Exhibit 4.1


 






 


Ultra Petroleum Corp.,


as Issuer


 


and


 


U.S. Bank National Association,


as Trustee


 


INDENTURE


 


Dated as of September 18, 2014


 


6.125% Senior Notes due 2024


 





 



 




    	 



    	 



    

 


CROSS-REFERENCE TABLE*


  


	TRUST INDENTURE ACT SECTION	INDENTURE SECTION
	310 (a)(1)	Section 7.10
	(a)(2)	Section 7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	Section 7.10
	(b)	Section 7.10
	(c)	N.A.
	311 (a)	Section 7.11
	(b)	Section 7.11
	(c)	N.A.
	312 (a)	Section 2.06
	(b)	Section 12.03
	(c)	Section 12.03
	313 (a)	Section 7.06(a)
	(b)(1)	N.A.
	(b)(2)	Section 7.06(a)
	(c)	Section 7.06(a), Section 12.02
	(d)	Section 7.06(b)
	(a)(4)	Section 12.05
	(b)	N.A.
	(c)(1)	N.A.
	(c)(2)	N.A.
	(c)(3)	N.A.
	(d)	N.A.
	(e)	Section 12.05
	(f)	N.A.
	315 (a)	N.A.
	(b)	N.A.
	(c)	N.A.
	(d)	N.A.
	(e)	N.A.
	316 (a)(last sentence)	N.A.
	(a)(1)(A)	N.A.
	(a)(1)(B)	Section 6.04
	(a)(2)	N.A.
	(b)	N.A.
	(c)	Section 12.14(d)
	317 (a)(1)	N.A.
	(a)(2)	N.A.
	(b)	N.A.
	318 (a)	N.A.
	(b)	N.A
	(c)	Section 12.10


 





 






N.A. means not applicable.


 


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



 




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TABLE OF CONTENTS


 


	Article I	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	1
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	37
	Section 1.03	Incorporation by Reference of Trust Indenture Act	38
	Section 1.04	Rules of Construction	38
	 	 	 
	Article II	 
	THE NOTES	38
	Section 2.01	Form And Dating	38
	Section 2.02	Execution and Authentication	40
	Section 2.03	Methods of Receiving Payments on the Notes	41
	Section 2.04	Registrar and Paying Agent	41
	Section 2.05	Paying Agent to Hold Money in Trust	42
	Section 2.06	Holder Lists	42
	Section 2.07	Transfer and Exchange	42
	Section 2.08	Replacement Notes	56
	Section 2.09	Outstanding Notes	56
	Section 2.10	Treasury Notes	57
	Section 2.11	Temporary Notes	57
	Section 2.12	Cancellation	57
	Section 2.13	Defaulted Interest	57
	Section 2.14	CUSIP Numbers	58
	Section 2.15	Additional Interest	58
	Section 2.16	Additional Amounts	58
	Section 2.17	Issuance of Additional Notes	58
	 	 	 
	Article III	 
	REDEMPTION AND PREPAYMENT	59
	Section 3.01	Notice to Trustee	59
	Section 3.02	Selection of Notes to Be Redeemed	59
	Section 3.03	Notice of Redemption	59
	Section 3.04	Effect of Notice of Redemption	60
	Section 3.05	Deposit of Redemption Price	60
	Section 3.06	Notes Redeemed in Part	61
	Section 3.07	Optional Redemption	61
	Section 3.08	Mandatory Redemption	62
	Section 3.09	Application of Trust Money	62
	Section 3.10	Tax Redemption	62
	Section 3.11	Escrow of Proceeds; Special Mandatory Redemption	63
	 	 	 
	Article IV	 
	COVENANTS	63
	Section 4.01	Payment of Notes	63
	Section 4.02	Maintenance of Office or Agency	64
	Section 4.03	Reports	64
	Section 4.04	Compliance Certificate	65


 




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	Section 4.05	Taxes	65
	Section 4.06	Stay, Extension and Usury Laws	65
	Section 4.07	Limitation on Indebtedness and Preferred Stock	66
	Section 4.08	Limitation on Restricted Payments	69
	Section 4.09	Limitation on Liens	74
	Section 4.10	Limitation on Restrictions on Distributions from Restricted Subsidiaries	74
	Section 4.11	Limitation on Sales of Assets and Subsidiary Stock	77
	Section 4.12	Limitation on Affiliate Transactions	80
	Section 4.13	Future Subsidiary Guarantors	82
	Section 4.14	Business Activities	82
	Section 4.15	Offer to Repurchase Upon a Change of Control	82
	Section 4.16	Termination of Covenants	85
	Section 4.17	Payment of Additional Amounts	85
	 	 	 
	Article V	 
	SUCCESSORS	88
	Section 5.01	Merger and Consolidation	88
	 	 	 
	Article VI	 
	DEFAULTS AND REMEDIES	90
	Section 6.01	Events of Default	90
	Section 6.02	Acceleration	92
	Section 6.03	Other Remedies	93
	Section 6.04	Waiver of Past Defaults	93
	Section 6.05	Control by Majority	94
	Section 6.06	Limitation on Suits	94
	Section 6.07	Rights of Holders of Notes to Receive Payment	94
	Section 6.08	Collection Suit by Trustee	94
	Section 6.09	Trustee May File Proofs of Claim	94
	Section 6.10	Priorities	95
	Section 6.11	Undertaking for Costs	95
	 	 	 
	Article VII	 
	TRUSTEE	96
	Section 7.01	Duties of Trustee	96
	Section 7.02	Certain Rights of Trustee	97
	Section 7.03	Individual Rights of Trustee	98
	Section 7.04	Trustee’s Disclaimer	98
	Section 7.05	Notice of Default	98
	Section 7.06	Reports by Trustee to Holders of the Notes	98
	Section 7.07	Compensation and Indemnity	99
	Section 7.08	Replacement of Trustee	100
	Section 7.09	Successor Trustee by Merger, Etc.	101
	Section 7.10	Eligibility; Disqualification	101
	Section 7.11	Preferential Collection of Claims Against Company	101
	 	 	 
	Article VIII	 
	DEFEASANCE AND COVENANT DEFEASANCE	101


 




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	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	101
	Section 8.02	Legal Defeasance and Discharge	102
	Section 8.03	Covenant Defeasance	102
	Section 8.04	Conditions to Legal Defeasance or Covenant Defeasance	103
	Section 8.05	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
    Provisions	104
	Section 8.06	Repayment to the Company	104
	Section 8.07	Reinstatement	104
	 	 	 
	Article IX	 
	AMENDMENT, SUPPLEMENT AND WAIVER	105
	Section 9.01	Without Consent of Holders of Notes	105
	Section 9.02	With Consent of Holders of Notes	106
	Section 9.03	Compliance with Trust Indenture Act	107
	Section 9.04	Revocation and Effect of Consents	107
	Section 9.05	Notation on or Exchange of Notes	108
	Section 9.06	Trustee to Sign Amendments, Etc.	108
	 	 	 
	Article X	 
	SUBSIDIARY GUARANTEES	108
	Section 10.01	Subsidiary Guarantee	108
	Section 10.02	Limitation on Subsidiary Guarantor Liability	109
	Section 10.03	Execution and Delivery of Notation of Guarantee	110
	Section 10.04	Releases of Subsidiary Guarantors	110
	 	 	 
	Article XI	 
	SATISFACTION AND DISCHARGE	111
	Section 11.01	Satisfaction and Discharge	111
	Section 11.02	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
    Provisions	112
	Section 11.03	Repayment to the Company	112
	Section 11.04	Reinstatement	112
	 	 	 
	Article XII	 
	MISCELLANEOUS	113
	Section 12.01	No Adverse Interpretation of Other Agreements	113
	Section 12.02	Notices	113
	Section 12.03	Communication by Holders of Notes with Other Holders of Notes	114
	Section 12.04	Certificate and Opinion as to Conditions Precedent	114
	Section 12.05	Statements Required in Certificate or Opinion	114
	Section 12.06	Rules by Trustee and Agents	115
	Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	115
	Section 12.08	Governing Law	115
	Section 12.09	Agent for Service; Submission to Jurisdiction	116
	Section 12.10	Trust Indenture Act Controls	116
	Section 12.11	Successors	117
	Section 12.12	Severability	117
	Section 12.13	Counterpart Originals	117


 




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	Section 12.14	Acts of Holders.	117
	Section 12.15	Benefit of Indenture.	118
	Section 12.16	Table of Contents, Headings, Etc.	118
	Section 12.17	Indemnification for Foreign Currency Judgments	119


 


EXHIBITS


	Exhibit A	Form of Note
	Exhibit B-1	Form of Certificate of Transfer
	Exhibit B-2	Form of Certificate of Transfer for Institutional Accredited Investors
	Exhibit C	Form of Certificate of Exchange
	Exhibit D	Form of Notation of Guarantee
	Exhibit E	Form of Guarantor Supplemental Indenture


  




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INDENTURE (this “Indenture”),
dated as of September 18, 2014, by and between Ultra Petroleum Corp., a Yukon corporation (the “Company”), and
U.S. Bank National Association, as trustee (the “Trustee”).


 


The Company and the Trustee
agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Company’s
6.125% Senior Notes due 2024 (as further defined herein, the “Notes”):


 


Article
I


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 shall be
issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


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


 


“Additional
Assets” means:


 


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


 


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


 


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


 


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


 


“Additional
Interest” means any additional interest payable pursuant to a Registration Rights Agreement.


 




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“Additional
Notes” means any further Notes (other than  the Initial Notes and  any Exchange Notes issued in exchange for
the Initial Notes) issued under this Indenture in accordance with the terms of this Indenture, including Sections 2.01(f), 2.02,
2.17 and 4.07, as part of the same series as the Initial Notes, ranking equally with those Initial Notes and having identical terms
to the Initial Notes (except that there may be differences in the date of issuance,  the issue price,  rights under a
related Registration Rights Agreement, if any,  at the option of the Company, as to the payment of interest accruing prior
to the issue date of such Additional Notes, and  the first payment of interest following the issue date of such Additional
Notes), subject to compliance with Article II. The Initial Notes, any Additional Notes subsequently issued under this Indenture
and all Exchange Notes issued in exchange therefor shall be treated as a single class of securities for all purposes under this
Indenture, including, without limitation, directions, waivers, amendments, consents, redemptions and offers to purchase.


 


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


 


(a)          the
sum of:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


(4)         the
greater of


 


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


 


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


 


minus


 


(b)          the
sum of:


 


(1)         Minority
Interests;


 


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


 


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


 


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


 




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


 


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


 


“Agent”
means any Registrar or Paying Agent.


 


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


 


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


 


(2)         the
excess, if any, of:


 


(a)          the
present value at such redemption date of (i) the redemption price of such Note at October 1, 2019 (as set forth in the table
in Section 3.07(a) of this Indenture), plus (ii) all required interest payments (excluding accrued and unpaid
interest to such redemption date) due on such Note through October 1, 2019, computed using a discount rate equal to the Treasury
Rate as of such redemption date plus 50 basis points; over


 


(b)          the
principal amount of such Note.


 


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


 


“Asset Disposition”
means any direct or indirect sale, lease (including by means of Production Payments and Reserve Sales and a Sale/Leaseback Transaction),
transfer, issuance or other disposition, or a series of related sales, leases, transfers, issuances or dispositions that are part
of a common plan, of (a) shares of Capital Stock of a Restricted Subsidiary (other than Preferred Stock of Restricted Subsidiaries
issued in compliance with Section 4.07 and directors’ qualifying shares or shares required by applicable law to be held by
a Person other than the Company or a Restricted Subsidiary), (b) all or substantially all the assets of any division or line
of business of the Company or any Restricted Subsidiary (excluding any division or line of business the assets of which are owned
by an Unrestricted Subsidiary) or (c) any other assets of the Company or any Restricted Subsidiary outside the ordinary course
of business of the Company or such Restricted Subsidiary (each referred to for the purposes of this definition as a “disposition”),
in each case by the Company or any of its Restricted Subsidiaries, including any disposition by means of a merger, consolidation
or similar transaction.


 




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


 


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


 


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


 


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


 


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


 


(5)         transactions
in accordance with Article V;


 


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


 


(7)         the
making of a Permitted Investment or a Restricted Payment (or a disposition that would constitute a Restricted Payment but for the
exclusions from the definition thereof) permitted by Section 4.08;


 


(8)         an
Asset Swap;


 


(9)         dispositions
of assets with a Fair Market Value of less than $5.0 million in any single transaction or series of related transactions;


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


“Asset Swap”
means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase and sale, sale and
purchase, or exchange of any oil or natural gas properties or assets or interests therein between the Company or any of its Restricted
Subsidiaries and another Person; provided, that any cash received must be applied in accordance with Section 4.11 as if
the Asset Swap were an Asset Disposition.


 


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


 


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


 


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


 


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


 


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


 




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


 


“Capital Stock”
of any Person means any and all shares, units, interests, rights to purchase, warrants, options, participations or other equivalents
of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities
convertible into, or exchangeable for, such equity.


 


“Capitalized
Lease Obligations” of a Person means an obligation that is required to be classified and accounted for as a capitalized
lease of such Person for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such
obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined
in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under
such lease prior to the first date such lease may be terminated without penalty. Notwithstanding the preceding, (1) obligations
under the LGS Lease shall not constitute Capitalized Lease Obligations, and (2) any lease (whether entered into before or after
the Issue Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Issue Date will not
be deemed to be a Capitalized Lease Obligation.


 


“Cash Equivalents”
means:


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


(2)         the
first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors;


 


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


 


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


 


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


 


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


 


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


 


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


 




    	8



    	 



    

  


“Company”
means Ultra Petroleum Corp., a Yukon corporation, until a successor Person shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Company“ shall mean such successor Person.


 


“Consolidated
Coverage Ratio” means as of any date of determination, the ratio of (x) the aggregate amount of Consolidated EBITDA
of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination
for which financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided,
however, that:


 


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


 


(2)         if
the Company or any Restricted Subsidiary has Incurred, repaid, repurchased, defeased or otherwise discharged any Indebtedness (other
than working capital borrowings under a revolving credit facility) since the beginning of the period, Consolidated EBITDA and Consolidated
Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Incurrence, repayment, repurchase,
defeasement or other discharge of Indebtedness as if such Incurrence, repayment, repurchase, defeasement or other discharge had
occurred on the first day of such period;


 


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


 


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


 




    	9



    	 



    

  


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


 


For purposes of this
definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will
be determined in good faith by a responsible financial or accounting officer of the Company in accordance with Regulation S-X under
the Securities Act and related regulations or policies of the SEC, provided, however, that pro forma effect may be given to any
expense and cost reductions or synergies that have occurred or are reasonably expected to occur, in the reasonable judgment of
a Company Officer who serves as principal financial or accounting officer (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). If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect
from the beginning of such period to the date of determination had been the applicable rate for the entire period (taking into
account any Interest Rate Agreement applicable to such Indebtedness, but if the remaining term of such Interest Rate Agreement
is less than 12 months, then such Interest Rate Agreement shall only be taken into account for that portion of the period equal
to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of
the Company, the interest rate shall be calculated by applying such optional rate chosen by the Company. Interest on Indebtedness
that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank
offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such
optional rate chosen as the Company may designate.


 


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


 


(1)         Consolidated
Interest Expense;


 


(2)         Consolidated
Income Tax Expense;


 


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


 




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(4)         consolidated
non-cash asset impairment charges of the Company and its Restricted Subsidiaries; and


 


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


 


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


 


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


 


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


 


(1)         interest
expense attributable to Capitalized Lease Obligations;


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	12



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


(7)         unrealized
non-cash gains or losses or charges in respect of Hedging Obligations;


 


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


 


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


 


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


 


“Continuing
Directors” means, as of any date of determination, any member of the Board of Directors of the Company who: (1) was
a member of such Board of Directors on the date of this Indenture; or (2) was nominated for election or elected to such Board
of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time
of such nomination or election.


 


“Corporate
Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 or such other address
as to which the Trustee may give notice to the Company.


 




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“Credit Agreement”
means, the Credit Agreement, dated as of October 6, 2011 among Ultra Resources, Inc., as Borrower, JP Morgan Chase Bank, N.A.,
as Administrative Agent, and the lenders parties thereto from time to time, including any guarantees, collateral documents, instruments
and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements,
refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional
lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder,
including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder
or alters the maturity thereof (provided that such increase in borrowings is permitted in accordance with Section 4.07).


 


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


 


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


 


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


 


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


 


“Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07,
substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 as
the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become
such pursuant to the applicable provisions of this Indenture.


 


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


 


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


 




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


 


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


 


in each case on or prior to the date that
is 91 days after the earlier of the date  of the Stated Maturity of the Notes or  on which there are no Notes outstanding;
provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable
or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided
further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right
to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined
in a substantially similar manner to the corresponding definitions in this Indenture) shall not constitute Disqualified Stock if
the terms of such Capital Stock (and all such securities into which it is convertible or for which it is exchangeable) provide
that  the Company may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible
or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company with Sections 4.11 and
4.15 and  such repurchase or redemption will be permitted solely to the extent also permitted in accordance with Section 4.08.


 


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


 


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


 


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


 


“Escrow Agent”
means U.S. Bank National Association, as escrow agent under the Escrow Agreement (or its successors).


 


“Escrow Agreement”
means that certain escrow agreement dated as of the Issue Date by and between the Company and the Escrow Agent.


 


“Escrow Release
Conditions” means the delivery by the Company to the Escrow Agent and the Trustee a duly executed certificate in the
form attached to the Escrow Agreement to the effect that the conditions to closing of the SWEPI Transaction have been satisfied
or are capable of being immediately satisfied (other than conditions related to funding) and that the SWEPI Transaction is expected
to close substantially concurrently with such release, in each case on substantially the terms contemplated by the purchase and
sale agreement for the SWEPI Transaction, with any such changes as the Company shall reasonably determine are appropriate, provided
that the overall benefits of the transaction are consistent in all material respects with the benefits of the transaction to the
Company as described in the Offering Memorandum.


 




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


 


“Exchange
Notes” means the Notes issued in an Exchange Offer in accordance with Section 2.07(f) hereof.


 


“Exchange
Offer” means an exchange offer that may be effected pursuant to a Registration Rights Agreement.


 


“Exchange
Offer Registration Statement” means an Exchange Offer Registration Statement that may be filed pursuant to a Registration
Rights Agreement.


 


“Existing
Senior Notes” means the Senior Notes issued by Ultra Resources, Inc. under the Master Note Purchase Agreement between
Ultra Resources, Inc. and the purchasers named thereof dated as of March 6, 2008, or any amendment or supplement thereto,
in each case that are outstanding as of the Issue Date.


 


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


 


“Fair Market
Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length free
market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no
compulsion to buy.  Fair Market Value of an asset or property equal to or in excess of $20.0 million shall be determined by
the Board of Directors of the Company acting in good faith, whose determination shall be conclusive and evidenced by a resolution
of such Board of Directors delivered to the Trustee, and any lesser Fair Market Value may be determined by an officer of the Company
acting in good faith.


 


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


 


“Global Note
Legend” means the legend set forth in Section 2.07(g)(2), 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, substantially in the
form of Exhibit A hereto, as appropriate, issued in accordance with Sections 2.01, 2.07(b)(3), 2.07(b)(4), 2.07(d)(1), 2.07(d)(2) or
2.07(d)(3) of Article II of this Indenture.


 


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


 




    	16



    	 



    

  


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


 


(2)         entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);


 


provided, however, that the term
“Guarantee” will not include endorsements for collection or deposit in the ordinary course of business or any obligation
to the extent it is payable only in Capital Stock of the Guarantor that is not Disqualified Stock. The term “Guarantee”
used as a verb has a corresponding meaning.


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness”
means,


 


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


 


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


 


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


 




    	17



    	 



    

  


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


 


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


 


(5)         Capitalized
Lease Obligations of such Person;


 


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


 


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


 


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


 


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


 


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


 


The amount of Indebtedness of any Person
described in clauses (1) through (5) above at any date shall be the amount set forth on the consolidated balance sheet
of such Person as of such date in accordance with GAAP.


 


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


 


(1)         Production
Payments and Reserve Sales;


 




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


 


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


 


(4)         any
obligation arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, Guarantees, adjustment
of purchase price, holdbacks, contingency payment obligations or similar obligations, in each case, Incurred or assumed in
connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary;


 


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


 


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


 


(7)         all
contracts and other obligations, agreements, instruments or arrangements described in clause (17) of the definition of “Permitted
Liens;” and


 


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


 


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


 


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


 




    	19



    	 



    

  


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


 


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


 


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


 


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


 


“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 Notes issued on the Issue Date.


 


“Initial Purchasers”
means (i) Goldman, Sachs & Co.; Citigroup Global Markets Inc.; Wells Fargo Securities, LLC; J.P. Morgan Securities LLC;
CIBC World Markets Corp.; RBC Capital Markets, LLC; BB&T Capital Markets, a division of BB&T Securities, LLC; Mitsubishi
UFJ Securities (USA), Inc.; BBVA Securities Inc.; U.S. Bancorp Investments, Inc.; and SMBC Nikko Securities America, Inc.,
as initial purchasers under the Purchase Agreement dated September 4, 2014, among the Company and Goldman, Sachs and Co., as representative
of the Initial Purchasers and (ii) with respect to any Additional Notes issued subsequent to the Issue Date, any one or more
investment banks acting as an initial purchaser in connection with the issuance and sale of such Additional Notes.


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


For purposes of the
definition of “Unrestricted Subsidiary” and Section 4.08:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


“Issue Date”
means the first date on which the Notes are issued under this Indenture.


 


“LGS Lease”
means the lease agreement pursuant to which the Company or a Subsidiary leases the liquids gathering system used for the purpose
of gathering, separating, collecting, and delivering for sale or transport, condensate and water, together with associated natural
gas, produced from natural gas and oil wells located in the Pinedale field in Sublette County, Wyoming.


 


“Letter of
Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use
by such Holders in connection with an Exchange Offer.


 


“Lien”
means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest,
preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be
deemed to constitute a Lien.


 


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


 


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


 


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


 


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


 




    	22



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


“Net Working
Capital” means (a) all current assets of the Company and its Restricted Subsidiaries, except current assets from
commodity price risk management activities arising in the ordinary course of the Oil and Gas Business, less (b) all current
liabilities of the Company and its Restricted Subsidiaries, except current maturities of long-term Indebtedness and any current
liabilities from commodity price risk management activities arising in the ordinary course of the Oil and Gas Business, in each
case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP.


 


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


 


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


 




    	23



    	 



    

  


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


 


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


 


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


 


“Notes”
has the meaning stated in the second paragraph of this Indenture and more particularly means any Notes authenticated and delivered
under this Indenture. For all purposes of this Indenture the term “Notes” shall include the Initial Notes, all Additional
Notes issued hereunder and any Exchange Notes to be issued and exchanged for any Notes pursuant to an applicable Registration Rights
Agreement and this Indenture, and all such Notes shall be treated as a single class.


 


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


 


“Offering
Memorandum” means the final Offering Memorandum, dated September 4, 2014 relating to the Initial Notes.


 


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


 


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


 


“Oil and Gas
Business” means:


 


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


 


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


 


(3)         any
business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in the foregoing
clauses (1) and (2) of this definition.


 




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


 


“Opinion of
Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee
of or counsel to the Company or the Trustee.


 


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


 


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


 


“Participating
Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.


 


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


 


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


 


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


 


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


 


(A)         the
Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Coverage Ratio test
described in Section 4.07; or


 


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


 


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


 




    	25



    	 



    

  


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


 


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


 


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


 


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


 


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


 


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


 


(3)         cash
and Cash Equivalents;


 


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


 


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


 


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


 




    	26



    	 



    

 


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


 


(8)         any
Person as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance
with Section 4.11;


 


(9)         Commodity
Agreements, Currency Agreements, Interest Rate Agreements and related Hedging Obligations, which transactions or obligations
are Incurred in compliance with Section 4.07;


 


(10)        Guarantees
of obligations of the Company or a Restricted Subsidiary issued in accordance with Section 4.07;


 


(11)        Permitted
Business Investments;


 


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


 


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


 


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


 


(15)        Investments
in the Notes;


 


(16)        any
loan to a Person for purposes of financing the acquisition of Oil and Gas Properties by such Person for the benefit of or on behalf
of the Company or a Restricted Subsidiary in connection with an asset exchange transaction; and


 


(17)        Investments
by the Company or any of its Restricted Subsidiaries, together with all other Investments pursuant to this clause (17), in an aggregate
amount outstanding at the time of such Investment not to exceed the greater of $100.0 million or 2.5% of the Company’s Adjusted
Consolidated Net Tangible Assets determined at the time of such Investment.


 


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


 




    	27



    	 



    

  


(1)         (x)
Liens securing Indebtedness under a Credit Facility permitted to be Incurred under Section 4.07(b)(1); (y) Liens securing
Indebtedness under the Existing Senior Notes; and (z) Liens securing Guarantees of any of the foregoing;


 


(2)         statutory
and contractual Liens of landlords and Liens imposed by law, including carriers’, warehousemen’s, mechanics’,
materialmen’s and repairmen’s Liens, in each case for sums not yet subject to penalties for non-payment or which are
being contested in good faith by appropriate proceedings provided that appropriate reserves, if any, required pursuant to GAAP
have been made in respect thereof;


 


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


 


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


 


(5)         Liens
securing Hedging Obligations;


 


(6)         prejudgment
Liens and judgment Liens not giving rise to an Event of Default;


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


(10)        Liens
existing on the Issue Date;


 


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


 


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


 


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


 


(14)        Liens
securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured under clauses (7), (10), (11)
or (12) above, or this clause (14), provided that any such Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements
under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property or assets that
is the security for a Permitted Lien hereunder;


 


(15)        any
interest or title of a lessor under any lease that is not a Capitalized Lease Obligation;


 


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


 


(17)        Liens
arising under oil and gas leases or subleases, 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, 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
do not secure Indebtedness for money borrowed and are limited to the properties and assets that are the subject of the relevant
agreement, program, order or contract;


 




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(18)        Liens
in favor of the Company, Restricted Subsidiary or Subsidiary Guarantor;


 


(19)        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;


 


(20)        Liens
arising from the deposit of funds or securities in trust for the purpose of decreasing or defeasing Indebtedness so long as such
deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.08;


 


(21)        Liens
on Equity Interests of Unrestricted Subsidiaries and other entities (other than Restricted Subsidiaries) to secure Indebtedness
or other obligations of such Unrestricted Subsidiaries or other entities, to the extent that such Indebtedness and other obligations
are Non-Recourse (other than recourse to such Equity Interests and proceeds thereof) to the Company and its Restricted Subsidiaries,
to secure payment of such Indebtedness or other obligations; and


 


(22)        Liens
securing Indebtedness in an aggregate principal amount outstanding at any one time, added together with all other Indebtedness
secured by Liens Incurred pursuant to this clause (22), not to exceed the greater of $50.0 million or 1.0% of the Company’s
Adjusted Consolidated Net Tangible Assets, determined at the time of Incurrence of such Indebtedness.


 


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


 


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


 


“Predecessor
Note” of any particular Note means every previous Note evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Note; and any Note authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or stolen
Note shall be deemed to evidence the same Indebtedness as the lost, destroyed or stolen Note.


 




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


 


“Private Placement
Legend” means the legend set forth in Section 2.07(g)(1) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


“Registration
Rights Agreement” means that certain registration rights agreement dated as of the Issue Date by and among the Company
and the Initial Purchasers set forth therein and, with respect to any Additional Notes, one or more substantially similar registration
rights agreements among the Company and the other parties thereto, as any such agreement may be amended from time to time.


 


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


 


“Regulation
S Global Note” means a Regulation S Temporary Global Note or a Regulation S Permanent Global Note, as appropriate.


 


“Regulation
S Permanent Global Note” means a permanent global Note 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 either (i) the outstanding principal amount of any Regulation S Temporary Global Note upon
expiration of the Restricted Period or (ii), if no Regulation S Temporary Global Note is issued, the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.


 


“Regulation
S Temporary Global Note” means a temporary global Note in the form of Exhibit A hereto bearing the Global Note Legend,
the Private Placement Legend and the Temporary Regulation S 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.


 


“Reporting
Failure” means the failure of the Company to make available or otherwise deliver to the Trustee and each Holder of Notes,
within the time periods specified in Section 4.03, the periodic reports, information, documents or other reports which the
Company may be required to provide pursuant to such provision.


 


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


 




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“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 any Investment other than a Permitted Investment.


 


“Restricted
Period” means the 40-day distribution compliance period, as defined in Rule 902(f) of Regulation S.


 


“Restricted
Subsidiary” means any Subsidiary of the Company other than 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 Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor to
the rating agency business thereof.


 


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


 


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


 


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


 


“Shelf Registration
Statement” means a Shelf Registration Statement that may be filed pursuant to a Registration Rights Agreement.


 


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


 


“Special Mandatory
Redemption Trigger Event” means the earlier to occur of: (1) the 60th day after the Issue Date, if the Escrow Release
Conditions have not been satisfied on or prior to such date, or (2) the termination of the purchase and sale agreement for the
SWEPI Transaction.


 


“Stated Maturity”
means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of
such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent
obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.


 




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


 


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


 


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


 


“Subsidiary
Guarantors” means any Subsidiary of the Company that is a guarantor of the Notes, including any Person that is required
after the Issue Date to guarantee the Notes pursuant to Section 4.13, in each case until a successor replaces such Person
pursuant to the applicable provisions of this Indenture and, thereafter, means such successor.


 


“SWEPI Transaction”
means the acquisition by the Company of natural gas properties in the Pinedale field in Wyoming from a subsidiary of Royal Dutch
Shell, plc in exchange for a portion of the Company’s natural gas properties in Pennsylvania and a cash payment of $925.0
million, subject to customary purchase price adjustments.


 


“Temporary
Regulation S Legend” means the legend set forth in Section 2.07(g)(3) hereof, which is required to be placed on
any Regulation S Temporary Global Note.


 


“Treasury
Rate” means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities
with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has
become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer
published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to October
1, 2019; provided, however, that if the period from the redemption date to October 1, 2019 is not equal to the constant
maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from the redemption date to October 1, 2019 is less than
one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used. The Company will (a) calculate the Treasury Rate as of the second Business Day preceding the applicable
redemption date and (b) at least one Business Day prior to such redemption date file with the Trustee an Officers’ Certificate
setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.


 




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


 


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


 


“Unrestricted
Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement
Legend.


 


“Unrestricted
Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global
Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that
is deposited with or on behalf of and registered in the name of the Depositary or its nominee, representing a series of Notes that
do not bear the Private Placement Legend.


 


“Unrestricted
Subsidiary” means:


 


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


 


(2)         any
Subsidiary of an Unrestricted Subsidiary.


 


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


 


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


 


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


 


(C)         on
the date of such designation, such designation and the Investment of the Company or a Restricted Subsidiary in such Subsidiary
complies with Section 4.08;


 




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


 


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


 


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


 


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


 


Any such designation by the Board of Directors
of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company
giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing
conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary,
it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be Incurred as of such date. The Board of Directors of the Company may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided, that immediately after giving effect to such designation, no Default or Event of
Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could Incur at least $1.00
of additional Indebtedness under Section 4.07(a) on a pro forma basis taking into account such designation.


 


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


 


“U.S. Person”
means a U.S. person as defined in Rule 902(k) under the Securities Act.


 




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


 


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


 


Section
1.02         Other Definitions.


  


	Term	 	Defined in
	Act	 	Section 12.14
	Additional Amounts	 	Section 4.17
	Affiliate Transaction	 	Section 4.12
	Asset Disposition Offer	 	Section 4.11
	Asset Disposition Offer Amount	 	Section 4.11
	Asset Disposition Offer Period	 	Section 4.11
	Asset Disposition Purchase Date	 	Section 4.11
	Authentication Order	 	Section 2.02
	Change of Control Offer	 	Section 4.15
	Change of Control Payment	 	Section 4.15
	Change of Control Payment Date	 	Section 4.15
	Covenant Defeasance	 	Section 8.03
	DTC	 	Section 2.01
	Event of Default	 	Section 6.01
	Excess Proceeds	 	Section 4.11
	Excluded Holder	 	Section 4.17
	Funds in Trust	 	Section 8.04
	IAI	 	Section 2.01
	Initial Lien	 	Section 4.09
	Institutional Accredited Investor Global Note	 	Section 2.01
	Legal Defeasance	 	Section 8.02
	Pari Passu Notes	 	Section 4.11
	Paying Agent	 	Section 2.04
	payment default	 	Section 6.01
	Registrar	 	Section 2.04
	Reimbursement Payments	 	Section 4.17
	Restricted Payments	 	Section 4.08
	Restricted Payment Basket	 	Section 4.08
	Special Mandatory Redemption	 	Section 3.11
	Successor Company	 	Section 5.01
	Taxes	 	Section 4.17
	Taxing Authority	 	Section 4.17


 




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Section
1.03         Incorporation by Reference of Trust Indenture Act.


 


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


 


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


 


Section
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)          words
in the singular include the plural, and in the plural include the singular;


 


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


 


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


 


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


 


(g)          $
or “dollars” refer to United States dollars; and


 


(h)          all
references herein to “interest” include any Additional Interest or Additional Amounts to the extent they are owed.


 


Article
II


THE
NOTES


 


Section
2.01         Form And Dating.


 


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


 




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


 


(b)          Global
Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued
in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon
and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding
Notes represented thereby shall be made by the Trustee, as Custodian, in accordance with instructions given by the Holder thereof
as required by Section 2.07.


 


(c)          Temporary
Global Notes. To the extent required by Regulation S, Additional Notes offered and sold in reliance on Regulation S shall be
issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of
the Notes represented thereby with the Trustee, as custodian for The Depository Trust Company (“DTC”), and registered
in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall
be terminated upon the receipt by the Trustee of an Officers’ Certificate from the Company certifying that the Restricted
Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Note
are permitted to be exchanged for beneficial interests in Regulation S Permanent Global Notes. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in
Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation
S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as Custodian, in connection with transfers of interest as hereinafter provided.


 


(d)          Institutional
Accredited Investor Global Notes. Notes resold after an initial resale thereof to QIBs in reliance on Rule 144A or an
initial resale thereof in reliance on Regulation S to “institutional accredited investors” (as defined in Rule 501(a)(1),
(2), (3) and (7) under the Securities Act) who are not QIBs (“IAIs”) in the United States of America
in accordance with the procedures described herein will be initially issued in the form of a permanent global Note (an “Institutional
Accredited Investor Global Note”) deposited with the Trustee, as Custodian, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. An Institutional Accredited Investor Global Note may be represented by more than one certificate,
if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The
aggregate principal amount of an Institutional Accredited Investor Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as Custodian, as hereinafter provided.


 




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(e)          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 Cedel Bank”
and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.


 


(f)          Additional
Notes. Notwithstanding anything else herein, with respect to any Additional Notes issued subsequent to the date of this Indenture,
when the context requires, (1) all references in Article II 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, Initial Purchasers,
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
2.02         Execution and Authentication.


 


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


 


(b)          The
Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”)
delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate
principal amount thereof, subject to compliance with Section 4.07, of which $850.0 million aggregate principal amount will be issued
on the date of this Indenture.


 


(c)          Upon
receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes
or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender
for cancellation of Initial Notes 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.


 




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


 


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


 


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


 


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


 


Section
2.03         Methods of Receiving Payments on the Notes.


 


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


 


Section
2.04         Registrar and Paying Agent.


 


(a)          The
Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”),
which initially will be the office of the Trustee located at 60 Livingston Avenue, 1st Floor; Bond Drop Window; St.
Paul, Minnesota 55107 and an office or agency where Notes may be presented for payment (“Paying Agent”), which
initially will be the office of the Trustee located at 100 Wall Street, Suite 1600, New York, NY 10005. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes
any additional paying agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company
shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries
may act as Paying Agent or Registrar.


 




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


 


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


 


Section
2.05         Paying Agent to Hold Money in Trust.


 


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


 


Section
2.06         Holder Lists.


 


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


 


Section
2.07         Transfer and Exchange.


 


(a)          Transfer
and Exchange of Global Notes. A Global Note may be transferred, as a whole and not in part, 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 shall be exchanged by
the Company for Definitive Notes only if the Depositary notifies the Company that it is unwilling or unable to continue to act
as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary
is not appointed by the Company within 90 days after the date of such notice from the Depositary. Upon the occurrence of any of
the preceding events, 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 2.08 and 2.11. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11, shall
be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note
other than as provided in this Section 2.07; however, beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.07(b), (c) or (f) hereof.


 




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(b)          Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Notes shall 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 shall require compliance with
either clause (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(1)         (A) Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons
who take 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; provided, however, that prior to the
expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may only be made
as set forth in Section 2.07(b)(1)(B) below. 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 2.07(b)(1).


 


(B)         The
following provisions shall apply with respect to any proposed transfer of a beneficial interest in a Regulation S Global Note or
any Definitive Note issued in exchange therefor prior to the expiration of the Restricted Period: (i) a transfer thereof to
a QIB shall be made upon the representation of the transferee, in the form of a certificate in the form of Exhibit B-1 hereto,
including the certifications in item (1) thereof, that it is purchasing the Note for its own account or an account with respect
to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has
determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations
in order to claim the exemption from registration provided by Rule 144A; (ii) a transfer thereof to an IAI shall be made
upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit B-2 hereto from the
proposed transferee and, if requested by the Company or the Trustee, the delivery of an Opinion of Counsel, certification and/or
other information satisfactory to each of them; and (iii) a transfer thereof to a Non-U.S. Person shall be made upon receipt
by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit B-1 hereto, including the certifications
in item (2) thereof from the transferor and, if requested by the Company or the Trustee, delivery of an Opinion of Counsel,
certification and/or other information satisfactory to each of them.


 




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After the expiration
of the Restricted Period, beneficial interests in the Regulation S Global Note or Definitive Securities issued in exchange therefor
may be transferred without requiring certification set forth in Exhibits B-1 and B-2 or any additional certification.


 


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


 


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


 


(B)         (1) if
permitted under Section 2.07(a) hereof, a written order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to
the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing
information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred
to in (1) above; provided, that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial
interests in the Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the
receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon
consummation of an Exchange Offer by the Company in accordance with Section 2.07(f) hereof, the requirements of this Section
2.07(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 at maturity of the relevant Global Notes pursuant
to Section 2.07(h) hereof.


 


(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 2.07(b)(2) above and the Registrar receives the following:


 


(A)         if
the transferee shall 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-1 hereto, including the certifications in item (1) thereof or, if permitted by the
Applicable Procedures, item (3) thereof; or


 




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(B)         if
the transferee shall take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or Regulation
S Permanent Global Note, as the case may be, then the transferor must deliver a certificate in the form of Exhibit B-1 hereto,
including the certifications in item (2) thereof.


 


(4)          Transfer
and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the 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 2.07(b)(2) above and:


 


(A)         such
exchange or transfer is effected pursuant to the Exchange Offer in accordance with an applicable Registration Rights Agreement
and the holder of the beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any
and all certifications required in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery
is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;


 


(B)         such
transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;


 


(C)         such
transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an
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 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-1 hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in clause
(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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If any such transfer
is effected pursuant to clause (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the
Company 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 pursuant to clause (B) or (D) above.


 


(5)          Transfer
or Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted Global Note Prohibited.
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. Subject to Section 2.07(a) hereof, 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 under the Securities Act, a certificate
to the effect set forth in Exhibit B-1 hereto, including the certifications in item (1) thereof;


 


(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 under the Securities Act, a certificate to the effect set forth
in Exhibit B-1 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 under the Securities Act, a certificate to the effect set forth in Exhibit B-1 hereto, including
the certifications in item (3)(a) thereof;


 


(E)         if
such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B-1 hereto, including the certifications in item (3)(b) thereof;


 


(F)         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-1 hereto, including the certifications in item (3)(c) thereof; or


 




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(G)         if
such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-2 hereto from the proposed
transferee and, if requested by the Company or Trustee, the delivery of an Opinion of Counsel, certification and/or other information
satisfactory to each of them, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.07(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(1) 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 2.07(c)(1) shall bear the Private Placement Legend and shall be subject
to all restrictions on transfer contained therein.


 


(2)          Beneficial
Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.07(c)(1)(A) and (C) hereof,
a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a
Person who takes delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Restricted Period and
(y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities
Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than
Rule 903 or Rule 904.


 


(3)          Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.07(a) hereof, 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 the Exchange Offer in accordance with an applicable Registration Rights Agreement
and the holder of the beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, makes any
and all certifications required in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery
is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;


 


(B)         such
transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;


 


(C)         such
transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an
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 a Definitive
Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(b) thereof; or


 




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(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 Definitive Note that does not bear the Private Placement Legend, a certificate from
such Holder in the form of Exhibit B-1 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.


 


Upon satisfaction of
any of the conditions of this Section 2.07(c)(3), the Company shall execute and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate and deliver a Definitive Note that does not bear the Private Placement
Legend in the appropriate principal amount to the Person designated by the holder of such beneficial interest in instructions delivered
to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf of such holder, and the Trustee
shall reduce or cause to be reduced in a corresponding amount pursuant to Section 2.07(h), the aggregate principal amount of the
applicable Restricted Global Note.


 


(4)          Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. Subject to Section 2.07(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 2.07(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to
be reduced accordingly pursuant to Section 2.07(h) hereof, and the Company shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive
Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(4) 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 pursuant
to this Section 2.07(c)(4) shall not bear the Private Placement Legend.


 


(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:


 




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(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 under the Securities Act, a certificate
to the effect set forth in Exhibit B-1 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(k) of
Regulation S) in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth
in Exhibit B-1 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 under the Securities Act, a certificate to the effect set forth in Exhibit B-1 hereto, including
the certifications in item (3)(a) thereof;


 


(E)         if
such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B-1 hereto, including the certifications in item (3)(b) thereof;


 


(F)         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-1 hereto, including the certifications in item (3)(c) thereof; or


 


(G)         if
such beneficial interest is transferred to an IAI, a certificate to the effect set forth in Exhibit B-2 hereto from the proposed
transferee; and


 


if requested by the Company or Trustee
with respect to any transfer described in this Section 2.07(d)(1), the delivery of an Opinion of Counsel, certification and/or
other information satisfactory to each of them, the Trustee shall 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, and in the case of clause (C) above, the Regulation S 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 the Exchange Offer in accordance with an applicable Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required
in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable
Procedures) as may be required by such Registration Rights Agreement;


 




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(B)         such
transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;


 


(C)         such
transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with an
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-1 hereto, including
the certifications in item (4) thereof;


 


and, in each such case set forth in this
Section 2.07(d)(2), 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.


 


Upon satisfaction of
any of the conditions of any of the clauses of this Section 2.07(d)(2), the Trustee shall 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 shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased
in a corresponding amount the aggregate principal amount of one of the Unrestricted Global Notes pursuant to Section 2.07(h) hereof.


 


(4)          Transfer
or Exchange of Unrestricted Definitive Notes to Beneficial Interests in Restricted Global Notes Prohibited. An Unrestricted
Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests
in a Restricted Global Note.


 


(5)          Issuance
of Unrestricted Global Notes. If any such exchange or transfer from a Definitive Note to a beneficial interest is effected
pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been
issued, the Company 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 principal amount of Definitive
Notes so transferred.


 




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(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 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(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 the Registrar receives the following:


 


(A)         if
the transfer shall be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B-1
hereto, including the certifications in item (1) thereof;


 


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


 


(C)         if
the transfer shall 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-1 hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


(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 only if:


 


(A)         such
exchange or transfer is effected pursuant to the Exchange Offer in accordance with an applicable Registration Rights Agreement
and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required
in the applicable Letter of Transmittal (or is deemed to have made such certifications if delivery is made through the Applicable
Procedures) as may be required by such Registration Rights Agreement;


 


(B)         any
such transfer is effected pursuant to a Shelf Registration Statement in accordance with an applicable Registration Rights Agreement;


 


(C)         any
such transfer is effected by a Participating Broker-Dealer pursuant to an Exchange Offer Registration Statement in accordance with
an applicable Registration Rights Agreement; or


 




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(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-1 hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth in this
Section 2.07(e)(2), 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.


 


Upon satisfaction of
the conditions of any of the clauses of this Section 2.07(e)(2), the Trustee shall cancel the prior Restricted Definitive Note
and the Company shall execute, and upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal amount to the Person designated
by the Holder of such prior Restricted Definitive Note in instructions delivered to the Registrar by such Holder.


 


(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.


 


(f)          Exchange
Offer. Upon the occurrence of an Exchange Offer in accordance with an applicable Registration Rights Agreement, the Company
shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate
(A) one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of the
beneficial interests in the applicable Restricted Global Notes (1) tendered for acceptance by Persons that make any and all
certifications in the applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is made through
the Applicable Procedures) as may be required by such Registration Rights Agreement and (2) accepted for exchange in such
Exchange Offer and (B) Unrestricted Definitive Notes in an aggregate principal amount equal to the aggregate principal amount
of the Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certifications and accepted for exchange
in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall reduce or cause to be reduced in a corresponding
amount the aggregate principal amount of the applicable Restricted Global Notes, and the Company shall execute and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Persons designated
by the Holders of Restricted Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate aggregate principal
amount. Any Notes that remain outstanding after the consummation of an Exchange Offer, and Exchange Notes issued in connection
with an Exchange Offer, shall be treated as a single class of securities under this Indenture.


 




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(g)          Legends.
The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.


 


(1)            Private
Placement Legend. Except as permitted 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:


 


THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS NOTE, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS
OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION
TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR
TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.


 




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Notwithstanding the
foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or
(f) of this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) (and any note not required by
law to have such a legend), shall not bear the Private Placement Legend.


 


In addition, the foregoing
legend may be adjusted for future issuances in accordance with applicable law.


 


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


 


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


 


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 2.07 OF THE INDENTURE (AS DEFINED HEREIN), (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 


(3)            Regulation
S Temporary Global Note Legend. Any Regulation S Temporary Global Note shall bear a legend in substantially the following form:


 


THE RIGHTS ATTACHING
TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).


 




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(h)          Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such
Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12. At any time prior to
such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other
Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.


 


(i)           General
Provisions Relating to Transfers and Exchanges.


 


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


 


(2)         No
service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable
upon exchange or transfer pursuant to Sections 2.11, 3.06, 4.11, 4.15 and 9.05).


 


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


 


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


 


(5)         The
Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning
at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the
close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption
in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or
to exchange a Note between a record date and the next succeeding Interest Payment Date.


 


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


 




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(7)         The
Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.


 


(8)         All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to
effect a registration of transfer or exchange may be submitted by facsimile with the original to follow by first class mail or
delivery service.


 


Section
2.08         Replacement Notes.


 


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


 


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


 


Section
2.09         Outstanding Notes.


 


(a)          The
Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions
of this Indenture, and those described in this Section 2.09 as not outstanding. Except as set forth in Section 2.10, a Note does
not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.


 


(b)          If
a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that
the replaced Note is held by a protected purchaser.


 


(c)          If
the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to
accrue.


 




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(d)          If
the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any of the foregoing) holds as of 11:00 a.m.
New York Time, on a redemption date, repurchase date or other maturity date, money sufficient to pay Notes payable on that date,
then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.


 


Section
2.10         Treasury Notes.


 


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


 


Section
2.11         Temporary Notes.


 


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


 


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


 


Section
2.12         Cancellation.


 


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


 


Section
2.13         Defaulted Interest.


 


If the Company defaults
in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on the record date for the interest payment or a subsequent special
record date, in each case at the rate provided in the Notes and in Section 4.01. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix
or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than
10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to
be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to
be paid.


 




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Section
2.14         CUSIP Numbers.


 


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


 


Section
2.15         Additional Interest.


 


If Additional Interest
is payable by the Company pursuant to an applicable Registration Rights Agreement and paragraph 1 of the Notes, no later than 15
days prior to the proposed payment date for such Additional Interest, the Company shall deliver to the Trustee an Officers’
Certificate to that effect stating (i) the amount of such Additional Interest that is payable and (ii) the date on which
such interest is payable pursuant to Section 4.01 hereof. If the Company has paid Additional Interest directly to the Persons entitled
to it, the Company shall deliver to the Trustee an Officers’ Certificate setting forth the details of such payment.


 


Section
2.16         Additional Amounts.


 


The Company shall pay
Additional Amounts or Reimbursement Payments with respect to payments on the Notes in the circumstances set forth in Section 4.17.


 


Section
2.17         Issuance of Additional Notes.


 


(a)          The
Company shall be entitled, subject to its compliance with Section 4.07, to issue Additional Notes under this Indenture.


 


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


 


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


 


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


 




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(3)         whether
such Additional Notes shall be subject to the restrictions on transfer set forth in Section 2.07 hereof relating to Restricted
Global Notes and Restricted Definitive Notes.


 


Article
III

REDEMPTION AND PREPAYMENT


 


Section
3.01         Notice to Trustee.


 


If the Company elects
to redeem Notes pursuant to the optional redemption provisions of Section 3.07 or Section 3.10, it shall furnish to the Trustee,
at least 10 days (unless the Trustee consents to a shorter period) before giving a notice of redemption pursuant to Section 3.03,
an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price, if then
determined and otherwise the method of its determination.


 


Section
3.02         Selection of Notes to Be Redeemed.


 


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


 


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


 


Section
3.03         Notice of Redemption.


 


(a)          Except
as provided in Section 3.11, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address
and send a copy to the Trustee at the same time.


 


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


 


(1)         the
redemption date;


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)          At
the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided,
however, that the Company shall have delivered to the Trustee, as provided in Section 3.01, an Officers’ Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding
paragraph. The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder
receives such notice.


 


Section
3.04         Effect of Notice of Redemption.


 


Once notice of redemption
is mailed in accordance with Section 3.03, Notes called for redemption become irrevocably due and payable on the redemption date
at the redemption price.


 


Section
3.05         Deposit of Redemption Price.


 


(a)          Prior
to 11:00 a.m. New York Time on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.


 


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


 




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Section
3.06         Notes Redeemed in Part.


 


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


 


Section
3.07         Optional Redemption.


 


(a)          On
or after October 1, 2019, the Company may redeem, at any time, all or, from time to time, a portion of the Notes, at the following
redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the
applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an Interest
Payment Date), if redeemed during the twelve-month period beginning on October 1 of the years indicated below:


 


	Year	 	Redemption
 Price	 
	2019	 	 	103.063	%
	2020	 	 	102.042	%
	2021	 	 	101.021	%
	2022 and thereafter	 	 	100.000	%




 


(b)          At
any time and from time to time prior to October 1, 2017, the Company may, at its option, on any one or more occasions redeem up
to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued under this Indenture in an amount not
greater than the Net Cash Proceeds of one or more Equity Offerings (provided such Net Cash Proceeds have not been applied to permanently
repay or retire other Indebtedness) at a redemption price of 106.125% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date); provided, that (1) at least 65% of the original principal amount of the
Notes issued on the Issue Date remains outstanding after each such redemption; and (2) the redemption occurs within 120 days
after the closing of the related Equity Offering.


 


(c)          The
Company may, at its option, also redeem, in whole or in part, at any time prior to October 1, 2019, at a redemption price equal
to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the
applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the
relevant Interest Payment Date).


 




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(d)          The
Company may also redeem all of the Notes as provided in Section 4.15(j).


 


(e)          Any
redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06.


 


Section
3.08         Mandatory Redemption.


 


Except as described
in Section 3.11, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


Section
3.09         Application of Trust Money.


 


All money deposited
with the Trustee pursuant to Section 3.05 shall be held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent
required by law.


 


Section
3.10         Tax Redemption.


 


(a)          The
Company may, at its option, redeem, in whole but not in part, upon not less than 30 nor more than 60 days’ notice, the outstanding
Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest to the date of redemption
upon the occurrence of an event specified in clause (1) or clause (2) below that results in an obligation to pay any
Additional Amounts or any Reimbursement Payments in respect of the Notes pursuant to Section 4.17:


 


(1)         any
change in or amendment to the laws (or regulations promulgated thereunder, rulings, technical interpretations, income tax folios,
interpretation bulletins or information circulars or equivalent documents or statements issued by a Taxing Authority) of any Taxing
Authority, or


 


(2)         any
change in or amendment to any official position regarding the application, administration or interpretation of such laws, regulations,
rulings, technical interpretations, income tax folios, interpretation bulletins, information circulars or equivalent documents
or statements issued by a Taxing Authority (including a holding, judgment or order by a court of competent jurisdiction),


 


which change or amendment
is announced or is effective on or after the Issue Date (without regard to whether the Company or any Subsidiary Guarantor is or
has been making any payments under the Notes prior to, at or after the time such change or amendment is announced or effective).


 




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(b)          It
shall be a condition to the Company’s right to redeem the Notes pursuant to the provisions of clause (a) above that, prior
to giving any notice of redemption of the Notes, the Company shall have delivered to the Trustee (i) an Officers’ Certificate
stating that the Company has determined in its reasonable judgment that the obligations to pay such Additional Amounts or Reimbursement
Payments cannot be avoided by the Company taking reasonable measures available to it and (ii) an Opinion of Counsel that the circumstances
described in clause (a) above exist.


 


(c)          No
such notice of redemption may be given more than 60 days before or more than 180 days after the Company first becomes liable to
pay any Additional Amounts or any Reimbursement Payments (or, if later, the earlier of the date on which it first becomes aware
of such liability or the date on which it reasonably should have become aware of such liability) as a result of a change or amendment
described in clause (a) above.


 


(d)          Any
redemption pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06.


 


Section
3.11         Escrow of Proceeds; Special Mandatory Redemption.


 


(a)          On
the date of this Indenture, the Company shall enter into the Escrow Agreement, for the ratable benefit of the Holders of the Notes
and shall deposit the net proceeds (before expenses but after the Initial Purchaser discounts) from the offering of the Initial
Notes into escrow.


 


(b)          Upon
satisfaction of the Escrow Release Conditions pursuant to the Escrow Agreement, the escrowed funds shall be released to the Company
for the purpose of completing the SWEPI Transaction pursuant to the Escrow Agreement.


 


(c)          Upon
the occurrence of a Special Mandatory Redemption Trigger Event, the Company shall be required to redeem all outstanding Notes (the
“Special Mandatory Redemption”) at a redemption price of 100% of the principal amount thereof plus accrued and
unpaid interest to the redemption date. Within ten days of the occurrence of a Special Mandatory Redemption Trigger Event, notice
of the Special Mandatory Redemption will be given by the Company to each Holder at its registered address, the Trustee and to the
Escrow Agent, stating that a Special Mandatory Redemption Trigger Event has occurred and that all of the Notes shall be redeemed
on the redemption date set forth in such notice (which will be no earlier than 15 days and no later than 30 days from the date
such notice is mailed).


 


(d)          No
later than one Business Day prior to the redemption date set forth in the notice described in Section 3.11(c), the Company shall
deliver to the Trustee or such paying agent all funds in addition to the escrowed funds needed to complete the Special Mandatory
Redemption.


 


(e)          Except
as provided in Section 3.11, any redemption pursuant to this Section 3.11 shall be made pursuant to the provisions of Sections
3.01 through 3.06.


 




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Article
IV

COVENANTS


 


Section
4.01         Payment of Notes.


 


(a)          The
Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if
other than the Company or one of its Subsidiaries, holds as of 11:00 a.m. New York Time on the due date money deposited by
the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
on the Notes then due. If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business
Day, and no interest shall accrue on such payment for the intervening period. The Company shall pay Additional Interest, if any,
on the dates of its choosing in the amounts and in the manner set forth in the Registration Rights Agreement.


 


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


 


Section
4.02         Maintenance of Office or Agency.


 


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


 


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


 


(c)          The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with
Section 2.04 of this Indenture.


 


Section
4.03         Reports.


 


(a)          Whether
or not the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act,
to the extent not prohibited by the Exchange Act, the Company will make available to the Trustee and the Holders of the Notes without
cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange
Act and applicable to a U.S. corporation within the time periods specified therein with respect to an accelerated filer.


 




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


 


(c)          For
so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company
will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.


 


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


 


Section
4.04         Compliance Certificate.


 


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


 


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


 


Section
4.05         Taxes.


 


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


 




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Section
4.06         Stay, Extension and Usury Laws.


 


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


 


Section
4.07         Limitation on Indebtedness and Preferred Stock.


 


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


 


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


 


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


 


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


 


(1)         Indebtedness
under one or more Credit Facilities of the Company or any Restricted Subsidiary Incurred pursuant to this Section 4.07(b)(1) in
an aggregate amount not to exceed the greater of (i) $1.5 billion or (ii)  30.0% of the Company’s Adjusted Consolidated
Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness;


 


(2)         Guarantees
of Indebtedness Incurred in accordance with the provisions of this Indenture; provided, that in the event such Indebtedness
that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall
be subordinated in right of payment to the Notes or the Subsidiary Guarantee to at least the same extent as the Indebtedness being
Guaranteed, as the case may be, and provided further that no Restricted Subsidiary that is not a Subsidiary Guarantor may
Guarantee Indebtedness Incurred by the Company or a Subsidiary Guarantor under Section 4.07(a) (or any Refinancing Indebtedness
in respect thereof);


 




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(3)         Indebtedness
of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the
Company or any Restricted Subsidiary; provided, however, that (a)(i) if the Company is the obligor on such Indebtedness
and the obligee is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in
cash of all obligations with respect to the Notes and (ii) if a Subsidiary Guarantor is the obligor of such Indebtedness and
the obligee is neither the Company nor a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment
in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee and (b)(i) any subsequent
issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being held by a Person other than
the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person
other than the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an Incurrence of
such Indebtedness by the Company or such Subsidiary, as the case may be, that was not permitted by this Section 4.07(b)(3);


 


(4)         Indebtedness
represented by (a) the Notes issued on the Issue Date, (b) any Indebtedness (other than the Indebtedness described in
Sections 4.07(b)(1), (2), (3) and clause (a) of this Section 4.07(b)(4)) outstanding on the Issue Date, (c) any
Exchange Notes issued in exchange for other Notes pursuant to a Registration Rights Agreement and (d) any Refinancing Indebtedness
Incurred in respect of any Indebtedness described in this Section 4.07(b)(4), Section 4.07(b)(5) or (7) or Incurred pursuant
to Section 4.07(a); provided that any Refinancing Indebtedness incurred under this clause (4) with respect to the Existing
Senior Notes (or any Refinancing Indebtedness incurred with respect thereto), and any Guarantee with respect thereto, may only
be Incurred by the Company or a Subsidiary Guarantor;


 


(5)         Permitted
Acquisition Indebtedness;


 


(6)         Indebtedness
in respect of (a) self-insurance obligations, bid, appeal, reimbursement, performance, surety and similar bonds and completion
guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business and any Guarantees or letters
of credit functioning as or supporting any of the foregoing bonds or obligations and (b) obligations represented by letters
of credit for the account of the Company or a Restricted Subsidiary in order to provide security for workers’ compensation
claims (in the case of clauses (a) and (b) of this Section 4.07(b)(6) other than for an obligation for money borrowed);


 


(7)         Indebtedness
represented by Capitalized Lease Obligations of the Company or any of its Restricted Subsidiaries (whether or not Incurred pursuant
to sale and leaseback transactions), mortgage financings or purchase money obligations, Incurred  in connection with
the acquisition, construction, improvement or development of real or personal, movable or immovable, property, in each case Incurred
for the purpose of financing, refinancing, renewing, defeasing or refunding all or any part of the purchase price or cost of acquisition,
construction, improvement or development of property used in the business of the Company or such Restricted Subsidiary, provided
that after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred pursuant to this Section
4.07(b)(7), together with any Refinancing Indebtedness Incurred pursuant to Section 4.07(b)(4) in respect of such Indebtedness,
and then outstanding does not exceed the greater of $80.0 million or 2.0% of the Company’s Adjusted Consolidated Net Tangible
Assets, determined at the time of the Incurrence of such Indebtedness;


 


(8)         the
issuance by any of the Company’s Restricted Subsidiaries to the Company or any Restricted Subsidiary of any Preferred Stock;
provided, however,


 




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(A)         any
subsequent issuance of transfer of Capital Stock that results in such Preferred Stock being held by a Person other than the Company
or a Restricted Subsidiary of the Company; and


 


(B)         any
sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Restricted Subsidiary of the
Company shall be deemed, in each case, to constitute an issuance (as of the date of such issuance, sale or transfer) of such Preferred
Stock by such Restricted Subsidiary that was not permitted by this Section 4.07(b)(8); and


 


(9)         in
addition to the items referred to in Sections 4.07(b)(1) through (8) above, Indebtedness of the Company and its
Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all
other Indebtedness Incurred pursuant to this Section 4.07(b)(9) and then outstanding, will not exceed the greater of $40.0
million or 1.0% of the Company’s Adjusted Consolidated Net Tangible Assets, determined at the time of the Incurrence of such
Indebtedness.


 


(c)          For
purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant
to and in compliance with, this Section 4.07:


 


(1)         in
the event an item of that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.07(a) or
(b), the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, subject to Section
4.07(c)(2) below, may later classify, reclassify or redivide all or a portion of such item of Indebtedness, in any manner
that complies with this covenant;


 


(2)         all
Indebtedness outstanding on the date of this Indenture under the Credit Agreement shall be deemed Incurred on the Issue Date under
clause (1) of Section 4.07(b) and may not be reclassified;


 


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


 


(4)         subject
to Section 4.07(c)(2), Indebtedness permitted by this Section 4.07 need not be permitted solely by reference to one provision permitting
such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section
4.07 permitting such Indebtedness; and


 


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


 


(d)          Accrual
of interest, accrual of dividends, the amortization of debt discount or the accretion of accreted value, the payment of interest
in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified
Stock and unrealized losses or charges in respect of Hedging Obligations will not be deemed to be an Incurrence of Indebtedness
for purposes of this Section 4.07.


 




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(e)          The
Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness, or issue any shares of Disqualified Stock,
other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such
Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted
to be Incurred as of such date under this Section 4.07, the Company shall be in Default of this Section 4.07.


 


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


 


Section
4.08         Limitation on Restricted Payments.


 


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


 


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


 


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


 


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


 




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


 


(3)         purchase,
repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled
sinking fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness permitted
under clause (3) of Section 4.07(b) of this Indenture or (y) the purchase, repurchase, redemption, defeasance or
other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of
purchase, repurchase, redemption, defeasance or other acquisition or retirement); or


 


(4)         make
any Restricted Investment in any Person;


 


(any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in Sections 4.08(a)(1) through
(4) shall be referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted
Subsidiary makes such Restricted Payment:


 


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


 


(B)         the
Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.07(a) of this Indenture after giving
effect, on a pro forma basis, to such Restricted Payment; or


 


(C)         the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to December 12, 2013
would exceed the sum of (the “Restricted Payments Basket”):


 


(i)          50%
of Consolidated Net Income for the period (treated as one accounting period) from October 1, 2013 to the end of the most recent
fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are in existence (or,
in case such Consolidated Net Income is a deficit, minus 100% of such deficit);


 


(ii)         100%
of the aggregate Net Cash Proceeds and the Fair Market Value of Additional Assets, in each case received by the Company from the
issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions to the Company subsequent to
December 12, 2013 (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to (x) Persons indicated
in clause (5) of Section 4.08(b) or any direct or indirect parent of the Company, to the extent such Net Cash Proceeds
have been used to make a Restricted Payment pursuant to clause (5) of Section 4.08(b), (y) a Subsidiary of the Company
or (z) an employee stock ownership plan, option plan or similar trust (to the extent such sale to an employee stock ownership
plan, option plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such
loans have been repaid with cash on or prior to the date of determination));


 




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(iii)        the
amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company’s balance sheet upon
the conversion or exchange (other than by a Subsidiary of the Company) subsequent to December 12, 2013 of any Indebtedness of the
Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company
(less the amount of any cash, or the Fair Market Value of any other property (other than such Capital Stock), distributed by the
Company upon such conversion or exchange), together with the net proceeds, if any, received by the Company or any of its Restricted
Subsidiaries upon such conversion or exchange; and


 


(iv)        the
amount equal to the aggregate net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries
in any Person after December 12, 2013 resulting from:


 


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


 


(B)         the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”)
not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary, which amount in each case under this Section 4.08(a)(4)(C)(iv) was included in
the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this Section
4.08(a)(4)(C)(iv) to the extent it is already included in Consolidated Net Income; and


 


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


 


(b)          Notwithstanding
the foregoing, Section 4.08(a) shall not prohibit the following actions:


 




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(1)         any
Restricted Payment made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company
(other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock
ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans
from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the
date of determination) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided,
however, that (a) such Restricted Payment will be excluded from subsequent calculations of the amount of Restricted Payments
and (b) the Net Cash Proceeds from such sale of Capital Stock or capital contribution will be excluded from Section 4.08(a)(4)(C)(ii);


 


(2)         any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or Guarantor
Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent
sale of, Refinancing Indebtedness or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor
Subordinated Obligations made by exchange for or out of the proceeds of the substantially concurrent sale of Refinancing Indebtedness
that, in each case, is permitted to be Incurred pursuant to Section 4.07 of this Indenture; provided, however, that such
purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded from subsequent calculations of the amount
of Restricted Payments;


 


(3)         any
purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted
Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Company
or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.07 of
this Indenture; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will
be excluded from subsequent calculations of the amount of Restricted Payments;


 


(4)         dividends
paid or distributions made within 60 days after the date of declaration if at such date of declaration such dividend or distribution
would have complied with this covenant if it had been made on such date; provided, however, that such dividends and distributions
will be included in subsequent calculations of the amount of Restricted Payments; and provided further, however, that for
purposes of clarification, this Section 4.08(b)(4) shall not include cash payments in lieu of the issuance of fractional shares
included in Section 4.08(b)(9) below;


 


(5)         so
long as no Default has occurred and is continuing, the repurchase or other acquisition of Capital Stock (including options, warrants,
equity appreciation rights or other rights to purchase or acquire Capital Stock) of the Company held by any existing or former
employees, officers or directors of the Company or any Restricted Subsidiary of the Company or their assigns, estates or heirs,
in each case pursuant to the repurchase or other acquisition provisions under employee stock option or stock purchase plans or
agreements or other agreements to compensate officers, employees or directors, in each case approved by the Company’s Board
of Directors; provided, that such repurchases or other acquisitions during any calendar year will not exceed $5.0 million
in the aggregate (except that any unused portion of such amount may be carried forward and used in the succeeding calendar years);
provided, that any payment pursuant to this clause (5) will be excluded from subsequent calculations of the amount of Restricted
Payments;


 




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


 


(7)         the
purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (a) at
a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control
in accordance with provisions similar to Section 4.15 or (b) at a purchase price not greater than 100% of the principal amount
thereof in the event of an Asset Sale in accordance with provisions similar to Section 4.11 of this Indenture; provided,
that prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the
Company has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in Section 4.15 or Section
4.11, as applicable, and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with
such Change of Control Offer or Asset Disposition Offer; provided, however, that such acquisitions or retirements will be
excluded in subsequent calculations of the amount of Restricted Payments;


 


(8)         payments
or distributions to dissenting stockholders pursuant to applicable law or in connection with the settlement or other satisfaction
of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets; provided, however, that
any payment pursuant to this Section 4.08(b)(8) shall be excluded in the calculation of the amount of Restricted Payments;


 


(9)         cash
payments in lieu of the issuance of fractional shares in connection with a merger or similar transaction or conversion or exchange
of securities, in each case that are permitted under the Indenture; provided, however, that any payment pursuant to this
Section 4.08(b)(9) shall be excluded in the calculation of the amount of Restricted Payments;


 


(10)        the
payment of scheduled or accrued dividends to holders of any class of or series of Disqualified Stock of the Company issued on or
after the Issue Date in accordance with Section 4.07, to the extent such dividends are included in Consolidated Interest Expense;
provided, however, that any payment pursuant to this Section 4.08(b)(10) shall be excluded in the calculation of the
amount of Restricted Payments;


 


(11)        Restricted
Payments in an amount not to exceed $75.0 million in the aggregate since December 12, 2013; provided, however, that the
amount of such Restricted Payments will be excluded in subsequent calculations of the amount of Restricted Payments.


 


In the event that a restricted
payment meets the criteria of more than one of the exceptions described in clauses (1) through (11) above or is entitled
to be made pursuant to Section 4.08(a), the Company shall, in its sole discretion, subdivide and classify, and may later reclassify,
such Restricted Payment in any manner that complies with this covenant.


 




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(c)          The
amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the
asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case
may be, pursuant to such Restricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount and
the Fair Market Value of any non-cash Restricted Payment shall be determined in accordance with the definition of that term.


 


(d)          For
the purpose of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company
and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be an Investment
in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will
be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.08(a) or
under clause (11) of Section 4.08(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.


 


Section
4.09         Limitation on Liens.


 


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


 


(b)          Any
Lien created for the benefit of the Holders of the Notes pursuant to Section 4.09(a) above shall provide by its terms that
such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.


 


Section
4.10         Limitation on Restrictions on Distributions from Restricted
Subsidiaries.


 


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


 


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


 




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


 


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


 


(b)          However,
Section 4.10(a) will not prohibit:


 


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


 


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


 


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


 


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


 


(5)         any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement effecting a refunding, replacement
or refinancing of Indebtedness Incurred pursuant to an agreement referred to in clauses (1) through (4), clause (10) or this
clause (5) of this Section 4.10(b) or contained in any amendment, restatement, modification, renewal, supplemental, refunding,
replacement or refinancing of an agreement referred to in clauses (1) through (4), clause (10) or this clause (5) of this
Section 4.10(b); provided, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in
any such agreement taken as a whole are no less favorable in any material respect to the Holders of the Notes than the encumbrances
and restrictions contained in the agreements governing the Indebtedness being refunded, replaced or refinanced;


 




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(6)         in
the case of clause (3) of Section 4.10(a) above, any encumbrance or restriction:


 


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


 


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


 


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


 


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


 


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


 


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


 


(7)         any
encumbrance or restriction contained in (a) purchase money obligations for property acquired in the ordinary course of business
and (b) Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions
of the nature described in clause (3) of Section 4.10(a) on the property so acquired;


 


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


 


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


 




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(10)        encumbrances
or restrictions contained in agreements governing Indebtedness of the Company or any of its Restricted Subsidiaries permitted to
be Incurred pursuant to an agreement entered into subsequent to the Issue Date in accordance with Section 4.07; provided,
that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable
to the Holders of Notes taken as a whole, as determined by the Board of Directors of the Company in good faith, than the provisions
contained in the Credit Agreement and in this Indenture as in effect on the Issue Date;



 


(11)        encumbrances
or restrictions contained in agreements entered into in connection with the Credit Agreement as amended from time to time, or the
Existing Senior Notes as amended from time to time, that apply during the occurrence of a continuing default or event of default
under the Credit Agreement or Existing Senior Notes;


 


(12)        the
issuance of Preferred Stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof;
provided, that issuance of such Preferred Stock is permitted pursuant to Section 4.07 and the terms of such Preferred Stock
do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital
Stock (other than requirements to pay dividends or liquidation preferences on such Preferred Stock prior to paying any dividends
or making any other distributions on such other Capital Stock); and


 


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


 


Section
4.11         Limitation on Sales of Assets and Subsidiary Stock.


 


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


 


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


 


(2)         at
least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary, as the case may be, from such Asset
Disposition and all other Asset Dispositions since December 12, 2013, on a cumulative basis, is in the form of cash or Cash Equivalents
or Additional Assets, or any combination thereof.


 


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


 


(1)         to
prepay, repay, redeem or purchase Pari Passu Indebtedness of the Company (including the Notes) or a Subsidiary Guarantor or any
Indebtedness (other than Disqualified Stock) of a Restricted Subsidiary that is not a Subsidiary Guarantor (in each case, excluding
Indebtedness owed to the Company or an Affiliate of the Company); provided, however, that, in connection with any prepayment,
repayment, redemption or purchase of Indebtedness pursuant to this Section 4.11(b)(1), the Company or such Restricted Subsidiary
will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid, redeemed or purchased; or


 




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


 


provided, that pending the final
application of any such Net Available Cash in accordance with clause (1) or clause (2) of this Section 4.11(b), the Company
and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not
prohibited by this Indenture. The requirement of clause (2) of this Section 4.11(b) shall be deemed to be satisfied if an
agreement committing to make the acquisition or expenditure referred to therein is entered into by the Company or a Restricted
Subsidiary within the specified time period and such Net Available Cash is subsequently applied in accordance with such agreement
within six months following such agreement.


 


(c)          Any
Net Available Cash from Asset Dispositions that is not applied or invested as provided in Section 4.11(b) will be deemed to
constitute “Excess Proceeds.” Not later than the 366th day from the later of the date of such Asset Disposition
or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be
required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and, to the extent required by
the terms of other Pari Passu Indebtedness, to all holders of other Pari Passu Indebtedness outstanding with similar provisions
requiring the Company to make an offer to purchase such Pari Passu Indebtedness with the proceeds from any Asset Disposition (“Pari
Passu Notes”) to purchase the maximum principal amount of Notes and any such Pari Passu Notes to which the Asset Disposition
Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount (or, in the event such Pari Passu Indebtedness of the Company was issued with significant original issue discount, 100%
of the accreted value thereof) of the Notes and Pari Passu Notes plus accrued and unpaid interest, if any (or in respect of such
Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date of purchase
(subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment
Date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes, as applicable,
in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. If the aggregate principal
amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by Holders or lenders, collectively, exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate
principal amount of tendered Notes and Pari Passu Notes. To the extent that the aggregate principal amount of Notes and Pari Passu
Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes, subject to the Articles IV and V of this Indenture.
Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.


 




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(d)          The
Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that
a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business
Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the
Company will purchase the principal amount of Notes and Pari Passu Notes required to be purchased pursuant to this Section 4.11
(the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly
tendered and not properly withdrawn, all Notes and Pari Passu Notes validly tendered and not properly withdrawn in response to
the Asset Disposition Offer.


 


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


 


(f)          On
or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis
to the extent necessary, the Asset Disposition Offer Amount of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes
so validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition Offer
Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes so validly tendered and not properly
withdrawn, in each case in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. The Company
will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment
by the Company in accordance with the terms of this Section 4.11 and, in addition, the Company will deliver all certificates and
notes required, if any, by the agreements governing the Pari Passu Notes. The Company or the paying agent, as the case may be,
will promptly (but in any case not later than five Business Days after the termination of the Asset Disposition Offer Period) mail
or deliver to each tendering Holder of Notes or holder or lender of Pari Passu Notes, as the case may be, an amount equal to the
purchase price of the Notes or Pari Passu Notes so validly tendered and not properly withdrawn by such holder or lender, as the
case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery
of an Officers’ Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered; provided, that each such new Note will be in a minimum
principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. In addition, the Company will take any and all
other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted will be promptly mailed or delivered
by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Disposition Offer on the Asset
Disposition Purchase Date.


 


(g)          The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions
of any securities laws or regulations conflict with provisions of this Section 4.11, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of its compliance
with such securities laws or regulations.


 




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(h)          For
the purposes of clause (2) of Section 4.11(a) above, the following will be deemed to be cash:


 


(1)         the
assumption by the transferee of Indebtedness or other obligations appearing on the consolidated balance sheet of the Company (other
than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness or other obligations of a Restricted Subsidiary
appearing on the consolidated balance sheet of the Company (other than Guarantor Subordinated Obligations or Disqualified Stock
of any Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from
all liability on such Indebtedness or other liability in connection with such Asset Disposition (in which case the Company will,
without further action, be deemed to have applied such deemed cash to Indebtedness in accordance with Section 4.11(b)(1)); and


 


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


 


Section
4.12         Limitation on Affiliate Transactions. 


 


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


 


(1)         the
terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary, as the case
may be, than those that could reasonably be expected to be obtained in a comparable transaction at the time of such transaction
in arm’s-length dealings with a Person who is not such an Affiliate or if, in the good faith judgment of the Board of Directors,
no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise
fair to the Company or the Restricted Subsidiary, from a financial point of view; and


 


(2)         either:
(a) if such Affiliate Transaction involves an aggregate consideration in excess of $20.0 million but not greater than $50.0
million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction satisfies
the criteria in Section 4.12(a)(1) above, or (b) if such Affiliate Transaction involves an aggregate consideration in
excess of $50.0 million, the Company delivers to the Trustee an Officers’ Certificate certifying that such Affiliate Transaction
satisfies the criteria in Section 4.12(a)(1) above and that the terms of such transaction have been approved by a majority
of the members of the Board of Directors of the Company having no personal pecuniary interest in such transaction.


 




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


 


(1)         any
Restricted Payment permitted to be made pursuant to Section 4.08 or a Permitted Investment described in clauses (5), (6) or (16)
of the definition thereof;


 


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


 


(3)         loans
or advances to employees, officers or directors in the ordinary course of business of the Company or any of its Restricted Subsidiaries
not to exceed $5.0 million in the aggregate at any one time outstanding;


 


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


 


(5)         any
transaction between the Company and a Restricted Subsidiary or between Restricted Subsidiaries;


 


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


 


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


 


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


 


(9)         the
payment of reasonable salary, bonus, severance and other compensation and fees to officers, directors or employees of the Company
or any Restricted Subsidiary;


 


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


 




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


 


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


 


(13)        any
transaction in which the Company or any of its Restricted Subsidiaries delivers to the Trustee a letter from an accounting, appraisal
or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary
from a financial point of view or that such transaction meets the requirements of Section 4.12(a)(1).


 


Section
4.13         Future Subsidiary Guarantors.


 


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


 


Section
4.14         Business Activities.


 


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


 


Section
4.15         Offer to Repurchase Upon a Change of Control.


 


(a)          If
a Change of Control occurs, unless the Company has previously or concurrently exercised its right to redeem all of the Notes pursuant
to Section 3.07, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess of $2,000) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal
amount of the Notes plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant Interest Payment Date).


 




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(b)          Within
30 days following any Change of Control, unless the Company has previously or concurrently exercised its right to redeem all of
the Notes pursuant to Section 3.07, the Company will mail a notice (the “Change of Control Offer”) to each Holder,
with a copy to the Trustee, stating, among other things:


 


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


 


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


 


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


 


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


 


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


 


(6)         that
Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided,
that the paying agent receives, not later than the close of business on the Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter complying with the requirements of Section 4.15(f) below;


 


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


 


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


 


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


 




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


 


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


 


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


 


(d)          The
paying agent will promptly mail or deliver to each Holder of Notes accepted for payment the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, that each such new Note
will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.


 


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


 


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


 


(g)          The
Trustee and the Paying Agent shall return to the Company, upon its request, any cash that remains unclaimed for two years after
a Change of Control Payment Date together with interest or dividends, if any, thereon (subject to Section 7.01(f)), held by them
for the payment of the Change of Control Payment; and the Holder of such tendered and accepted Note shall thereafter look only
to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, shall at the expense of the Company comply with the SEC Regulation 17AD-17 as
it applies to lost bondholders; provided, further however, that (x) to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 4.15(c)(2) exceeds the aggregate Change of Control Payment of the Notes or portions
thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the
Company in writing, promptly after the Business Day following the Change of Control Payment Date the Trustee shall return any such
excess to the Company together with interest, if any, thereon (subject to Section 7.01(f)).


 




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(h)          The
Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws or regulations in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with this Section 4.15, the Company 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 conflict.


 


(i)          Notwithstanding
the foregoing, the Company shall not be required to make a Change of Control Offer (i) upon a Change of Control if a third
party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth
in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer or (ii) if notice of redemption for 100% of the aggregate principal amount of
the outstanding Notes has been given pursuant to Section 3.07, unless and until there is a default in payment of the applicable
redemption price.


 


(j)          In
the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes validly tender and do not
withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of
the Company pursuant to Section 4.15(i) above, purchases all of the Notes validly tendered and not withdrawn by such Holders,
the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following
the purchase pursuant to the Change of Control Offer described under this Section 4.15, to redeem all of the Notes that remain
outstanding following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the
extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption.


 


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


 


Section
4.16         Termination of Covenants.


 


In the event that at
any time an Investment Grade Rating Event has occurred, the Company and its Restricted Subsidiaries will no longer be subject to
the provisions of this Indenture described under Sections 4.07, 4.08, 4.10, 4.11 and 4.12. In addition, the Company will no longer
be subject to the financial test set forth in Section 5.01(a)(3).  Following the termination of the covenants listed in this
Section 4.16, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries.


 




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Section
4.17         Payment of Additional Amounts.


 


(a)          All
payments under or with respect to the Notes or this Indenture or pursuant to any future Subsidiary Guarantee shall be made free
and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”)
imposed or levied by or on behalf of any Canadian government (or, with respect to any Subsidiary Guarantor incorporated or organized
outside the United States or Canada, the government of the country in which such Subsidiary Guarantor is incorporated or organized)
or political subdivision or territory or possession of any government or authority or agency therein or thereof having the power
to tax (each a “Taxing Authority”), unless the obligor thereon is required to withhold or deduct Taxes under any law
or by the interpretation, application or administration thereof.


 


(b)          If
any such obligor is so required to withhold or deduct any amount of or on account of Taxes imposed by a Taxing Authority from any
payment made under or with respect to the Notes or any Subsidiary Guarantee, as the case may be, such obligor shall pay, as additional
interest, to each Holder of Notes that are outstanding on the date of the required payment, such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such
withholding or deduction (including withholdings and deductions on Additional Amounts) shall not be less than the amount such Holder
would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts shall be payable with
respect to a payment made to a Holder or beneficial owner of the Notes (an “Excluded Holder”):


 


(1)         which
is subject to such Taxes by reason that it does not deal at arm’s length (within the meaning of the Income Tax Act (Canada))
with the applicable obligor at the time of making such payment;


 


(2)         which
is subject to such Taxes by reason of its being or having been connected with Canada or a province thereof otherwise than by the
mere holding or ownership, or deemed holding or ownership of the Notes or the receipt of payments thereunder or under any Subsidiary
Guarantee (as a matter of, for example, citizenship, nationality, residence, domicile, or existence of a business or permanent
establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Authority);


 


(3)         which
is subject to such Taxes by reason of the fact that it is a specified shareholder of the obligor for the purposes of subsection
18(5) of the Income Tax Act (Canada), or a person that does not deal at arm’s length with any such specified shareholder;


 


(4)         where
such Taxes are on account of any tax, duty, assessment or other charge imposed pursuant to Sections 1471 through 1474 of the Code,
any current for future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental
agreement between a non-U.S. jurisdiction and the United States, with respect to the forgoing or any agreements entered into pursuant
to Section 1471(b)(1) of the Code;


 




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(5)         which
failed to duly and timely comply with a timely request of the Company to provide information, documents or other evidence concerning
such Holder’s or beneficial owner’s nationality, residence, entitlement to treaty benefits or identity, if and to the
extent that (A) such Holder and/or beneficial owner was legally able to comply with such request and (B) due and timely compliance
with such request is required by applicable law or administrative policy as a precondition to reduction or elimination of, and
would have reduced or eliminated, any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or
beneficial owner but for this clause;


 


(6)         which
is a fiduciary or a partnership or not the sole beneficial owner of the relevant Note, if and to the extent that any beneficiary
or settlor with respect to such fiduciary, any partner with respect to such partnership or any beneficial owner of such Note (as
the case may be) would not have been entitled to receive Additional Amounts with respect to the payment in question had such beneficiary,
settlor, partner or beneficial owner been the actual Holder of such Note;


 


(7)         in
respect of any estate, gift, inheritance, value added, excise, transfer, intangible or similar tax; or


 


(8)         any
combination of the above clauses in this proviso.


 


(c)          The
applicable obligor on the Notes or any Subsidiary Guarantee, as the case may be, shall make any required withholding or deduction
and remit the full amount deducted or withheld to the Taxing Authority in accordance with applicable law. The applicable obligor
on the Notes or any Subsidiary Guarantee, as the case may be, shall provide to the Holders of the Notes, within 30 days after the
date the payment of any Taxes so deducted or withheld are due pursuant to applicable law, a copy of such tax receipts evidencing
such payment, if any, that provides reasonable evidence of such payment by such obligor.


 


(d)          In
addition, the applicable obligor on the Notes or any Subsidiary Guarantee, as the case may be, shall indemnify and hold harmless
each Holder or beneficial owner (without duplication) of Notes that are outstanding on the date of the required payment and upon
written request reimburse each such Holder or beneficial owner for the amount of: (i) any Taxes so levied or imposed by a Taxing
Authority and paid by such Holder or beneficial owner (without duplication) as a result of payments made under or with respect
to the Notes or any Subsidiary Guarantee, but excluding any such Taxes with respect to which such Holder or beneficial owner is
an Excluded Holder, and (ii) any such Taxes imposed on such Holder or beneficial owner (other than any such Taxes with respect
to which such Holder or beneficial owner is an Excluded Holder) with respect to any reimbursement under clause (i) immediately
above (collectively, “Reimbursement Payments”).


 


(e)          At
least 30 days prior to each date on which any payment under or with respect to any Note is due and payable, if the Company becomes
obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officers’ Certificate
stating the fact that such Additional Amounts shall be payable and the amounts so payable and shall set forth such other information
necessary to enable the Trustee to pay such Additional Amounts to holders of Notes on the payment date.


 




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(f)          Whenever
in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), purchase prices in connection
with a repurchase or redemption of Notes, interest or any other amount payable on or with respect to any of the Notes, this Indenture
or the Subsidiary Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts and Reimbursement
Amounts provided for in this Section 4.17 to the extent that, in such context, Additional Amounts or Reimbursement Payments are,
were or would be payable in respect thereof.


 


Article
V

SUCCESSORS


 


Section
5.01         Merger and Consolidation.


 


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


 


(1)         the
resulting, surviving or transferee Person (the “Successor Company”) is a corporation organized and existing
under the laws of Canada or any province thereof, the United States of America, any State of the United States or the District
of Columbia and the Successor Company (if not the Company) expressly assumes, by supplemental indenture, executed and delivered
to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and this Indenture;


 


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


 


(3)         either
(A) immediately after giving effect to such transaction, the Successor Company would be able to Incur at least an additional
$1.00 of Indebtedness pursuant to Section 4.07(a), or (B) immediately after giving effect to such transaction on a pro forma
basis and any related financing transactions as if the same had occurred at the beginning of the applicable four quarter period,
the Consolidated Coverage Ratio of the Company is equal to or greater than the Consolidated Coverage Ratio of the Company immediately
before such transaction;


 


(4)         if
the Company is not the Successor Company, each Subsidiary Guarantor (unless it is the other party to the transactions above, in
which case Section 5.01(a)(1) above shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee
shall apply to such Person’s obligations in respect of this Indenture and the Notes shall continue to be in effect; and


 




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


 


For purposes of this Section 5.01, the
sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of
one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would
constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be
the transfer of all or substantially all of the assets of the Company.


 


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


 


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


 


(2)         the
transaction will result in the release and discharge of the Subsidiary Guarantor from its obligations under this Indenture and
its Subsidiary Guarantee after and upon compliance with Section 10.04.


 


(c)          Notwithstanding
Section 5.01(a)(3), (x) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties
and assets to the Company and the Company may consolidate with, merge into or transfer all or part of its properties and assets
to a Subsidiary Guarantor and (y) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating
the Company in another jurisdiction; and provided further that, in the case of a Restricted Subsidiary that consolidates
with, merges into or transfers all or part of its properties and assets to the Company, the Company will not be required to comply
with Section 5.01(a)(5).


 


(d)          Upon
any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of
all or substantially all of the assets of the Company in accordance with Section 5.01(a), the Successor Company shall succeed to,
and be substituted for, and may exercise every right and power of, the Company, under this Indenture with the same effect as if
such successor Person has been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person
shall be released from the obligation to pay the principal of and interests on the Notes and all other covenants and obligations
under this Indenture.


 




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Article
VI

DEFAULTS AND REMEDIES


 


Section
6.01         Events of Default.


 


An “Event
of Default” shall occur if:


 


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


 


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


 


(c)          there
shall be a default in the performance or breach of the Company’s or the Subsidiary Guarantor’s obligations under Section
3.11, Section 4.11 or Section 4.15, or their obligations under Article V;


 


(d)          there
shall be a failure by the Company to comply for 30 days (or 180 days in the case of a Reporting Failure) after there has been given,
by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder, with any of its obligations under Section 4.07 through
Section 4.15 (in each case, other than to the extent covered by Section 6.01(b) and Section 6.01(c));


 


(e)          there
shall be a failure by the Company to comply with any agreement in this Indenture (other than an agreement, a default in or failure
to comply that is specifically dealt with elsewhere in this Section 6.01) and continuance of such default for 60 days after there
has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders
of at least 25% in principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(5)         orders
the winding up or liquidation of the Company’s or any of its Restricted Subsidiaries that is a Significant Subsidiary or
any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary’s, affairs,
and the final order or decree remains unstayed and in effect for 60 consecutive days;


 




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


 


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


 


Notwithstanding the
foregoing, if an Event of Default specified in Section 6.01(f) above shall have occurred and be continuing, such Event of Default
and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree
of a court of competent jurisdiction) shall be automatically rescinded if (i) the Indebtedness that is the subject of such
Event of Default has been repaid, or (ii) if the default relating to such Indebtedness is waived by the holders of such Indebtedness
or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration
in respect of such Indebtedness, in each case within 30 days after the declaration of acceleration with respect thereto.


 


Section
6.02         Acceleration.


 


(a)          If
an Event of Default (other than as specified in Sections 6.01(g) or (h)) shall occur and be continuing with respect to this Indenture,
the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee
at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be
due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes) and
upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. If an Event
of Default specified in Sections 6.01(g) or (h) occurs and is continuing, the principal of, premium, if any, accrued and unpaid
interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holders.


 




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


 


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


 


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


 


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


 


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


 


Section
6.03         Other Remedies.


 


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


 


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


 


Section
6.04         Waiver of Past Defaults.


 


The Holders of not
less than a majority in aggregate principal amount of the Notes outstanding, by written notice to the Trustee and the Company,
may on behalf of the Holders of all outstanding Notes waive any existing Default or Event of Default under this Indenture and its
consequences, except a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, or
interest on any Note (which may only be waived with the consent of each Holder of Notes affected), or (2) in respect of a
covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected
by such modification or amendment.  In case of any such waiver, the Company, the Trustee and the Holders shall be restored
to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of
the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair
any right consequent thereon.


 




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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 or that the Trustee determines is unduly prejudicial to the rights
of other Holders of Notes or that would involve the Trustee in personal liability.


 


Section
6.06         Limitation on Suits.


 


Subject to Section
6.07 and Section 7.01, no Holder of any of the Notes has any right to institute any proceedings with respect to this Indenture
or any remedy thereunder, unless (1) such Holder has previously given the Trustee written notice that an Event of Default
has occurred and is continuing, (2) the Holders of at least 25% in aggregate principal amount of the outstanding Notes have
made written request to the Trustee to institute a proceeding or pursue a remedy, (3) such Holders have furnished reasonable
security or indemnity to the Trustee to institute such proceeding or pursue such remedy as Trustee under the Notes and this Indenture,
(4) the Trustee has failed to institute such proceeding or pursue such remedy within 60 days after receipt of such notice
and such offer of security or indemnity, and (5) the Holders of a majority in aggregate principal amount of the outstanding
Notes have not waived such Event of Default or otherwise given the Trustee a direction that, in the opinion of the Trustee, is
inconsistent with such request within such 60-day period.


 


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


 


Section
6.08         Collection Suit by Trustee.


 


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


 




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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 Company or any Subsidiary Guarantor (or
any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute
any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To
the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.10         Priorities.


 


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


 


First: to the
Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


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


 


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


 


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


 




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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 and expenses,
against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07, or
a suit by Holders of more than ten percent in principal amount of the then outstanding Notes.


 


Article
VII

TRUSTEE


 


Section
7.01         Duties of Trustee.


 


(a)          In
the event an Event of Default has occurred and is continuing, the Trustee shall exercise such of the powers to use the degree of
care in its exercise, as a prudent person would use in the conduct of his own affairs.


 


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


 


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


 


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


 


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


 


(3)         the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Section 6.05.


 


(d)          Whether
or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c)of this Section 7.01.


 




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


 


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


 


Section
7.02         Certain Rights of Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 




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(g)          The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of such event is sent to the Trustee in accordance with Section 12.02, and such notice
references the Notes.


 


(h)          Subject
to Section 7.01(b)(2), the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence
of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit.


 


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


 


Section
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 become a creditor of, or otherwise deal with,
the Company or any of its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest as described in the TIA while any Default exists, it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as Trustee with such conflict or resign as Trustee. Any Agent may do the same
with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.


 


Section
7.04         Trustee’s Disclaimer.


 


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


 


Section
7.05         Notice of Default.


 


If a Default or Event
of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder a notice of the Default
or Event of Default within 30 days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of, premium or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of the Holders of the Notes.


 




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Section
7.06         Reports by Trustee to Holders of the Notes.


 


(a)          Within
60 days after each May 15, beginning with May 15, 2015, and for so long as Notes remain outstanding, the Trustee shall mail to
the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if
no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report
need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).


 


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


 


Section
7.07         Compensation and Indemnity.


 


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


 


(b)          The
Company shall indemnify the Trustee in its capacity against any and all losses, liabilities or reasonable out-of-pocket expenses
incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against
any claim (whether asserted by either of the Company or any Holder or any other person) or liability in connection with the exercise
or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable
to its negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure
by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may elect to have separate counsel defend the claim, but the
Company will be obligated to pay the reasonable fees and expenses of such separate counsel only if the Company fails to assume
the Trustee’s defense or there is a conflict of interest between the Company, on the one hand, and the Trustee, on the other
hand, with respect to the claim, as reasonably determined by the Trustee. The Company need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld or delayed.


 


(c)          The
obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture.


 




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(d)          To
secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay principal, premium, if any, and interest on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.


 


(e)          When
the Trustee incurs expenses or renders services after an Event of Default specified in Sections 6.01(g) or (h) occurs, the expenses
and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.


 


Section
7.08         Replacement of Trustee.


 


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


 


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


 


(1)         the
Trustee fails to comply with Section 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 Company shall promptly appoint
a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.


 


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


 


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


 




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(f)          A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon,
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided, that
all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall 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 Person, the successor
Person without any further act shall be the successor Trustee.


 


Section
7.10         Eligibility; Disqualification.


 


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


 


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


 


Section
7.11         Preferential Collection of Claims Against Company.


 


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


 


Article
VIII

DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.01         Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may, at
its option and at any time, elect to have either Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance with
the conditions set forth below in this Article VIII.


 




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Section
8.02         Legal Defeasance and Discharge.


 


Upon the Company’s
exercise under Section 8.01 of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04, be deemed to have been discharged from its obligations with respect to this Indenture and
all outstanding Notes and all obligations of the Subsidiary Guarantors shall be deemed to have been discharged with respect to
their obligations under this Indenture and the Guarantees on the date the conditions set forth below are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Subsidiary Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Guarantees, respectively,
which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of
this Indenture referred to in clauses (a) and (b) of this Section 8.02, and shall be deemed discharged from the payment and performance
of all other obligations under this Indenture, the Notes and the Guarantees (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from
Funds in Trust (as defined in Section 8.04 and as more fully set forth in such Section) payments in respect of the principal of,
premium, if any, and interest on such Notes when such payments are due, (b) subject to clause (a) of this Section 8.02, the
Company’s obligations with respect to such Notes under Article II and Section 4.02, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, (d) this Article VIII and (e) Section 3.11. Subject to compliance with this
Article VIII, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03.  If the Company exercises its legal defeasance option pursuant to this Section 8.02, the Subsidiary Guarantees
will terminate with respect to the Notes, and payment of the Notes may not be accelerated pursuant to Section 6.02 because of an
Event of Default with respect to the Notes.  Subject to compliance with this Article VIII, the Company may exercise its option
(if any) to have this Section 8.02 applied to any Notes notwithstanding the prior exercise of its option (if any) to have Section
8.03 applied to such Notes.


 


Section
8.03         Covenant Defeasance.


 


Upon the Company’s
exercise under Section 8.01 of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.04, be released from its obligations, and each Restricted Subsidiary shall be released from its
obligations, under the covenants contained in Sections 4.07 through 4.15 and the limitations set forth in Section 5.01(a)(3) with
respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes, the Company and each Restricted Subsidiary may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01,
but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to the satisfaction of the conditions
set forth in Section 8.04, (i) Sections 6.01(f), (g) and (h) (clauses (g) and (h) with respect to Significant Subsidiaries
only), and Sections 6.01(i) and (j) shall not constitute Events of Default, (ii) payment of the Notes may not be accelerated
because of an Event of Default specified in Sections 6.01(d), (e), (f), (g) or (h) (clauses (g) and (h) with respect to Significant
Subsidiaries only), or Sections 6.01(i) and (j) or because of the failure of the Company to comply with Section 5.01(a)(3), and
(iii) the Subsidiary Guarantees will terminate with respect to the Notes.


 




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Section
8.04         Conditions to Legal Defeasance or Covenant Defeasance.


 


The following shall
be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:


 


(a)          the
Company must irrevocably deposit or cause to be deposited with the Trustee, in trust, money or U.S. Government Obligations (“Funds
in Trust”), for the payment of principal of, premium, if any, and interest on the outstanding Notes on the Stated Maturity
(or the applicable redemption date), if at or prior to electing either Legal Defeasance or Covenant Defeasance, the Company has
delivered to the Trustee an irrevocable notice to redeem all of the outstanding Notes on such redemption date, and the Company
must specify whether the Notes are being defeased to Stated Maturity or to a particular redemption date;


 


(b)          in
the case of Legal Defeasance, the Company shall have delivered to the Trustee one of more opinions of independent counsel in the
United States and Canada reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change
in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders and Beneficial Owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes or Canadian federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal
income tax or Canadian federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;


 


(c)          in
the case of Covenant Defeasance, the Company shall have delivered to the Trustee one or more opinions of independent counsel in
the United States and Canada reasonably acceptable to the Trustee confirming that the Holders and Beneficial Owners of the outstanding
Notes will not recognize income, gain or loss for U.S. federal income tax purposes or Canadian federal income tax purposes as a
result of such Covenant Defeasance and will be subject to U.S. federal income tax or Canadian federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


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


 


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


 




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


 


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


 


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


 


(a)          Subject
to Section 8.06, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium
and interest, but such money need not be segregated from other funds except to the extent required by law.


 


(b)          The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


(c)          Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or U.S. Government Obligations held by it as provided in Section 8.04 which, in the opinion of
a nationally recognized firm of independent public accountants, investment bank, or appraisal firm expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section
8.06         Repayment to the Company.


 


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


 




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Section
8.07         Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any United States dollars or U.S. Government Obligations in accordance with Section 8.02 or 8.03, as the
case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company’s obligations to make the related payments under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however,
that, if the Company make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money
held by the Trustee or Paying Agent.


 


Article
IX

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section
9.01         Without Consent of Holders of Notes.


 


(a)          Notwithstanding
Section 9.02, without the consent of any Holder, the Company, any Subsidiary Guarantor and the Trustee may modify, supplement or
amend this Indenture or the Notes to:


 


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


 


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


 


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


 


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


 


(5)         secure
the Notes or Subsidiary Guarantees;


 


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


 




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


 


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


 


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


 


(b)          Upon
the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04 and Section 9.06, the Trustee
shall join with the Company and each Subsidiary Guarantor in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein
contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights,
duties or immunities under this Indenture or otherwise.


 


Section
9.02         With Consent of Holders of Notes.


 


(a)          Except
as provided below in this Section 9.02, the Company, any Subsidiary Guarantor and the Trustee may amend or supplement this Indenture
or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes,
if any) then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes); provided, however, that no such modification or amendment may, without the consent of the Holder
of each outstanding Note affected thereby:


 


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


 


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


 


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


 


(4)         reduce
the premium payable upon the redemption of any Note pursuant to Article III or change the time at which any Note may be redeemed
pursuant to Article III hereof; it being expressly understood that this does not apply to modifications of Sections 4.11 and 4.15
or provisions relating thereto;


 


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


 


(6)         waive
a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes (except a rescission of acceleration
of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of
the payment default that resulted from such acceleration) or impair the right of any Holder to receive payment of the principal
of, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the
enforcement of any payment on or with respect to such Holder’s Notes;


 




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


 


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


 


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


 


(c)          Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent
of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04,
the Trustee shall join with the Company and each Subsidiary Guarantor in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended
or supplemental indenture.


 


(d)          It
shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed
amendment (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), but it shall be sufficient if such consent approves the substance thereof.


 


(e)          After
an amendment under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice
briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amendment.


 


Section
9.03         Compliance with Trust Indenture Act.


 


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


 




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Section
9.04         Revocation and Effect of Consents.


 


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


 


Section
9.05         Notation on or Exchange of Notes.


 


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


 


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


 


Section
9.06         Trustee to Sign Amendments, Etc.


 


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


 


Article
X

SUBSIDIARY GUARANTEES


 


Section
10.01         Subsidiary Guarantee.


 


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


 




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(b)          The
Subsidiary Guarantors agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce
the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal
or equitable discharge or defense of a Subsidiary Guarantor. Subject to Section 6.06, each Subsidiary Guarantor waives diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right
to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee
shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.


 


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


 


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


 


(e)          In
respect to its obligations under its Guarantee, each Subsidiary Guarantor agrees to be bound to, and hereby covenants, with respect
to itself, the covenant set forth in Section 4.06.


 




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Section
10.02         Limitation on Subsidiary Guarantor Liability.


 


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


 


Section
10.03         Execution and Delivery of Notation of Guarantee.


 


(a)          To
evidence its Guarantee set forth in Section 10.01, a Subsidiary Guarantor shall execute a supplemental indenture to this Indenture
substantially in the form included in Exhibit E hereto and a notation of such Guarantee substantially in the form included in Exhibit D
hereto endorsed by an Officer of such Subsidiary Guarantor by manual or facsimile signature on each Note authenticated and delivered
by the Trustee.


 


(b)          Each
Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Guarantee.


 


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


 


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


 


Section
10.04         Releases of Subsidiary Guarantors.


 


(a)          If
no Default or Event of Default has occurred and is continuing, a Subsidiary Guarantor will be deemed automatically and unconditionally
released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or
any Holder of the Notes:


 




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(1)         in
connection with any sale or other disposition of (i) all of the Capital Stock of such Subsidiary Guarantor or (ii) all or substantially
all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), in each case to one
or more Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary,
if the sale or other disposition, as applicable, does not violate Section 4.11;


 


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


 


(3)         if
the Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such
Guarantee (except a release or discharge by or as a result of payment under such Guarantee);


 


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


 


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


 


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


 


Article
XI

SATISFACTION AND DISCHARGE


 


Section
11.01         Satisfaction and Discharge.


 


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


 


(a)          either:


 


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


 


(2)         all
Notes not theretofore delivered to the Trustee for cancellation have become due and payable or will become due and payable
at their Stated Maturity within one year by reason of the giving of a notice of redemption or otherwise;


 




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(b)          the
Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust
an amount in United States dollars, U.S. Government Obligations, or a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants or a nationally recognized investment banking firm, without consideration of
any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee
for cancellation, including principal of, premium, if any, and accrued interest at such Stated Maturity or redemption date;


 


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


 


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


 


(e)          the
Company has delivered irrevocable instructions to the Trustee hereunder to apply any deposited money described in clause (b) of
this Section 11.01 to the payment of the Notes at Stated Maturity or the redemption date, as the case may be.


 


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


 


(a)          Subject
to Section 11.03, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01
in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent)
as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium
and interest, but such money need not be segregated from other funds except to the extent required by law.


 


(b)          Notwithstanding
the above, the Trustee shall pay to the Company from time to time upon its request any cash or U.S. Government Obligations held
by it as provided in this Section 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 a satisfaction and discharge under this Article XI.


 


Section
11.03       Repayment to the Company.


 


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


 




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Section
11.04         Reinstatement.


 


If the Trustee or Paying
Agent is unable to apply any United States dollars or U.S. Government Obligations in accordance with Section 11.01, by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations to make the related payments under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 11.01 until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 11.02 or 11.01; provided, however, that, if the Company make any payment
of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.


 


Article
XII

MISCELLANEOUS


 


Section
12.01         No Adverse Interpretation of Other Agreements.


 


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


 


Section
12.02         Notices.


 


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


 


If to the Company or any Subsidiary
Guarantor:


 


Ultra Petroleum Corp.


400 North Sam Houston Parkway E.,


Suite 1200, Houston, Texas 77060


Facsimile: (281) 876-2831


Attention: Chief Financial Officer


 




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If to the Trustee:


 


US Bank National Association

5555 San Felipe, 11th Floor

Houston, Texas 77056

Facsimile: (713) 235-9213

Attention: Corporate Trust Services


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section
12.04         Certificate and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (1) an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 12.05) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and (2) an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05) stating that, in the opinion
of such counsel (who may rely on such Officers’ Certificate as to matters of fact), all such conditions precedent and covenants
have been satisfied.


 




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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 Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:


 


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


 


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


 


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


 


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


 


Section
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
Stockholders.


 


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


 


Section
12.08         Governing Law.


 


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


 




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Section
12.09         Agent for Service; Submission to Jurisdiction. 


 


By the execution and
delivery of this Indenture, each the Company and the Subsidiary Guarantors (i) acknowledges that it has designated and appointed
Ultra Resources, Inc., a Wyoming corporation, as its authorized agent upon which process may be served in any suit, action or proceeding
arising out of or relating to the Notes, this Indenture and the Subsidiary Guarantees that may be instituted in any federal or
state court in the State of New York, Borough of Manhattan, or brought under United States federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that Ultra
Resources, Inc. has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit, action or proceeding,
and (iii) agrees that service of process upon Ultra Resources, Inc., 400 North Sam Houston Parkway E., Suite 1200, Houston, Texas
77060, and written notice of said service to the Company (mailed or delivered to the Company’s Corporate Secretary at the
office as specified in Section 12.02 hereof), shall be deemed in every respect effective service of process upon it in any such
suit or proceeding. Each of the Company and each Subsidiary Guarantor further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment
of Ultra Resources, Inc., in full force and effect so long as this Indenture shall be in full force and effect; provided that the
Company may and shall (to the extent UP Energy Corporation ceases to be able to be served on the basis contemplated herein), by
written notice to the Trustee, designate such additional or alternative agent for service of process under this Section 12.09 that
(i) maintains an office located in the United States, (ii) is either (A) counsel for the Company or (B) a corporate service company
which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as
agent for service of process in accordance with this Section 12.09, but in any event, there shall, at all times, be at least one
agent for service of process for the Company and any Subsidiary Guarantors, if any, appointed and acting in accordance with this
Section 12.09. Such notice shall identify the name of such agent for process and the address of such agent for process. Upon the
request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, any action against
the Company or any Subsidiary Guarantor arising out, or based on, this Indenture or any Note may also be instituted by the Holder
of such Note in any court in the jurisdiction of organization of the Company or any Subsidiary Guarantor, as the case may be, and
each of them accepts jurisdiction of such court in any such action. To the extent that the Company or any Subsidiary Guarantor,
or any of its properties, assets or revenues, may have or may hereafter become entitled to, or have attributed to it or such properties,
assets or revenue, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding,
from the giving of any relief in any thereof, from set-off or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment,
or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in
which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising
out of or in connection with this Indenture, the Notes or the Subsidiary Guarantees, each of the Company and the Subsidiary Guarantors,
to the maximum extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such
immunity and consents to such relief and enforcement.


 


Section
12.10         Trust Indenture Act Controls.


 


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


 




    	116



    	 



    

 


Section
12.11         Successors.


 


All agreements of the
Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Subsidiary Guarantor in this Indenture shall bind its successors, except as otherwise provided
in Sections 5.01 or 10.04.


 


Section
12.12         Severability.


 


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


 


Section
12.13         Counterpart Originals.


 


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


 


Section
12.14         Acts of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders
in person or by agents duly appointed in writing, and may be given or obtained in connection with a purchase of, or tender offer
or exchange offer for, outstanding Notes; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company if made
in the manner provided in this Section 12.14.


 


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


 




    	117



    	 



    

 


(c)          Notwithstanding
anything to the contrary contained in this Section 12.14, 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
2.04.


 


(d)          If
the Company shall solicit from the Holders of the Notes any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company may, at its option, fix in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do
so. Notwithstanding TIA Section 316(c), such record date shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee
prior to such solicitation pursuant to Section 2.06 and not later than the date such solicitation is completed. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed
or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture
not later than eleven months after the record date.


 


(e)          Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Note.


 


(f)          Without
limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself
with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do
so pursuant to such appointment with regard to all or any part of such principal amount.


 


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


 


Section
12.15         Benefit of Indenture.


 


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


 


Section
12.16         Table of Contents, Headings, Etc.


 


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


 




    	118



    	 



    

 


Section
12.17         Indemnification for Foreign Currency Judgments.


 


(a)          The
obligations of the Company or any Subsidiary Guarantor to any Holder of Notes or the Trustee shall, notwithstanding any judgment
in a currency (the “Judgment Currency”) other than United States dollars (the “Agreement Currency”), be
discharged only to the extent that on the first Business Day following receipt by such Holder of Notes or the Trustee, as the case
may be, of any amount in the Judgment Currency, such Holder of Notes or the Trustee may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency in New York, New York. If the amount of the Agreement Currency that
could be so purchased is less than the amount originally to be paid to such Holder of Notes or the Trustee, as the case may be,
in the Agreement Currency, the Company and each Subsidiary Guarantor agrees, as a separate obligation and notwithstanding such
judgment, to pay to such Holder of Notes or the Trustee, as the case may be, the difference, and if the amount of the Agreement
Currency that could be so purchased exceeds the amount originally to be paid to such Holder of Notes or the Trustee, as the case
may be, such Holder of Notes or the Trustee, as the case may be, agrees to pay to or for the account of the Company such excess,
provided that such Holder of Notes or the Trustee, as the case may be, shall not have any obligation to pay any such excess as
long as a default by the Company or any Subsidiary Guarantor in its obligations in respect of its obligations to pay when due any
principal of, or interest, premium, if any, liquidated damages, if any, or Additional Amounts, if any, on the Notes, or any other
amounts due under this Indenture or the Guarantees has occurred and is continuing, in which case such excess may be applied by
such Holder of Notes or the Trustee, as the case may be, to such payment obligations.


 


(b)          The
provisions of this Section 12.17 shall apply irrespective of any indulgence granted to the Company or any Subsidiary Guarantor
from time to time and shall continue in full force and effect notwithstanding any payment by or on behalf of the Company or any
Subsidiary Guarantor, and any amount due from the Company under this Section 12.17 will be due as a separate payment and shall
not be affected by any judgment obtained or claims made for any other sums due under or in respect of this Indenture.


 


[Signature page to follow]


 




    	119



    	 



    

 


SIGNATURES


 


ULTRA PETROLEUM CORP.


 


	By:	/s/ Garland R. Shaw	 
	 	Name:	Garland R. Shaw	 
	 	Title:	Senior Vice President and Chief Financial Officer	 


 


[Signature Page to Indenture]


 




    	 



    	 



    

 


SIGNATURES


 


U.S. BANK NATIONAL ASSOCIATION, as Trustee


 


	By:	/s/ Mauri J. Cowen	 
	 	Name:	Mauri J. Cowen	 
	 	Title:	Vice President	 


 


[Signature Page to Indenture]


 




    	 



    	 



    

 


Exhibit
A


 


[Face of Note]


 


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


 


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 2.07 OF THE INDENTURE (AS DEFINED HEREIN), (2) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED
TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED
TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


 




    	Exhibit A - 1



    	 



    

 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS
OF, THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION
TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE
TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR
TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


[THE RIGHTS ATTACHING TO THIS REGULATION
S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN).]


 


	 	CUSIP:              
	No.	Principal Amount: $              


 




    	Exhibit A - 2



    	 



    

 


ULTRA PETROLEUM CORP.


 


6.125% Senior Notes due 2024


 


Ultra Petroleum Corp.,
a Yukon corporation (the “Company”), which term includes any successor under the Indenture hereinafter referred to,
for value received, promises to pay to                               ,
or its registered assigns, the principal sum of [   ] ($[   ]) UNITED STATES DOLLARS [(or such other
amount as may be set forth on the attached Schedule of Exchanges of Interests)] on  October 1, 2024.


 


Interest Payment Dates:
April 1 and October 1 of each year, commencing April 1, 2015.


 


Regular Record Dates:
March 15 and September 15 of each year.


 




    	Exhibit A - 3



    	 



    

 


Reference is hereby
made to the further provisions of this Note set forth on the reverse, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


IN WITNESS WHEREOF,
the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.


 


ULTRA PETROLEUM CORP.,


a Yukon corporation


 


	By:	 	 
	 	Name:	Garland R. Shaw	 
	 	Title:	Senior Vice President and Chief Financial Officer	 


 




    	Exhibit A - 4



    	 



    

 


(Form of Trustee’s Certificate of
Authentication)


 


This is one of the
6.125% Senior Notes due 2024 described in the within-mentioned Indenture.


 


U.S. Bank National Association, as Trustee


 


	By:	 	 
	 	Authorized Signatory	 
	 	 	 
	Date:	 	 


 




    	Exhibit A - 5



    	 



    

 


[Reverse Side of Note]


 


ULTRA PETROLEUM CORP.


 


6.125% Senior Notes due 2024


 


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


 


1.          Interest.
The Company promises to pay interest on the unpaid principal amount of this Note at 6.125% per annum [and shall pay Additional
Interest, if any, as provided in the Registration Rights Agreement, dated September 18, 2014, referred to below]. The Company shall
pay interest [and Additional Interest, if any] semi-annually in arrears on April 1 and October 1 of each year (each, an “Interest
Payment Date”); provided, that the first Interest Payment Date shall be April 1, 2015. Interest on the Notes shall
accrue from the most recent date to which interest has been paid on the Notes (or one or more Predecessor Notes) or, if no interest
has been paid, from and including the date of original issuance; provided, that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment Date. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time
on demand at the rate then in effect on the Notes to the extent lawful; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months. If any payment date with respect to the Notes is not a Business Day, payment may be made on the next succeeding
day that is a Business Day, and no interest shall accrue on such payment for the intervening period. The Company shall pay Additional
Amounts or Reimbursement Payments with respect to payments on the Notes in the circumstances set forth in Section 4.17 of the Indenture.


 


2.          Method
of Payment. The Company shall pay interest on the Notes (except defaulted interest, if any) to the Persons in whose name this
Note (or one or more Predecessor Notes) is registered at the close of business on March 15 or September 15 immediately preceding
the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted interest. [The Company shall pay all Additional
Interest, if any, in the amounts set forth in the Registration Rights Agreement.] The Notes shall be payable as to principal, premium,
if any, and interest [(including Additional Interest, if any),] at the office or agency of the Company maintained for such purpose,
or, at the option of the Company, payment of interest [(including Additional Interest, if any),] may be made by check mailed to
the Holders at their addresses set forth in the register of Holders, and provided, that payment by wire transfer of immediately
available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall
be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts.


 




    	Exhibit A - 6



    	 



    

 


3.          Paying
Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.


 


4.          Indenture.
The Company issued the Notes under an Indenture dated as of September 18, 2014 (the “Indenture”) by and between the
Company 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 Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued
provides that an unlimited amount of Additional Notes may be issued thereunder, subject to compliance with the covenants therein.


 


5.          Optional
Redemption. The Notes shall be redeemable at the option of the Company as provided in Article III of the Indenture.


 


6.          Mandatory
Redemption. The Company may be required to redeem all outstanding Notes as described in Section 3.11 of the Indenture. The
Company shall not otherwise be required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


7.          Repurchase
at Option of Holders.


 


(a)          Upon
the occurrence of a Change of Control, each Holder may require the Company to purchase such Holder’s Notes in whole or in
part in amounts of $2,000 or whole multiples of $1,000 in excess thereof, at a purchase price in cash in an amount equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject to the rights of Holders
of record on relevant record dates to receive interest due on an Interest Payment Date), pursuant to a Change of Control Offer
in accordance with the procedures set forth in the Indenture.


 


(b)          Under
certain circumstances described in the Indenture, the Company will be required to apply the proceeds of Asset Dispositions to the
repayment of the Notes and/or Pari Passu Indebtedness.


 


8.          Selection
and Notice of Redemption. If less than all of the Notes are to be redeemed in an offer to purchase, the Trustee shall select
the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance
with any other method the Trustee in its sole discretion will deem to be fair and appropriate (subject to the procedures of DTC
or any other Depositary).


 




    	Exhibit A - 7



    	 



    

 


9.          Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and whole multiples of $1,000
in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar
and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company
may require a Holder to pay any taxes or other governmental charges required by law or permitted by the Indenture. The Company
is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange
any Note for a period of 15 days before a selection of Notes to be redeemed.


 


10.         Persons
Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.


 


11.         Amendment,
Supplement and Waiver. The Indenture or the Notes may be amended or supplemented only as provided in the Indenture.


 


12.         Defaults.
In the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization specified in the Indenture,
all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs
and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the then outstanding Notes may, and the
Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes
to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes)
and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of
not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders
of all outstanding Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing
Default of Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only
be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment.


 


13.         Trustee
Dealings with the Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not
the Trustee.


 


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


 


15.         Authentication.
This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 




    	Exhibit A - 8



    	 



    

 


16.         Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. [In addition to the rights provided to Holders
under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes issued on the Issue Date shall have all
the rights set forth in the Registration Rights Agreement dated as of September 18, 2014, among the Company, the Guarantors and
the parties named on the signature pages thereof.]


 


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


 


18.         Governing
Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.


 


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


 


Ultra Petroleum Corp.


400 North Sam Houston Parkway E.,


Suite 1200, Houston, Texas 77060


Facsimile: (281) 876-2831


 


Attention: Chief Financial Officer


 




    	Exhibit A - 9



    	 



    

 


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 Social Security or Tax I.D. No.)	 




 


	 	 
	 	 
	 	 





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


 


and                                    
irrevocably                                                
appoint                                                                            
to transfer this Note on the books of the Company.


 


The agent may substitute another to act
for him.


 


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


 


Signature Guarantee*:


 


 






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


 




    	Exhibit A - 10



    	 



    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect
to have this Note purchased by the Company pursuant to Section 4.11 or Section 4.15 of the Indenture, check the appropriate box
below:


 


o
Section 4.11         o Section 4.15


 


If you want to elect
to have only part of the Note purchased by the Company pursuant to Section 4.11 or Section 4.15 of the Indenture, state the amount
you elect to have purchased:


 


$


 


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


 


	Tax Identification No.:	 	 
	 	 	 
	Signature Guarantee*:	 	 




 


 






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


 




    	Exhibit A - 11



    	 



    

 


SCHEDULE OF EXCHANGES
OF INTERESTS IN THE GLOBAL NOTE


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been made:


 


	Date of Exchange	 	 	Amount of Decrease
 in Principal Amount
 at Maturity of this
 Global Note	 	 	Amount of Increase
 in Principal Amount
 at Maturity of this
 Global Note	 	 	Principal Amount
 Maturity of this
 Global Note
 Following such
 Decrease (or
 Increase)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 




    	Exhibit A - 12



    	 



    

 


Exhibit
B-1


 


FORM OF CERTIFICATE OF TRANSFER


 


Ultra Petroleum Corp.


400 North Sam Houston Parkway E.,


Suite 1200, Houston, Texas 77060


Facsimile: (281) 876-2831


Attention: Chief Financial Officer


 


US Bank National Association


5555 San Felipe, 11th Floor


Houston, Texas 77056


Facsimile: (713) 235-9213


Attention: Corporate Trust Services


 


Re: 6.125% Senior Notes due 2024


 


Reference is hereby
made to the Indenture, dated as of September 18, 2014 (the “Indenture”) among Ultra Petroleum Corp., a Yukon corporation
(the “Company”) 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 at maturity 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.          o
Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States 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 believed and 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 Definitive Note and in the Indenture and the Securities Act.


 




    	Exhibit B1 - 1



    	 



    

 


2.          o
Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent
Global Note or a 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, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration
of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser). 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 Permanent Global Note, the Regulation S Temporary Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.


 


3.          o
Check and complete if Transferee will take delivery of a beneficial interest in a 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)          o
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


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


 


or


 


(c)          o
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.


 




    	Exhibit B1 - 2



    	 



    

 


4.          o
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive
Note.


 


(a)          o
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)          o
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)          o
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.


 




    	Exhibit B1 - 3



    	 



    

 


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


 


	 	 
	[Insert Name of Transferor]	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Dated:	 	 




 




    	Exhibit B1 - 4



    	 



    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


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


 


[CHECK ONE OF (A) OR (B)]


 


(A) o
a beneficial interest in the:


 


(i) 144A
Global Note (CUSIP 903914 AC3); or


 


(ii) Regulation
S Global Note (CUSIP C93125 AB5); or


 


(B) o 
a Restricted Definitive Note.


 


2.          After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(A) o a
beneficial interest in the:


 


(iv) 144A
Global Note (CUSIP 903914 AC3); or


 


(v) Regulation
S Global Note (CUSIP C93125 AB5); or


 


(vi) Unrestricted
Global Note (CUSIP ________); or


 


(B) o a
Restricted Definitive Note; or


 


(C) o
an Unrestricted Definitive Note,


 


in accordance with the terms of the Indenture.


 




    	Exhibit B1 - 5



    	 



    

 


EXHIBIT B-2


 


FORM OF INSTITUTIONAL ACCREDITED
INVESTOR CERTIFICATE


 


[Date]


 


Ultra Petroleum Corp.


400 North Sam Houston Parkway E.,


Suite 1200, Houston, Texas 77060


Facsimile: (281) 876-2831


Attention: Chief Financial Officer


 


US Bank National Association


5555 San Felipe, 11th Floor


Houston, Texas 77056


Facsimile: (713) 235-9213


Attention: Corporate Trust Services


 


Re: 6.125% Senior Notes
due 2024


 


Ladies and Gentlemen:


 


This certificate is
delivered to request a transfer of $                      
principal amount of the 6.125% Senior Notes due 2024 (the “Securities”) of Ultra Petroleum Corp., a Yukon Corporation
(the “Company”).


 


Upon transfer, the
Securities would be registered in the name of the new beneficial owner as follows:


 


	Name:	 	 
	 	 	 
	Address:	 	 



 


	Taxpayer ID Number.:	 	 


 


The undersigned represents and warrants
to you that:


 


1.          We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such
an institutional “accredited investor” at least $250,000 principal amount of the Securities, and we are acquiring the
Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We
have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our
investment in the Securities and we invest in or purchase securities similar to the Securities in the normal course of our business.
We and any accounts for which we are acting are each able to bear the economic risk of our or its investment.


 




    	Exhibit B2 - 1



    	 



    

 


2.          We
understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Securities to offer, sell or otherwise transfer such Securities prior to the date that is one year after the later of the date
of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company, (b) pursuant to
a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a qualified institutional buyer under
Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given
that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United
States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor”
within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account
or for the account of such an institutional “accredited investor,” in each case in a minimum principal amount of Securities
of $250,000 or (f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject
in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The
foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer
of the Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the
transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee,
which shall provide, among other things, that the transferee is an institutional “accredited investor” (within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Securities for
investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and
the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Securities
pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.


 


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


 


	 	 
	[Insert Name of Transferor]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Dated:	 	 


 




    	Exhibit B2 - 2



    	 



    

 


Exhibit
C


 


FORM OF CERTIFICATE OF EXCHANGE


 


Ultra Petroleum Corp.


400 North Sam Houston Parkway E.,


Suite 1200, Houston, Texas 77060


Facsimile: (281) 876-2831


Attention: Chief Financial Officer


 


US Bank National Association


5555 San Felipe, 11th Floor


Houston, Texas 77056


Facsimile: (713) 235-9213


Attention: Corporate Trust Services


 


Re: 6.125% Senior Notes
due 2024


 


Reference is hereby
made to the Indenture, dated as of September 18, 2014 (the “Indenture”), among Ultra Petroleum Corp., a Yukon corporation
(the “Company”) 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 at maturity 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)          o
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 at maturity, 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 United States 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)          o
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 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.


 




    	Exhibit C - 1



    	 



    

 


(c)          o
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)          o
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)          o
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 at maturity, 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)          o
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, with an equal principal amount at maturity, 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 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.


 




    	Exhibit C - 2



    	 



    

 


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


 


	 	 	 
	[Insert Name of Transferor]	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	Dated:	 	 	 


 




    	Exhibit C - 3



    	 



    

 


Exhibit
D


 


FORM OF NOTATION OF GUARANTEE


 


For value received,
each Subsidiary Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, fully and
unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of September 18, 2014 (as supplemented
or amended, the “Indenture”), among Ultra Petroleum Corp., a Yukon corporation (the “Company”), and U.S.
Bank National Association, as trustee (the “Trustee”), and subject to the provisions in the Indenture, (a) the
due and punctual payment of the principal of, premium, if any, and interest on the Notes (as defined in the Indenture), whether
at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal, premium,
and interest, to the extent permitted by law, and the due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations
of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly
set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee. This
Guarantee shall be governed by and construed in accordance with the laws of the State of New York.


 


	 	 	 
	 	[Insert Name of Guarantor]	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	Dated:	 	 	 


 




    	Exhibit D - 1



    	 



    

 


Exhibit
E


 


FORM OF GUARANTOR SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY GUARANTORS


 


GUARANTOR SUPPLEMENTAL
INDENTURE (this “Guarantor Supplemental Indenture”), dated as of                                   ,
among Ultra Petroleum Corp. (the “Company”), the Company’s Subsidiaries listed on Schedule A hereto (each,
a “New Guarantor”), the Company’s Subsidiaries listed on Schedule B hereto (each, an “Existing
Guarantor”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).


 


WITNESSETH


 


WHEREAS, the Company,
the Existing Guarantors and the Trustee are parties to an indenture (as supplemented or amended, the “Indenture”),
dated as of September 18, 2014, providing for the issuance of the Company’s 6.125% Senior Notes due 2024 (the “Notes”);


 


WHEREAS, Section 9.01
of the Indenture provides that, without the consent of any Holders, the Company, the Existing Guarantors and the Trustee, at any
time and from time to time, may modify, supplement or amend the Indenture to add a Guarantor or additional obligor under the Indenture
or permit any Person to guarantee the Notes and/or obligations under the Indenture;


 


WHEREAS, each New Guarantor
wishes to guarantee the Notes pursuant to the Indenture;


 


WHEREAS, pursuant to
the Indenture, the Company, the Existing Guarantors, the New Guarantors and the Trustee have agreed to enter into this Guarantor
Supplemental Indenture for the purposes stated herein; and


 


WHEREAS, all things
necessary have been done to make this Guarantor Supplemental Indenture, when executed and delivered by the Company, the Existing
Guarantors and each New Guarantor, the legal, valid and binding agreement of the Company, the Existing Guarantors and each New
Guarantor, in accordance with its terms.


 


NOW THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each
New Guarantor, the Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:


 


(1)         Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


(2)         Guarantee.
Each New Guarantor hereby guarantees the obligations of the Company under the Indenture and the Notes related thereto pursuant
to the terms and conditions of Article X of the Indenture, such Article X being incorporated by reference herein as if set forth
at length herein (each such guarantee, a “Guarantee”) and such New Guarantor agrees to be bound as a Subsidiary Guarantor
under the Indenture as if it had been an initial signatory thereto;


 


provided, that the New Guarantor
can be released from its Guarantee to the same extent as any other Subsidiary Guarantor under the Indenture.


 




    	Exhibit E - 1



    	 



    

 


(3)         GOVERNING
LAW. THIS GUARANTOR SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


 


(4)         Counterparts.
The parties may sign any number of copies of this Guarantor Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.


 


(5)         Effect
of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.


 


(6)         The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Guarantor Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely
by the Company, Existing Guarantors and the New Guarantors.


 


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


 


	Dated:	 	 
	 	 	 
	ULTRA PETROLEUM CORP.,	 
	a Yukon corporation	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	EACH GUARANTOR LISTED ON	 
	SCHEDULE A HERETO 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit E - 2



    	 



    

 


	EACH GUARANTOR LISTED ON	 
	SCHEDULE B HERETO	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	U.S. Bank National Association, as Trustee	 
	 	 	 
	By:	 	 
	 	Authorized Signatory  	 


 




    	Exhibit E - 3