its Restricted Subsidiaries of Permitted Acquisition Indebtedness; 

(16) the incurrence by the Issuer or its Restricted Subsidiaries of Indebtedness consisting of the financing
of insurance premiums in customary amounts consistent with the operations and business of the Issuer and the Restricted Subsidiaries; and 

(17) the incurrence by the Issuer or any Restricted Subsidiary of additional Indebtedness or the issuance by
the Issuer of any Disqualified Stock or by any Restricted Subsidiary of Preferred Stock in an aggregate principal amount, when taken together with the outstanding amount of all other Indebtedness incurred or Disqualified Stock or Preferred Stock
issued pursuant to this clause (17), not to exceed the greater of (i) $100.0 million and (ii) 5.0% of Adjusted Consolidated Net Tangible Assets determined on the date of such incurrence or issuance. 

The Issuer will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by virtue of being unsecured or not having the
benefit of a Lien on assets, or guarantee of a Person, that benefits the other Indebtedness or having the benefit of such a Lien or guarantee ranking subordinate or junior to a Lien or guarantee benefitting the other Indebtedness. 

Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such
Indebtedness or Disqualified Stock or Preferred Stock but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09. For purposes of determining compliance with this Section 4.09, in
the event that an item of Indebtedness or Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) of this Section 4.09, or is entitled to be
incurred pursuant to Section 4.09(a), the Issuer will be permitted to divide, classify and reclassify such item of Indebtedness or Disqualified Stock or Preferred Stock on the date of its incurrence or issuance, or later redivide or reclassify
all or a portion of such item of Indebtedness or Disqualified Stock or Preferred Stock, in any manner (including by dividing and classifying such item of Indebtedness or Disqualified Stock or Preferred Stock in more than one type of Indebtedness or
Disqualified Stock or Preferred Stock permitted under this Section 4.09) that complies with this Section 4.09. 

  
  

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 The dollar equivalent principal amount of any Indebtedness denominated in a
foreign currency and incurred pursuant to any dollar-denominated restriction on the incurrence of Indebtedness shall be calculated based on the relevant exchange rates in effect at the time of incurrence, in the case of term Indebtedness, or first
committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 Notwithstanding any
other provision of this Section 4.09, the maximum amount of Indebtedness that the Issuer and the Restricted Subsidiaries may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the
exchange rates of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate
applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 

The accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount, the payment of
interest on any Indebtedness not secured by a Lien or on the Notes in the form of additional Indebtedness with the same term and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional securities of the same class
of Preferred Stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of this Section 4.09; provided that the amount thereof is included in
Fixed Charges of the Issuer as accrued to the extent required by the definition of such term. For purposes of this Section 4.09, (i) the accrual of an obligation to pay a premium in respect of Indebtedness or Disqualified Stock or
Preferred Stock arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Indebtedness or Disqualified Stock or Preferred Stock, and (ii) unrealized losses or charges in respect of Hedging
Agreements (including those resulting from the application of FASB ASC Topic No. 815, Derivatives and Hedging) will, in the case of (i) or (ii), not be deemed to be an incurrence of Indebtedness or Disqualified Stock or Preferred
Stock. Further, the accounting reclassification of any obligation or Disqualified Stock or Preferred Stock of the Issuer or any of its Restricted Subsidiaries as Indebtedness or Disqualified Stock or Preferred Stock will not be deemed an incurrence
of Indebtedness or issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 The
“amount” or “principal amount” of any Indebtedness or Preferred Stock or Disqualified Stock outstanding at any time of determination as used herein shall be as set forth below or, if not set forth below, determined in accordance
with GAAP: 
  

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



 

	 	(B)	 the principal amount of the Indebtedness, in the case of any other Indebtedness; 



  
  

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	 	(C)	 in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: 



(i) the Fair Market Value of such assets at the date of determination; and 

(ii) the amount of the Indebtedness of the other Person; 

 

	 	(D)	 in the case of any Capital Lease Obligation, the amount determined in accordance with the definition thereof; 



 

	 	(E)	 in the case of any Preferred Stock, (x) if other than Disqualified Stock, the greater of its voluntary or involuntary liquidation preference
and its maximum fixed redemption price or repurchase price or (y) if Disqualified Stock, as specified in the definition thereof; 


  

	 	(F)	 in the case of any Interest Rate Agreements included in Section 4.09(b), zero; 



 

	 	(G)	 in the case of all other unconditional obligations, the amount of the liability thereof determined in accordance with GAAP; and



  

	 	(H)	 in the case of all other contingent obligations, the maximum liability at such date of such Person. 



For purposes of determining any particular amount of Indebtedness, (i) guarantees of, or obligations in respect of
letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being
treated as incurred pursuant to clause (1) of Section 4.09(b) and the letters of credit relate to other Indebtedness, then the amount of such other Indebtedness equal to the face amount of such letters of credit shall not be included. If
Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn
under such letter of credit. 
  

	 	Section 4.10	Asset Sales. 

 The Issuer will not, and will not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless: 
 (a) the Issuer (or a Restricted Subsidiary, as the case may
be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise
disposed of; and 
 (b) (i) at least 75% of the aggregate consideration received in the Asset Sale by the Issuer or a
Restricted Subsidiary and all other Asset Sales since the date of this Indenture is in the form of cash or Cash Equivalents or (ii) the Fair Market Value of all forms of consideration other than cash or Cash Equivalents since the date of the
indenture does not exceed in the aggregate 10% of the Adjusted Consolidated Net Tangible Assets of the Issuer at the time such Asset Sale is made; 

  
  

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 provided, that in the case of an MLP Asset Transfer, in lieu of the requirement in clause
(b)(i), the Issuer, at its election, may meet the following requirements: 
 (x) at least 50% of the
Fair Market Value of the aggregate consideration received by the Issuer or a Restricted Subsidiary in the MLP Asset Transfer is in the form of cash or Cash Equivalents with the balance of the consideration received by the Issuer or a Restricted
Subsidiary in the MLP Asset Transfer consisting solely of Equity Interests in the MLP; and 
 (y) no Default
(other than a Reporting Default) or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. 

For purposes of this provision, each of the following will be deemed to be cash: 

(1) any liabilities, as shown on the Issuer’s most recent consolidated balance sheet, of the Issuer or
any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a novation or indemnity agreement
that releases the Issuer or such Restricted Subsidiary from or indemnifies against further liability (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Issuer or such Restricted
Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Issuer or such
Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a
negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); 

(2) with respect to any Asset Sale of Oil and Gas Properties by the Issuer or any of its Restricted
Subsidiaries where the Issuer or such Restricted Subsidiary retains an interest in such property, any agreement by the transferee (or an Affiliate thereof) to pay all or a portion of the costs and expenses of the Issuer or such Restricted Subsidiary
related to the exploration, development, completion or production of such properties and activities related thereto; 

(3) any securities, Notes or other obligations received by the Issuer or any Restricted Subsidiary from such
transferee that are, within 180 days of the Asset Sale, converted by the Issuer or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and 

(4) Additional Assets. 

  
  

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 (c) Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Issuer (or any Restricted Subsidiary) may apply such Net Proceeds at its option to any combination of the following: 

(1) to repay, redeem or repurchase any Senior Debt; 

(2) to invest in or acquire Additional Assets; or 

(3) to make capital expenditures in respect of the Issuer’s or any Restricted Subsidiaries’ Oil and
Gas Business. 
 (d) The requirement of clause (2) or (3) of Section 4.10(c) shall be deemed to be satisfied
if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Issuer (or any Restricted Subsidiary) with a Person other than a Restricted Subsidiary within the time period
specified in Section 4.10(c) and such Net Proceeds are subsequently applied in accordance with such contract within six months following the date such agreement is entered into. 

(e) Pending the final application of any Net Proceeds, the Issuer (or any Restricted Subsidiary) may temporarily reduce
Indebtedness under any Credit Facility or otherwise expend or invest the Net Proceeds in any manner that is not prohibited by this Indenture. 

(f) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(c) will constitute
“Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within five days thereof, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem, on a
pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the
maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased,
prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, to the date of purchase, prepayment or redemption, subject to the rights of
Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or any Restricted Subsidiary
may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the
Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor
is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate), based on the principal amounts tendered (with such adjustments as may be deemed appropriate by the Issuer


  
  

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so that only Notes in denominations of $2,000 and any integral multiple of $1,000 in excess thereof). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at
zero. The Issuer may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 360 day period or with respect to Excess Proceeds of $25.0 million or less. 

(g) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with
Section 3.09 or this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such
compliance. 
  

	 	Section 4.11	Transactions with Affiliates.  

 (a) The Issuer will not, and will not
permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate Transaction”) involving aggregate consideration to or from the Issuer or a Restricted
Subsidiary in excess of $5.0 million, unless: 
 (1) the Affiliate Transaction is on terms that are no less
favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person or, if, as determined in good faith by the
Issuer, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or the relevant Restricted Subsidiary from a financial point of view; and 

(2) the Issuer delivers to the Trustee: 

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $20.0 million, an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11; and 

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate
consideration in excess of $50.0 million, an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of
related Affiliate Transactions has been approved by a majority of the members of the Board of Directors of the Issuer and by a majority of the disinterested members of the Board of Directors of the Issuer, if any. 

  
  

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 (b) The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of Section 4.11(a) hereof: 
 (1) any employment
agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto; 

(2) transactions between or among the Issuer and/or its Restricted Subsidiaries; 

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

(4) payment of reasonable and customary fees and reimbursement of expenses (pursuant to indemnity agreements
or otherwise) of, or provision of directors’ and officers’ liability insurance, compensation, indemnification and other benefits to, officers, directors, employees or consultants of the Issuer or any of its Subsidiaries; 

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the
Issuer; 
 (6) any Restricted Payments or Permitted Investments or Permitted Payments that are permitted by
Section 4.07; 
 (7) transactions between the Issuer or any of its Restricted Subsidiaries and any
Person that would not otherwise constitute an Affiliate Transaction except for the fact that one director of such other Person is also a director of the Issuer or such Restricted Subsidiary, as applicable; provided that such director abstains
from voting as a director of the Issuer or such Restricted Subsidiary, as applicable, on any matter involving such other Person; 

(8) any transaction in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to
the Trustee a letter from an accounting, appraisal, advisory or investment banking firm of national standing stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or that such transaction
meets the requirements of Section 4.11(a)(1) hereof; 
 (9) (a) guarantees by the Issuer or any of its
Restricted Subsidiaries of performance of obligations of the Issuer’s Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Issuer or any
Restricted Subsidiary of the Issuer of (or any Guarantee by the Issuer or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of the Issuer’s
Unrestricted Subsidiaries; 

  
  

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 (10) transactions with Unrestricted Subsidiaries, customers,
clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking
into account all the costs and benefits associated with such transactions), not materially less favorable to the Issuer and its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Issuer or such
Restricted Subsidiary with an unrelated person or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case, as determined in good faith by the Issuer; 

(11) transactions (other than purchases or sales of assets) effected in accordance with the terms of
(a) the Omnibus Agreement and any other agreements that are described in the Offering Memorandum, in each case as such agreements are in effect on the date of this Indenture, (b) any amendment or replacement of any of such agreements or
(c) any agreement entered into hereafter that is similar to any such agreements, so long as, in the case of clause (b) or (c), the terms of any such amendment or replacement agreement or future agreement, taken as a whole, are no less
advantageous to the Issuer or no less favorable to the Holders in any material respect than the agreement so amended or replaced or the similar such agreement, respectively, as determined in good faith by the Issuer; 

(12) in the case of contracts for exploring for, producing, marketing, storing or otherwise handling
Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts entered into in the ordinary course of business and otherwise in compliance with the terms of this Indenture which
are fair to the Issuer and its Restricted Subsidiaries, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, in each case, as determined in good faith by the Issuer; and 

(13) loans or advances to employees in the ordinary course of business not to exceed $5.0 million in the
aggregate at any one time outstanding. 
  

	 	Section 4.12	Liens.  

 The Issuer will not and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now
owned or hereafter acquired, unless the Notes or any Note Guarantee of such Restricted Subsidiary, as applicable, are secured on an equal and ratable basis with the Indebtedness so secured (or, in the case of Indebtedness subordinated to the Notes
or any Note Guarantee, prior or senior thereto, with the same relative priority as the Notes or Note Guarantee shall have with respect to such subordinated Indebtedness) until such time as such Indebtedness is no longer secured by a Lien. Any Lien
created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien;
provided no Event of Default has occurred and is continuing at the time of such release and discharge.  

  
  

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	 	Section 4.13	[Reserved].  

  

	 	Section 4.14	Organizational Existence. 

 Subject to Article 5, the Issuer shall
do or cause to be done all things necessary to preserve and keep in full force and effect the existence, the rights (charter and statutory), licenses and franchises of the Issuer; provided, however, that the Issuer shall not be required to
preserve any such right, license or franchise if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer. 

 

	 	Section 4.15	Offer to Repurchase Upon Change of Control. 

 (a) If a Change of Control
occurs, each Holder of Notes will have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a cash tender offer (“Change
of Control Offer”) on the terms set forth in this Section 4.15. In the Change of Control Offer, the Issuer will offer a payment in cash (“Change of Control Payment”) equal to 101% of the aggregate principal amount of
Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to the date of purchase (the “Change of Control Purchase Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest
due on the relevant Interest Payment Date. 
 Within 30 days following any Change of Control, the Issuer will mail a notice
to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and
no later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Section 4.15 and described in such notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.15, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. 

(b) Promptly following the expiration of the Change of Control Offer, the Issuer will, to the extent lawful, accept for
payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, the Issuer will, on the Change of Control Purchase Date: 

(1) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes properly tendered; and 
 (2) deliver or cause to be delivered to the Trustee the Notes
properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer. 

Notes to be purchased shall, on the Change of Control Purchase Date, become due and payable at the Change of Control Payment, and from and
after such date (unless the Issuer shall default in depositing the Change of Control Payment) such Notes shall cease to accrue interest. The Paying 

  
  

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Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if such Notes are then in global form, it will make such payment thereon
through the facilities of DTC), and the Issuer will promptly issue a new Note, and the Trustee, upon written request from the Issuer, will promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder such new
Note in the principal amount equal to any unpurchased portion of the Notes surrendered by such Holder, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control
Purchase Date. 
 (c) The provisions described above that require the Issuer to make a Change of Control Offer following a
Change of Control will be applicable whether or not any other provisions of this Indenture are applicable. 
 (d)
Notwithstanding anything to the contrary in this Section 4.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the time and
otherwise in compliance with the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Issuer and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer,
(2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.03, unless and until there is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change
of Control, the Issuer has made an offer to purchase (an “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in
accordance with the terms of such Alternate Offer. 
 (e) Notwithstanding anything to the contrary contained in this
Indenture, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer
is made. 
 (f) In the event that upon consummation of a Change of Control Offer less than 10% of the aggregate principal
amount of the Notes (including, without limitation, additional Notes, if any) that were originally issued are held by Holders other than the Issuer or Affiliates thereof, the Issuer will have the right, upon not less than 30 nor more than 60 days
prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control
Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes that remain outstanding, to the date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive
interest on the relevant Interest Payment Date. 
  

	 	Section 4.16	Additional Note Guarantees. 

 If, after the date of this Indenture, any
Restricted Subsidiary of the Issuer that is not already a Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Issuer or any Guarantor in excess of the De Minimis Guaranteed Amount, then such Restricted
Subsidiary will become a Guarantor by executing a supplemental indenture 

  
  

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and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the
preceding shall not apply to Subsidiaries of the Issuer that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the
preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released at such time as such Guarantor ceases to Guarantee or
otherwise be an obligor with respect to any other Indebtedness of the Issuer or any other Guarantor in excess of the De Minimis Guaranteed Amount; provided no Event of Default has occurred and is continuing at the time of such release. 

 

	 	Section 4.17	Designation of Restricted and Unrestricted Subsidiaries. 

 The Board of
Directors of the Issuer may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value
of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to either be an Investment made as a “Restricted Payment” as of the time of the
designation that will reduce the amount available for Restricted Payments under Section 4.07(a) hereof or represent a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined in good faith by the
Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. 

Any designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with
the Trustee a certified copy of a resolution of the Board of Directors of the Issuer giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by
Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in
default of Section 4.09. 
 The Board of Directors of the Issuer may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Issuer; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted
Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, with the Fixed Charge Coverage Ratio calculated on a pro forma basis as if such designation had occurred at the
beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. 

  
  

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	 	Section 4.18	Covenant Termination. 

 Notwithstanding any provision of this
Indenture or of the Notes to the contrary, if at any time following the date of this Indenture (a) the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons
outside of the control of the Issuer, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the
Issuer as a replacement agency), (b) no Default or Event of Default shall have occurred and be continuing under this Indenture and (c) the Issuer has delivered to the Trustee an Officers’ Certificate certifying to such events,
Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12 and 4.17 and Section 5.01(a)(4) of this Indenture will terminate and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections. 

ARTICLE 5 
 SUCCESSORS 

 

	 	Section 5.01	Merger, Consolidation or Sale of Assets. 

 (a) The Issuer shall not,
directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the survivor), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or
assets, in one or more related transactions, to another Person, unless: 
 (1) either: (a) the Issuer
is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person
organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that at any time such surviving Person is a limited liability company or limited partnership, there
shall be a co-issuer of the Notes that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; 

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the
Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes, this Indenture and any Registration Rights Agreement pursuant to a supplemental
indenture or other agreement in a form reasonably satisfactory to the Trustee; 
 (3) immediately after such
transaction, no Default or Event of Default exists; 

  
  

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 (4) immediately after giving effect to such transaction and any
related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either 

(A) the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the
Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09; or 
 (B) the Fixed Charge Coverage Ratio of the Issuer or the Person formed by or
surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of the Issuer
immediately prior to such transaction; and 
 (5) the Issuer has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such supplemental indenture, if any, comply with this Indenture. 

(b) Notwithstanding the restrictions described in Section 5.01(a)(4), (i) any Restricted Subsidiary of the Issuer
may consolidate with or merge into the Issuer and (ii) the Issuer may consolidate with or merge into or dispose all or substantially all of its properties or assets to any Guarantor; and the Issuer, in the case of (i) or (ii), will not be
required to comply with Section 5.01(a)(4) in connection with any such consolidation, merger or disposition. 
 (c)
Notwithstanding Section 5.01(a), the Issuer may reorganize as any other form of entity in accordance with the following procedures provided that: 

(1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or
otherwise) of the Issuer into a form of entity other than a corporation formed under Delaware law; 
 (2)
the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia; 

(3) the entity so formed by or resulting from such reorganization assumes all the obligations of the Issuer
under the Notes, this Indenture, and any Registration Rights Agreement pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the Trustee; 

(4) immediately after such reorganization no Default (other than a Reporting Default) or Event of Default
exists; and 
 (5) such reorganization is not materially adverse to the Holders or Beneficial Owners of the
Notes (for purposes of this clause (5) a reorganization will not be considered materially adverse to the Holders or Beneficial Owners of the Notes solely because the successor or survivor of such reorganization (a) is subject to federal or
state income taxation as an entity or (b) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of the Code or any similar state or local law). 

  
  

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 (d) For purposes of this Section 5.01, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Issuer, the Capital Stock of which constitutes all or substantially all of
the properties or assets of the Issuer, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Issuer. 
  

	 	Section 5.02	Successor Issuer Substituted. 

 Upon any consolidation or merger,
or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof,
the successor Person formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every
right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the predecessor Issuer herein and shall be substituted for the Issuer (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor Person and not to the predecessor Issuer) and such predecessor
Issuer shall be discharged and released from all of its obligations and covenants under this Indenture, the Notes and any Registration Rights Agreement and the Trustee shall enter into a supplemental indenture to evidence the succession and
substitution of such successor and such discharge and release of such predecessor Issuer; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, or premium or interest, if any, on,
the Notes in the case of a lease of all or substantially all of the Issuer’s properties or assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof. 

ARTICLE 6 
 DEFAULTS AND REMEDIES

  

	 	Section 6.01	Events of Default. 

 Each of the following is an “Event of
Default”: 
 (a) default for 30 days in the payment when due of interest on the Notes; 

(b) default in the payment when due (at Stated Maturity, upon redemption or otherwise) of the principal of, or premium, if
any, on, the Notes; 
 (c) failure by the Issuer for 30 days after written notice has been given, by certified mail,
(1) to the Issuer by the Trustee or (2) to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with the provisions of Section 3.09, 4.10 or 4.15 hereof; 

(d) failure by the Issuer to comply with Section 5.01 hereof; 

(e) failure by the Issuer for 120 days after written notice has been given, by certified mail, (1) to the Issuer by the
Trustee or (2) to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with Section 4.03; 

  
  

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 (f) failure by the Issuer for 60 days after written notice has been given, by
certified mail, (1) to the Issuer by the Trustee or (2) to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of the other agreements in this Indenture;

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

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

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under
which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; provided, however, if, prior to any acceleration of the Notes, (i) any such Payment Default is cured or
waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 60 day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration, as the
case may be, any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment, decree or
applicable law; 
 (h) failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a
court or courts of competent jurisdiction aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid,
discharged or stayed, for a period of 60 days; 
 (i) the Issuer or any of the Issuer’s Restricted Subsidiaries that
is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(1) commences a voluntary case, 

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

  
  

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 (3) consents to the appointment of a custodian of it or for all
or substantially all of its property, 
 (4) makes a general assignment for the benefit of its creditors, or

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

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

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

(2) appoints a custodian of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is
a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; or 

(3) orders the liquidation of the Issuer or any of the Issuer’s Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary; 

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

(k) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or
invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such
Note Guarantee in accordance with this Indenture. 
  

	 	Section 6.02	Acceleration. 

 In the case of an Event of Default specified in clause
(i) or (j) of Section 6.01 hereof, with respect to the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute a
Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount
of the then outstanding Notes may declare all the Notes to be due and payable immediately. 
 Upon any such declaration, the
Notes shall become due and payable immediately. 

  
  

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 The Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under this Indenture, if the rescission would not conflict with
any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the Notes. 
  

	 	Section 6.03	Other Remedies. 

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

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

	 	Section 6.04	Waiver of Past Defaults. 

 The Holders of a majority in aggregate
principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of principal of, premium on, if any, or interest on, the Notes (including in connection with an offer to purchase) or as otherwise specified in Section 9.02. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

 

	 	Section 6.05	Control by Majority. 

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

 

	 	Section 6.06	Limitation on Suits. 

 No Holder of a Note may pursue any remedy with
respect to this Indenture or the Notes unless: 
 (a) such Holder has previously given the Trustee written notice that an
Event of Default is continuing; 

  
  

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 (b) Holders of at least 25% in aggregate principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy; 
 (c) such Holder or Holders offer and, if
requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense; 

(d) the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or
indemnity; and 
 (e) during such 60-day period, Holders of a majority in aggregate principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with such request. 
 A Holder of a Note may not use this
Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
  

	 	Section 6.07	Rights of Holders of Notes to Receive Payment. 

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

 

	 	Section 6.08	Collection Suit by Trustee. 

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

	 	Section 6.09	Trustee May File Proofs of Claim. 

 The Trustee is authorized to file
such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the 

  
  

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Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  

	 	Section 6.10	Priorities. 

 If the Trustee collects any money pursuant to this Article
6, it shall pay out the money in the following order: 
 First: to the Trustee, its agents and
attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 

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

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

The Trustee may fix a record date and payment date for any payment to Holders of the Notes pursuant to this Section 6.10.

  

	 	Section 6.11	Undertaking for Costs. 

 In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 

ARTICLE 7 
 TRUSTEE 

 

	 	Section 7.01	Duties of Trustee. 

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

  
  

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from
liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No provision of this Indenture will require
the Trustee to expend or risk its own funds or incur any liability. The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee
security and indemnity reasonably satisfactory to it against any loss, liability or expense. 
 (f) The Trustee will not be
liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

  
  

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	 	Section 7.02	Rights of Trustee. 

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

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

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any
agent appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 
 (e) Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer. 

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request
or direction. 
 (g) The Trustee shall not be deemed to have notice of a Default or an Event of Default unless a
Responsible Officer of the Trustee has actual knowledge of such Default or Event of Default. 
  

	 	Section 7.03	Individual Rights of Trustee. 

 The Trustee in its individual or any
other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest (as defined in the TIA) after a Default has occurred and is continuing it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign.
Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  

	 	Section 7.04	Trustee’s Disclaimer. 

 The Trustee will not be responsible for and
makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the 

  
  

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proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication. 
  

	 	Section 7.05	Notice of Defaults. 

 If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee will mail to Holders of the Notes a notice of the Default or Event of Default within 90 days after the Trustee becomes aware of any such Default or Event of Default. Except in the case of a
Default or Event of Default in payment of principal of, premium on, if any, or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders of the Notes. 
  

	 	Section 7.06	Reports by Trustee to Holders of the Notes. 

 (a) Within 60 days after
each December 1 beginning with December 1, 2014, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA §313(a) (but if no
event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2). The Trustee will also transmit by mail all reports as
required by TIA §313(c). 
 (b) A copy of each report at the time of its mailing to the Holders of the Notes will be
mailed by the Trustee to the Issuer and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA §313(d). The Issuer will promptly notify the Trustee when the Notes are listed on any stock
exchange. 
  

	 	Section 7.07	Compensation and Indemnity. 

 (a) The Issuer will pay to the Trustee
from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 (b) The Issuer and the Guarantors will indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer and the
Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee will notify the Issuer promptly of any claim for which it 

  
  

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may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer or any of the Guarantors of their obligations hereunder. The Issuer or such Guarantor will defend
the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuer will pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor need pay for any settlement made without
its consent, which consent will not be unreasonably withheld. 
 (c) The obligations of the Issuer and the Guarantors under
this Section 7.07 will survive the satisfaction and discharge of this Indenture. 
 (d) To secure the Issuer’s
and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or
interest on, particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the
Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or (j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law. 
 (f) The Trustee will comply with the
provisions of TIA §313(b)(2) to the extent applicable. 
  

	 	Section 7.08	Replacement of Trustee. 

 (a) A resignation or removal of the Trustee
and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. 

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer.
The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer 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 or an order for relief is entered with respect to the
Trustee under any Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its
property; or 
 (4) the Trustee becomes incapable of acting. 

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

  
  

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 (d) If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to
comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

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

 

	 	Section 7.09	Successor Trustee by Merger, etc. 

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

 

	 	Section 7.10	Eligibility; Disqualification. 

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

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

	 	Section 7.11	Preferential Collection of Claims Against Issuer. 

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

  
  

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 ARTICLE 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 
  

	 	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance. 

 The Issuer
may at any time, at the option of its Board of Directors evidenced by resolutions set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the
conditions set forth below in this Article 8. 
  

	 	Section 8.02	Legal Defeasance and Discharge. 

 Upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from
their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the
Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder: 

(a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or
interest on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 
 (b) the
Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof; 
 (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’ obligations in connection therewith; and 

(d) this Article 8. 

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof. 
  

	 	Section 8.03	Covenant Defeasance. 

 Upon the Issuer’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their respective
obligations under the covenants contained in Sections 3.09, 4.03, 4.04 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof and clause (4) of Section 5.01(a) hereof with respect


  
  

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to all the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will
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 will continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes and Note Guarantees, the Issuer and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(c), (d), (f), (g), (h) and (k) hereof will not constitute Events of Default. 

 

	 	Section 8.04	Conditions to Legal or Covenant Defeasance. 

 In order to exercise either
Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 
 (a) the Issuer must irrevocably
deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank,
appraisal firm or firm of independent public accountants, to pay the principal of, premium on, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the
Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; 

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

  
  

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

(d) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings, all or a portion of which are to be applied to
such deposit); 
 (e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or
constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or any Guarantor is a party or by which the
Issuer or any Guarantor is bound; 
 (f) the Issuer must deliver to the Trustee an Officers’ Certificate stating that
the deposit was not made by the Issuer with the intent of preferring the Holders of the Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and 

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

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


Subject to Section 8.06 hereof, all money and non-callable 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 hereof in respect of the outstanding Notes will be held in trust and applied
by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes
of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 

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

  
  

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 Notwithstanding anything in this Article 8 to the contrary, the Trustee will
deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance. 
  

	 	Section 8.06	Repayment to Issuer. 

 Any money deposited with the Trustee or any
Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium on, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, and interest, has become due and
payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that, if any Definitive Note is then outstanding, the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Issuer 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 will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. 

 

	 	Section 8.07	Reinstatement. 

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

AMENDMENT, SUPPLEMENT AND WAIVER 
  

	 	Section 9.01	Without Consent of Holders of Notes. 

 Notwithstanding Section 9.02
of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees: 

(a) to cure any ambiguity, defect or inconsistency; 

  
  

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 (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders
of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s properties or assets, as applicable; 

(d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under this Indenture of any Holder; 
 (e) to comply with requirements of the SEC in
order to effect or maintain the qualification of this Indenture under the TIA; 
 (f) to conform the text of this
Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum; 

(g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the
date hereof; 
 (h) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof;

 (i) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as
provided in this Indenture; 
 (j) to evidence or provide for the acceptance of appointment under this Indenture of a
successor Trustee; or 
 (k) to provide for the reorganization of the Issuer as any other form of entity in accordance with
Section 5.01(c). 
 Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in
Section 9.05 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Section 9.01 and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 

Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the
Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02. 

  
  

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	 	Section 9.02	With Consent of Holders of Notes. 

 Except as provided below in this
Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived, in each case with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02. However, without the consent of each Holder affected, an amendment, supplement or
waiver may not (with respect to any Notes held by a non-consenting Holder): 
 (a) reduce the principal amount of Notes
whose Holders must consent to an amendment, supplement or waiver; 
 (b) reduce the principal of or change the fixed
maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (other than provisions under Sections 3.09, 4.10 or 4.15); 

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

(d) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (except
(i) a payment required by Section 3.09, 4.10 or 4.15 or (ii) a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that
resulted from such acceleration); 
 (e) make any Note payable in money other than that stated in the Notes; 

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the
Notes to receive payments of principal of, premium on, if any, or interest on, the Notes (other than a payment required by Section 3.09, 4.10 or 4.15); 

(g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 3.09,
4.10 or 4.15); 
 (h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except
in accordance with the terms of this Indenture; or 
 (i) make any change in the preceding amendment, supplement and waiver
provisions. 

  
  

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 Upon the request of the Issuer accompanied by resolutions of its Board of
Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of the Notes as aforesaid, and upon receipt by the Trustee
of the documents described in Section 9.06 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. 

The consent of the Holders is not necessary under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Indenture requiring the approval of the Holders becomes
effective, the Issuer will mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in the notice, will not impair or affect the validity of the amendment,
supplement or waiver. 
  

	 	Section 9.03	Revocation and Effect of Consents. 

 Until an amendment, supplement or
waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if
notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement
or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder unless it makes a change described in any of clauses (a) through (i) of the first paragraph of
Section 9.02, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to such amendment, supplement or waiver and every subsequent Holder of a Note or portion of a Note that evidences the same
indebtedness as the consenting Holder’s Note. 
  

	 	Section 9.04	Notation on or Exchange of Notes. 

 The Trustee may place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the validity and
effect of such amendment, supplement or waiver. 

  
  

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	 	Section 9.05	Trustee to Sign Amendments, etc. 

 The Trustee will sign any amended or
supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee will
be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted by this Indenture. 
  

	 	Section 9.06	Effect of Supplemental Indentures. 

 Upon the execution of any
amended or supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such amended or supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby. 
 ARTICLE 10 

NOTE GUARANTEES 
  

	 	Section 10.01	Guarantee. 

 (a) Subject to this Article 10, each of the Guarantors
hereby, jointly and severally, unconditionally Guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the
Notes or the obligations of the Issuer hereunder or thereunder, that: 
 (1) the principal of, premium on,
if any, and interest on, the Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and
all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that
same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. 

Failing payment when due of any amount so Guaranteed or any performance so Guaranteed for whatever reason, the Guarantors will
be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a Guarantee of payment and not a Guarantee of collection. 

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity
or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of 

  
  

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the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, 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 Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. 

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any
custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be
reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will 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 Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee,
on the other hand, (1) the maturity of the obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations Guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become
due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the
Note Guarantee. 
  

	 	Section 10.02	Limitation on Guarantor Liability. 

 Each Guarantor and, by its
acceptance of Notes, each Holder hereby confirm that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that
the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its
Note Guarantee not constituting a fraudulent transfer or conveyance. Until such time as the Notes are paid in full, each Guarantor hereby waives all rights of subrogation or contribution, whether arising by contract or operation of law (including
any such right arising under federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to the provisions of this Article 10. 

  
  

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	 	Section 10.03	Note Guarantee Evidenced by Indenture. 

 The Guarantee of any Guarantor
shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any Guarantor that is not party to this Indenture on the date hereof, a supplemental indenture hereto) and not by an endorsement on, or attachment to, any
Note or any Guarantee or notation thereof. 
 Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantors. 
 In the event that the Issuer or any of its Restricted
Subsidiaries creates or acquires any Restricted Subsidiary after the date of this Indenture, if required by Section 4.16 hereof, the Issuer will cause such Restricted Subsidiary to comply with the provisions of Section 4.16 hereof and this
Article 10, to the extent applicable. 
  

	 	Section 10.04	Guarantors May Consolidate, etc., on Certain Terms. 

 A Guarantor may not
sell or otherwise dispose of, in one or a series of related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person,
other than the Issuer or another Guarantor, unless: 
 (a) immediately after giving effect to such transaction or series of
transactions, no Default or Event of Default exists; and 
 (b) either: 

(1) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed
by or surviving any such consolidation or merger (if other than the Guarantor) unconditionally assumes all the obligations of that Guarantor under its Note Guarantee and this Indenture pursuant to a supplemental indenture or other agreement in form
reasonably satisfactory to the Trustee; or 
 (2) such transaction or series of transactions does not
violate Section 4.10 hereof. 
 In case of any such consolidation, merger, sale or other disposition and upon the
assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 

  
  

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	 	Section 10.05	Releases. 

 The Note Guarantee of a Guarantor shall be released, and such
Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Indenture, in each case without any further action on the part of the Trustee or any Holder of the Notes: 

(a) in connection with any sale or other disposition of all or substantially all of the properties or assets of that
Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate
Section 4.10 hereof; 
 (b) in connection with any sale or other disposition of the Capital Stock of that Guarantor to
a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a
Restricted Subsidiary of the Issuer as a result of the sale or other disposition; 
 (c) if the Issuer designates such
Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; 
 (d) upon Legal Defeasance or
Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; 

(e) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is
continuing; 
 (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to
the Issuer or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or 

(g) at such time as such Guarantor ceases to guarantee or otherwise be an obligor with respect to any other Indebtedness of
the Issuer or any other Guarantor in excess of the De Minimis Guaranteed Amount; provided no Event of Default has occurred that is continuing. 

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain
liable for the full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Article 10. 

  
  

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 ARTICLE 11

SATISFACTION AND DISCHARGE 
  

	 	Section 11.01	Satisfaction and Discharge. 

 This Indenture will be discharged and will
cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in this Article 11), and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging such satisfaction and discharge of this Indenture, when: 
 (a) either: 

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

(2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable or will
become due and payable within one year by reason of the mailing of a notice of redemption or otherwise and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on
the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and interest to the date of Stated Maturity or redemption; 

(b) in respect of subclause (2) of clause (a) of this Section 11.01, no Event of Default has occurred and is
continuing on the date of the deposit (other than an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such
borrowings, all or a portion of which are to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the
Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings, all or a
portion of which are to be applied to such deposit); 
 (c) the Issuer has paid or caused to be paid all other sums payable
by the Issuer under this Indenture; and 
 (d) the Issuer has delivered irrevocable instructions to the Trustee to apply
the deposited money toward the payment of the Notes at Stated Maturity or on the redemption date, as the case may be. 

  
  

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 In addition, the Issuer must deliver an Officers’ Certificate and an Opinion
of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, if money or Government Securities have been deposited with
the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of
Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 
  

	 	Section 11.02	Application of Trust Money. 

 Subject to the provisions of
Section 8.06 hereof, all money or Government Securities deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money or
Government Securities have been deposited with the Trustee; but such money or Government Securities need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01
hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium on, if any, or interest on, any Notes
because of the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 

Notwithstanding the above, the Trustee shall pay to the Issuer from time to time upon its request any money or Government
Securities held by it as provided in this Section 11.02 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof
that would then be required to be deposited to effect satisfaction and discharge under this Article 11. 
 Any money
or Government Securities deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and
premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer 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 Issuer, cause to be published once, in The New York Times or 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 notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer. 

  
  

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 ARTICLE 12

MISCELLANEOUS 
  

	 	Section 12.01	Trust Indenture Act Controls. 

 If any provision of this Indenture
limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control. If any provision hereof limits, qualifies or conflicts with a provision of the TIA which is required to be a part of and govern this
Indenture, such required provision of the TIA shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to this Indenture as
so modified or shall be excluded, as the case may be. 
  

	 	Section 12.02	Notices. 

 Any notice or communication by the Issuer, any Guarantor or
the Trustee to the others is duly given if in writing in the English language and delivered in Person or by first class mail (registered or certified, return receipt requested), electronic image scan, facsimile transmission or overnight air courier
guaranteeing next day delivery, to the others’ address: 
 If to any of the Issuer and the Guarantors: 

Memorial Resource Development LLC 

1301 McKinney Street, Suite 2100 

Houston, TX 77010 

Facsimile No.: (713) 588-8301 

Attention: Vice President, Finance 

If to the Trustee: 

U.S. Bank National Association 

5555 San Felipe Street, Suite 1150 

Houston, TX 77056 

Facsimile No.: (713) 235-9213 

Attention: Corporate Trust Services 

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for
subsequent notices or communications. Notices given by publication will be deemed given on the first date on which publication is made. 

All notices and communications (other than those sent to Holders) will 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 transmitted by electronic image scan or facsimile; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 

  
  

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 Any notice or communication to a Holder will be mailed by first class mail,
certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery, to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed to any Person described in
TIA §313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it. 
 If the Issuer mails a notice or communication to Holders, the Issuer will mail a copy to
the Trustee and each Agent at the same time. 
 In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by the Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver. 
 Where this Indenture provides for notice of any event to a Holder of a Global Note,
such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the
giving of such notice. 
  

	 	Section 12.03	Communication by Holders of Notes with Other Holders of Notes. 

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

 

	 	Section 12.04	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or
application by the Issuer to the Trustee to take any action under this Indenture (except in connection with the original issuance of Notes on the date hereof), the Issuer shall furnish to the Trustee: 

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

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

  
  

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	 	Section 12.05	Statements Required in Certificate or Opinion. 

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

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

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and 

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

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

Any certificate or opinion of an Officer with respect to any Person may be based, insofar as it relates to legal matters, upon
a certificate or opinion of, or representations by, counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar as it relates to factual matters, upon certificates of public officials or upon a certificate or opinion of, or representations
by, an Officer or Officers with respect to any Person stating that the information with respect to such factual matters is in the possession of such Person (or, if such Person is a limited partnership, such Person’s general partner) unless such
counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 

  
  

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	 	Section 12.06	Rules by Trustee and Agents. 

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

	 	Section 12.07	No Personal Liability of Directors, Officers, Employees and Members. 

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

	 	Section 12.08	Governing Law. 

 THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

	 	Section 12.09	No Adverse Interpretation of Other Agreements. 

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

 

	 	Section 12.10	Successors. 

 All agreements of the Issuer in this Indenture and the
Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof. 

 

	 	Section 12.11	Severability. 

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

	 	Section 12.12	Counterpart Originals. 

 The parties may sign any number of copies of
this Indenture, and each party hereto may sign any number of separate copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes. 

  
  

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	 	Section 12.13	Table of Contents, Headings, etc. 

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

	 	Section 12.14	Payment Date Other Than a Business Day. 

 If any scheduled payment with
respect to any principal of, premium on, if any, or interest on, any Note is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made
on such date, and no interest will accrue for the intervening period. 
  

	 	Section 12.15	Action by Holders. 

 (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given, made or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents
duly appointed in writing, and may be given, made or taken in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee
and the Issuer if made in the manner provided in this Section 12.15. 
 Without limiting the generality of this
Section 12.15, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including a Depositary or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act provided in or pursuant to this Indenture to be given, made or taken by the Holders, and a Depositary or its nominee that is a Holder of a Global Note may duly appoint
in writing as its agent or agents members of, or participants in, such Depositary holding interests in such Global Note in the records of such Depositary; and (ii) with respect to any Global Note the Depositary for which is DTC, any consent or
other action given, made or taken by an “agent member” of DTC by electronic means in accordance with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to
constitute the “Act” of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the Issuer and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or
other action having been so given, made or taken in accordance with the customary procedures of DTC. 

  
  

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 (b) The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.
The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 

(c) Notwithstanding anything to the contrary contained in this Section 12.15 or elsewhere in this Indenture, the
principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.03. 

(d) If the Issuer shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Issuer may, at its option, by or pursuant to a resolution of its Board of Directors, fix in advance a record date for the determination of the Holders entitled to give, make or take such request, demand, authorization,
direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Notwithstanding TIA §316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of the Holders generally in connection therewith or the date of the most recent list of the Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.05 and
not later than the date such solicitation is completed. If such a record date is fixed, then notwithstanding the second sentence of Section 9.04, any instrument embodying and evidencing such request, demand, authorization, direction, notice,
consent, waiver or other Act may be executed before or after such record date, but only the Holders of record at the close of business on such record date (whether or not such Persons were Holders before, or continue to be Holders after, such record
date) shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have given, made or taken such request, demand, authorization, direction, notice, consent, waiver or other
Act, and (except to the extent otherwise required by the TIA) for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such Act by the Holders of record on any record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after such record date. 

(e) Subject to Section 9.04, any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done
by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. 
 (f)
Without limiting the foregoing, a Holder entitled hereunder to give, make or take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly
appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. 

(g) For purposes of this Indenture, any action by the Holders which may be taken in writing may be taken by electronic means
or as otherwise reasonably acceptable to the Trustee. 

  
  

124 








	 	Section 12.16	Benefit of Indenture. 

 Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and their successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

 

	 	Section 12.17	Language of Notices, Etc. 

 Any request, demand, authorization,
direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 

[Signatures on following page] 

  
  

125 







 SIGNATURES 

Dated as of July 10, 2014 
  

					
	MEMORIAL RESOURCE DEVELOPMENT CORP.
		
	 By:
	 	 /s/ John A. Weinzierl

		 	 Name:
	 	 John A. Weinzierl

		 	 Title:
	 	 Chief Executive Officer

	
	MEMORIAL RESOURCE FINANCE CORP.
		
	 By:
	 	 /s/ John A. Weinzierl

		 	 Name:
	 	 John A. Weinzierl

		 	 Title:
	 	 Chief Executive Officer

	
	CLASSIC HYDROCARBONS GP CO., L.L.C.
	CLASSIC HYDROCARBONS HOLDINGS, L.P.
	 By:
	 	 Classic Hydrocarbons GP Co., L.L.C., its

		 	 general partner

	 CLASSIC OPERATING CO. LLC

	 By:
	 	 Classic Hydrocarbons, Inc.,

		 	 its sole member

	CLASSIC HYDROCARBONS OPERATING, LLC
	 CLASSIC HYDROCARBONS, INC.

	 CRATON ENERGY GP III, LLC

	 CRATON ENERGY HOLDINGS III, LP

	 By:
	 	 Craton Energy GP III, LLC,

		 	 its general partner

		
	 By:
	 	 /s/ John A. Weinzierl

		 	 Name:
	 	 John A. Weinzierl

		 	 Title:
	 	 President




  
  

[Signature Page to Indenture] 







 
					
	 MRD OPERATING LLC
 BETA
OPERATING COMPANY, LLC
 WILDHORSE RESOURCES, LLC

		
	 By:
	 	 Memorial Resource Development Corp.,

its sole member

		
	 By:
	 	 /s/ John A. Weinzierl

		 	 Name:
	 	 John A. Weinzierl

		 	 Title:
	 	 Chief Executive Officer




  
  

[Signature Page to Indenture] 







 
					
	U.S. BANK NATIONAL ASSOCIATION,
	
	 as Trustee

		
	 By:
	 	 /s/ Steven Finklea

		 	 Name:
	 	 Steven Finklea

		 	 Title:
	 	 Vice President




  
  

[Signature Page to Indenture] 







 EXHIBIT A 

[Face of Note] 
  

CUSIP [        ] 

5.875% Senior Notes due 2022 
  

			
	 No.     
	 	$        

 MEMORIAL RESOURCE DEVELOPMENT CORP. 

promises to pay, to              or registered assigns, the principal sum of
             DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Global Note] on July 1, 2022. 

Interest Payment Dates: January 1 and July 1 
 Record
Dates: December 15 and June 15 
 Dated:             , 2014 

 

			
	MEMORIAL RESOURCE DEVELOPMENT CORP.
		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	
	 Certificate of Authentication:

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

	
	 U.S. Bank National Association, as Trustee

		
	 By:
	 	  

		 	Authorized Signatory


  
  

A-1 







 [Back of Note] 

5.875% Senior Notes due 2022 
 [Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated. 
 (1) INTEREST. Memorial
Resource Development Corp., a Delaware corporation (the “Issuer”), promises to pay or cause to be paid interest on the principal amount of this Note at a rate of 5.875% per annum. The Issuer will pay interest semi-annually in
arrears on January 1 and July 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”); provided that the first Interest Payment Date shall be
January 1, 2015. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Issuer will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is equal to the then applicable interest rate on the Notes to the extent lawful; the
Issuer will 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), from time to time on demand at the same rate to the extent
lawful. [All references in the Indenture or this Note to “interest” shall be deemed to include Additional Interest, if any, unless the context requires otherwise. The Issuer will pay all Additional Interest, if any, in the same manner on
the dates and in the amounts set forth in the applicable Registration Rights Agreement.]1 
 Interest will be
computed on the basis of a 360-day year comprised of twelve 30-day months. 
 (2) METHOD
OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the December 15 and June 15
next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will
be payable as to principal, premium, if any, and interest, at the office or agency of the Issuer maintained for such purpose within the City and State of New York, or, at the option of the Issuer, payment of interest, may be made by check mailed to
the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to 

 

	1	 For Restricted Notes only. 



  
  

A-2 







 
principal of, and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent. Such
payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) PAYING AGENT AND
REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without notice to any Holder. The
Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. 
 (4)
INDENTURE. The Issuer issued the Notes under an Indenture dated as of July 10, 2014 (the “Indenture”) among the Issuer, the Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and, those made part of the Indenture by reference to the TIA. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Issuer. The Indenture does not limit the aggregate principal amount of Notes
that may be issued thereunder. 
 (5) OPTIONAL
REDEMPTION. 
 (a) At any time prior to July 1, 2017, the
Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more Equity Offerings by the Issuer, upon notice as provided in this Indenture, at a redemption price equal
to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment
Date); provided that (1) at least 65% of the aggregate principal amount of Notes (including, without limitation, any Additional Notes) originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries)
remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. 

(b) At any time prior to July 1, 2017, the Issuer may on any one or more occasions redeem all or a part of
the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to the date of redemption, subject to the
rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. 

(c) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the
conditions in, Section 4.15(f) of the Indenture. 
 (d) Except pursuant to the preceding paragraphs, the
Notes will not be redeemable at the Issuer’s option prior to July 1, 2017. 

  
  

A-3 







 (e) On and after July 1, 2017, the Issuer may on any one or
more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest on the Notes redeemed, to the
applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 1 of the years indicated below:

  

					
	 Year
	  	Percentage	 
	 2017
	  	 	104.406	% 
	 2018
	  	 	102.938	% 
	 2019
	  	 	101.469	% 
	 2020 and thereafter
	  	 	100.000	% 

 (6) MANDATORY REDEMPTION. The Issuer is
not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 (7)
REPURCHASE AT THE OPTION OF HOLDER. 

(a) If there is a Change of Control, the Issuer will be required to make a cash tender offer (a “Change
of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”).
Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) If the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within five days of
each date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem, on a pro rata basis (based on principal amounts of Notes and pari
passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other pari passu
Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any
Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the
relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise


  
  

A-4 







 
prohibited by the Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the Trustee
will select the Notes to be purchased on a pro rata basis (except as provided in Section 4.10 of the Indenture with respect to Global Notes), based on the amounts tendered. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the
form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
 (8)
NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to
each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of the Indenture pursuant to Article 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $2,000 or integral multiples of $1,000 in excess thereof. 

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The
Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes or similar governmental charges required by law or permitted by the Indenture. The Issuer need not exchange
or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date. 

(10) PERSONS DEEMED OWNERS. The registered
Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture. 

(11) AMENDMENT, SUPPLEMENT AND
WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the
Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be
amended or supplemented: to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Issuer’s or a Guarantor’s obligations to
Holders of the Notes and Note 

  
  

A-5 







 
Guarantees by a successor to the Issuer or such Guarantor pursuant to the Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any Holder; to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Indenture, the
Notes, the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to secure the
Notes or the Note Guarantees pursuant to the requirement of Section 4.12 of the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; to
evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee; or to provide for the reorganization of the Issuer as any other form of entity in accordance with Section 5.01(c). 

(12) DEFAULTS AND REMEDIES. Events of
Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due (at Stated Maturity, upon redemption or otherwise) of the principal of, or premium on, if any, the Notes,
(iii) failure by the Issuer for 30 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with the provisions of Section 3.09, 4.10 or 4.15 of the
Indenture; (iv) failure by the Issuer to comply with the provisions of Section 5.01 of the Indenture; (v) failure by the Issuer for 120 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding to comply with Section 4.03 of the Indenture; (vi) failure by the Issuer for 60 days after written notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding to comply with any of the other agreements in the Indenture; (vii) default under certain other agreements relating to Indebtedness of the Issuer or any of its Restricted Subsidiaries which default is a
Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (viii) failure by the Issuer or any of its Restricted Subsidiaries to pay certain final judgments entered by a court or courts of competent
jurisdiction aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed, for a
period of 60 days; (ix) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary; and (x) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any
Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such Note Guarantee in accordance with the Indenture. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency with respect to the Issuer, any Restricted Subsidiary of the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Issuer that, taken together, would constitute
a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event 

  
  

A-6 







 
of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal and any accrued and unpaid
interest on all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of
any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive an existing Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (including in connection with an offer to purchase any Notes). The Issuer is required to deliver to the Trustee annually an
Officers’ Certificate regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default within
30 days after such Officer becomes aware of the occurrence and continuance of such Default or Event of Default. 

(13) TRUSTEE DEALINGS WITH
ISSUER. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates,
as if it were not the Trustee. 
 (14) NO RECOURSE AGAINST
OTHERS. No past, present or future director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any
obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

(15) AUTHENTICATION. This Note will not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent. 
 (16)
ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

(17) [ADDITIONAL RIGHTS OF HOLDERS
OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of July 10, 

  
  

A-7 







 
2014, among the Issuer, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive
Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuer, the Guarantors and the other parties thereto, relating to rights given by the Issuer and the Guarantors to the purchasers of any Additional
Notes (collectively, the “Registration Rights Agreement”).]2 
 (18) CUSIP
NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other
identification numbers placed thereon. 
 (19) GOVERNING LAW. THE INDENTURE, THE NOTES AND THE NOTE
GUARANTEES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Issuer will
furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 
 Memorial
Resource Development Corp. 
 1301 McKinney Street, Suite 2100 

Houston, TX 77010 

Facsimile No.: (713) 588-8301 

Attention: Vice President, Finance 

 

	2	 For Restricted Notes only. 



  
  

A-8 







 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

			
	 (I) or (we) assign and transfer this Note to:
	  	  

		  	(Insert assignee’s legal name)

  
  

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

 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                         
                    to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

			
	 Date:
	 	  


  

			
	 Your Signature:
	 	  

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


  

			
	 Signature Guarantee*:
	 	  


  

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



  
  

A-9 







 OPTION OF HOLDER TO
ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuer pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 

 ̈  Section 4.10           
  ̈  Section 4.15 
 If you want to elect to have only
part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 

$             

 

			
	 Date:
	 	  


  

			
	 Your Signature:
	 	  

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



 

			
	 Tax Identification No.:
	 	  



  

			
	 Signature Guarantee*:
	 	  


  

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



  
  

A-10 







 SCHEDULE OF INCREASES OR
DECREASES OF INTERESTS IN THE GLOBAL NOTE * 

The following increases or decreases in principal amount of this Global Note have been made: 

 

									
	 Date of Increase or Decrease
	  	Amount of
decrease in
Principal
Amount of
this Global Note	  	Amount of
increase in
Principal
Amount of
this Global Note	  	Principal
Amount
of this Global
Note following
such decrease 
(or increase)	  	Signature of
authorized
officer of Trustee
or Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

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



  
  

A-11 







 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 Memorial
Resource Development Corp. 
 1301 McKinney Street, Suite 2100 

Houston, TX 77010 
 U.S. Bank National
Association 
 5555 San Felipe Street, Suite 1150 

Houston, TX 77056 
 Facsimile No.:
(713) 235-9213 
 Attention: Corporate Trust Services 

Re: 5.875% Senior Notes due 2022 

Reference is hereby made to the Indenture, dated as of July 10, 2014 (the “Indenture”), among Memorial
Resource Development Corp, a Delaware corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture. 

                     (the
“Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or
interests (the “Transfer”), to
                                         (the
“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: 

[CHECK ALL THAT APPLY] 

1.  ̈ Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act. 

  
  

B-1 







 2.  ̈ Check if Transferee
will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market
and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S under the Securities Act, and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note
and in the Indenture and the Securities Act. 
 3.  ̈ Check and
complete if, among other things, Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer
is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky
securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 

(a)  ̈ such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act; 
 or 

(b)  ̈ such Transfer is being effected to the Issuer or a
subsidiary thereof; 
 or 

(c)  ̈ such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act; 
 or 

(d)  ̈ such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is 

  
  

B-2 







 
supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of
which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act. 

4.  ̈ Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or an Unrestricted Definitive Note. 
 (a)
 ̈ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 

(b)  ̈ Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture. 
 (c)  ̈ Check if Transfer is
Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the
transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 

  
  

B-3 







 This certificate and the statements contained herein are made for your benefit
and the benefit of the Issuer. 
  

			
	  

	 [Insert Name of Transferor]

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

					
		 	 Dated:
	 	  



  
  

B-4 







 ANNEX A TO CERTIFICATE OF TRANSFER 

 

	1.	 The Transferor owns and proposes to transfer the following: 



[CHECK ONE OF (a) OR (b)] 
  

	 	(a)	  ̈ a beneficial interest in the: 



 

	 	(i)	  ̈ 144A Global Note (CUSIP
                    ), or 


  

	 	(ii)	  ̈ Regulation S Global Note (CUSIP
                    ), or 


  

	 	(iii)	  ̈ IAI Global Note (CUSIP
                    ); or 


  

	 	(b)	  ̈ a Restricted Definitive Note. 



 

	2.	 After the Transfer the Transferee will hold: 



[CHECK ONE] 
  

	 	(a)	  ̈ a beneficial interest in the: 



 

	 	(i)	  ̈ 144A Global Note (CUSIP
                    ), or 


  

	 	(ii)	  ̈ Regulation S Global Note (CUSIP
                    ), or 


  

	 	(iii)	  ̈ IAI Global Note (CUSIP
                    ); or 


  

	 	(iv)	  ̈ Unrestricted Global Note (CUSIP
                    ); or 


  

	 	(b)	  ̈ a Restricted Definitive Note; or 



 

	 	(c)	  ̈ an Unrestricted Definitive Note, 



in accordance with the terms of the Indenture. 

  
  

B-5 







 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 Memorial
Resource Development Corp. 
 1301 McKinney Street, Suite 2100 

Houston, TX 77010 
 U.S. Bank National
Association 
 5555 San Felipe Street, Suite 1150 

Houston, TX 77056 
 Facsimile No.:
(713) 235-9213 
 Attention: Corporate Trust Services 
  

	 	Re:	 5.875% Senior Notes due 2022 



(CUSIP [                    ]) 

Reference is hereby made to the Indenture, dated as of July 10, 2014 (the “Indenture”), among Memorial
Resource Development Corp., a Delaware corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture. 

                     (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $        in such Note[s] or interests (the
“Exchange”). In connection with the Exchange, the Owner hereby certifies that: 
 1. Exchange
of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note 

(a)  ̈ Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(b)  ̈ Check if Exchange is from beneficial interest in a Restricted Global
Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the 

  
  

C-1 







 
Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

(c)  ̈ Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States. 
 (d)
 ̈ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted
Definitive Notes or Beneficial Interests in Restricted Global Notes 
 (a)
 ̈ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted
Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act. 
 (b)  ̈ Check if Exchange is from
Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
 ̈ 144A Global Note,  ̈ Regulation S Global Note,  ̈ IAI Global Note with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, and in 

  
  

C-2 







 
compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer. 

 

			
		 	  

		 	 [Insert Name of Transferor]

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	 Dated:
	 	  



  
  

C-3 







 EXHIBIT D 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 

Memorial Resource Development Corp. 
 5 Houston Center 

1401 McKinney Street, Suite 2400 
 Houston, Texas 77070 

U.S. Bank National Association 

5555 San Felipe Street, Suite 1150 

Houston, TX 77056 
 Facsimile No.:
(713) 235-9213 
 Attention: Corporate Trust Services 
  

	 	Re:	 5.875% Senior Notes due 2022 



Reference is hereby made to the Indenture, dated as of July 10, 2014 (the “Indenture”), among Memorial
Resource Development Corp., a Delaware corporation (the “Issuer”), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Indenture. 
 In connection with our proposed purchase of $        aggregate
principal amount of: 
 (a)  ̈ a beneficial interest in a Global Note, or

 (b)  ̈ a Definitive Note, 

we confirm that: 

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and
conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the “Securities Act”). 
 2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Issuer or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional
buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuer a signed
letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that
such transfer is in compliance with the 

  
  

D-1 







 
Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act
or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 

3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to
you and the Issuer such certifications, legal opinions and other information as you and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by
us will bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we
and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are
acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 
  

			
	  

	 [Insert Name of Accredited Investor]

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  

			
	 Dated:
	 	  



  
  

D-2 







 EXHIBIT E 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
                    , among                     
(the “Guaranteeing Subsidiary”), a subsidiary of Memorial Resource Development Corp., a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
National Association, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”),
dated as of July 10, 2014 providing for the issuance of 5.875% Senior Notes due 2022 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally Guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note
Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute
and deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the other Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture. 
 2. GUARANTEE. The Guaranteeing Subsidiary hereby
unconditionally Guarantees all of the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture including but not limited to Article 10 thereof. 

3. NO RECOURSE AGAINST OTHERS. No director, officer, partner,
employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture or the Note Guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the
Notes. 
 4. NEW YORK LAW TO GOVERN. THE SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. 

  
  

E-1 







 5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 6.
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Issuer. 

  
  

E-2 







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

					
		 	 Dated:
	 	  


  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	  

		 	Name:
		 	Title:
	
	MEMORIAL RESOURCE DEVELOPMENT CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	[EXISTING GUARANTORS]
		
	By:	 	  

		 	Name:
		 	Title:
	
	U.S. BANK NATIONAL ASSOCIATION,
	As Trustee
		
	By:	 	  

		 	Authorized Signatory



  
  

E-3