EX-4.8



 Exhibit 4.8 

Execution Version 
  

 
 WHITING PETROLEUM CORPORATION, 

THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF 

and 
 THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., 
 As Trustee 

SECOND SUPPLEMENTAL INDENTURE 

dated as of July 1, 2016 
 to

 SUBORDINATED INDENTURE 

dated as of March 23, 2016 

Providing for Issuance of 
 6 1⁄2% SENIOR SUBORDINATED MANDATORY CONVERTIBLE NOTES DUE 2018, SERIES A-1 
  

 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	  			
	 Section 1.01.
	 	 Definitions.
	  	 	2	  
	 Section 1.02.
	 	 Other Definitions.
	  	 	29	  
	 Section 1.03.
	 	 Rules of Construction.
	  	 	30	  
	 Section 1.04.
	 	 Incorporation by Reference of Trust Indenture Act; Conflict with Trust Indenture
Act.
	  	 	30	  
		
	 ARTICLE 2 THE NOTES
	  			
	 Section 2.01.
	 	 Creation and Form.
	  	 	31	  
	 Section 2.02.
	 	 Execution and Authentication.
	  	 	31	  
	 Section 2.03.
	 	 Outstanding Notes.
	  	 	31	  
	 Section 2.04.
	 	 CUSIP Numbers.
	  	 	32	  
	 Section 2.05.
	 	 Issuance of Additional Notes.
	  	 	32	  
		
	 ARTICLE 3 REDEMPTION AND PURCHASE
	  			
	 Section 3.01.
	 	 Redemption and Purchase.
	  	 	32	  
	 Section 3.02.
	 	 Optional Redemption.
	  	 	32	  
	 Section 3.03.
	 	 Mandatory Redemption.
	  	 	33	  
	 Section 3.04.
	 	 Offer to Purchase by Application of Excess Proceeds.
	  	 	33	  
		
	 ARTICLE 4 COVENANTS
	  			
	 Section 4.01.
	 	 Payment of Notes
	  	 	35	  
	 Section 4.02.
	 	 Maintenance of Office or Agency
	  	 	37	  
	 Section 4.03.
	 	 Reports
	  	 	38	  
	 Section 4.04.
	 	 Compliance Certificate
	  	 	39	  
	 Section 4.05.
	 	 Taxes
	  	 	39	  
	 Section 4.06.
	 	 Stay, Extension and Usury Laws
	  	 	39	  
	 Section 4.07.
	 	 Limitation on Restricted Payments
	  	 	39	  
	 Section 4.08.
	 	 Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries
	  	 	43	  
	 Section 4.09.
	 	 Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock
	  	 	44	  
	 Section 4.10.
	 	 Limitation on Asset Sales.
	  	 	48	  
	 Section 4.11.
	 	 Limitation on Transactions with Affiliates
	  	 	49	  
	 Section 4.12.
	 	 Limitation on Liens
	  	 	51	  
	 Section 4.13.
	 	 Additional Subsidiary Guarantees
	  	 	51	  
	 Section 4.14.
	 	 Corporate Existence
	  	 	51	  
	 Section 4.15.
	 	 Offer to Repurchase Upon Change of Control
	  	 	52	  
	 Section 4.16.
	 	 No Inducements
	  	 	55	  
	 Section 4.17.
	 	 Permitted Business Activities.
	  	 	55	  
	 Section 4.18.
	 	 Anti-Layering.
	  	 	55	  
	 Section 4.19.
	 	 Designation of Restricted and Unrestricted Subsidiaries.
	  	 	55	  
	 Section 4.20.
	 	 Covenant Termination.
	  	 	56	  
	 Section 4.21.
	 	 Calculation of Original Issue Discount.
	  	 	56	  
	 Section 4.22.
	 	 Certain Transactions Prior to Reduction Cutoff Date.
	  	 	56	  


  
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	 ARTICLE 5 SUCCESSORS
	   

	 Section 5.01.
	 	 Merger, Consolidation, or Sale of Assets
	  	 	56	  
	 Section 5.02.
	 	 Successor Corporation Substituted
	  	 	57	  
		
	 ARTICLE 6 DEFAULTS AND REMEDIES
	  			
	 Section 6.01.
	 	 Events of Default
	  	 	58	  
	 Section 6.02.
	 	 Acceleration
	  	 	60	  
	 Section 6.03.
	 	 Priorities
	  	 	60	  
	 Section 6.04.
	 	 Waiver of Past Defaults
	  	 	60	  
	 Section 6.05.
	 	 Waiver of Usury, Stay or Extension of Laws
	  	 	61	  
		
	 ARTICLE 7 TRUSTEE; REPORTS
	  			
	 Section 7.01.
	 	 Notice of Defaults
	  	 	61	  
	 Section 7.02.
	 	 [Reserved].
	  	 	61	  
	 Section 7.03.
	 	 Compensation and Reimbursement.
	  	 	61	  
	 Section 7.04.
	 	 Reports by Company and Subsidiary Guarantors
	  	 	62	  
		
	 ARTICLE 8 DISCHARGE
	  			
	 Section 8.01.
	 	 [Reserved]
	  	 	62	  
	 Section 8.02.
	 	 [Reserved]
	  	 	62	  
	 Section 8.03.
	 	 [Reserved]
	  	 	62	  
	 Section 8.04.
	 	 [Reserved]
	  	 	62	  
	 Section 8.05.
	 	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions
	  	 	62	  
	 Section 8.06.
	 	 Repayment to Company
	  	 	62	  
	 Section 8.07.
	 	 [Reserved]
	  	 	63	  
	 Section 8.08.
	 	 Discharge.
	  	 	63	  
		
	 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER
	  			
	 Section 9.01.
	 	 Without Consent of Holders of Notes
	  	 	63	  
	 Section 9.02.
	 	 With Consent of Holders of Notes
	  	 	65	  
	 Section 9.03.
	 	 Revocation and Effect of Consents
	  	 	66	  
		
	 ARTICLE 10 GUARANTEES OF NOTES
	  			
	 Section 10.01.
	 	 Subsidiary Guarantees
	  	 	67	  
	 Section 10.02.
	 	 Notation of Subsidiary Guarantees
	  	 	68	  
	 Section 10.03.
	 	 Guarantors May Consolidate, Etc., on Certain Terms
	  	 	69	  
	 Section 10.04.
	 	 Releases of Subsidiary Guarantees
	  	 	69	  
	 Section 10.05.
	 	 Limitation on Guarantor Liability
	  	 	69	  
	 Section 10.06.
	 	 “Trustee” to Include Paying Agent
	  	 	70	  
		
	 ARTICLE 11 CONVERSION
	  			
	 Section 11.01.
	 	 Conversion
	  	 	70	  
	 Section 11.02.
	 	 Conversion Procedure and Payment Upon Conversion
	  	 	72	  
	 Section 11.03.
	 	 Cash in Lieu of Fractional Shares
	  	 	73	  
	 Section 11.04.
	 	 Taxes on Conversion
	  	 	74	  
	 Section 11.05.
	 	 Company to Reserve, Provide and List Common Stock
	  	 	74	  
	 Section 11.06.
	 	 Adjustment of Conversion Rate
	  	 	74	  
	 Section 11.07.
	 	 No Adjustment
	  	 	75	  


  
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	 Section 11.08.
	 	 Adjustments for Tax Purposes
	  	 	75	  
	 Section 11.09.
	 	 Notice of Adjustment
	  	 	75	  
	 Section 11.10.
	 	 Notice of Certain Transactions
	  	 	76	  
	 Section 11.11.
	 	 Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on
Conversion Privilege
	  	 	76	  
	 Section 11.12.
	 	 Notice to Holders
	  	 	78	  
	 Section 11.13.
	 	 Trustee’s Disclaimer
	  	 	78	  
		
	 ARTICLE 12 MISCELLANEOUS
	  			
	 Section 12.01.
	 	 Second Supplemental Indenture Controls
	  	 	79	  
	 Section 12.02.
	 	 No Personal Liability of Directors, Officers, Employees and Stockholders
	  	 	79	  
	 Section 12.03.
	 	 Governing Law; Waiver of Jury Trial; Submission to Jurisdiction
	  	 	79	  
	 Section 12.04.
	 	 Force Majeure.
	  	 	80	  
	 Section 12.05.
	 	 No Adverse Interpretation of Other Agreements
	  	 	80	  
	 Section 12.06.
	 	 Table of Contents and Headings.
	  	 	80	  
	 Section 12.07.
	 	 Counterparts
	  	 	80	  
	 Section 12.08.
	 	 Set-Off of Withholding Taxes.
	  	 	80	  
	 Section 12.09.
	 	 The Trustee.
	  	 	80	  
		
	 ARTICLE 13 SUBORDINATION
	  			
	 Section 13.01.
	 	 Agreement to Subordinate.
	  	 	81	  
	 Section 13.02.
	 	 Liquidation, Dissolution, Bankruptcy.
	  	 	81	  
	 Section 13.03.
	 	 Default on Senior Debt.
	  	 	81	  
	 Section 13.04.
	 	 Acceleration of Payment of Notes.
	  	 	82	  
	 Section 13.05.
	 	 When Distribution Must Be Paid Over; Reinstatement of Senior Debt.
	  	 	82	  
	 Section 13.06.
	 	 Subrogation.
	  	 	83	  
	 Section 13.07.
	 	 Relative Rights.
	  	 	83	  
	 Section 13.08.
	 	 Subordination May Not Be Impaired by Company.
	  	 	83	  
	 Section 13.09.
	 	 Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt.
	  	 	83	  
	 Section 13.10.
	 	 Distribution or Notice to Representative.
	  	 	84	  
	 Section 13.11.
	 	 Not to Prevent Events of Default or Limit Right to Accelerate.
	  	 	84	  
	 Section 13.12.
	 	 Trust Moneys Not Subordinated.
	  	 	84	  
	 Section 13.13.
	 	 Trustee Entitled to Rely.
	  	 	85	  
	 Section 13.14.
	 	 Trustee to Effectuate Subordination.
	  	 	85	  
	 Section 13.15.
	 	 Trustee Not Fiduciary for Holders of Senior Debt.
	  	 	85	  
	 Section 13.16.
	 	 Reliance by Holders of Senior Debt on Subordination Provisions.
	  	 	85	  
		
	 ARTICLE 14 SUBORDINATION OF SUBSIDIARY GUARANTEES
	  			
	 Section 14.01.
	 	 Agreement to Subordinate.
	  	 	86	  
	 Section 14.02.
	 	 Liquidation, Dissolution, Bankruptcy.
	  	 	86	  
	 Section 14.03.
	 	 Default on Senior Debt.
	  	 	87	  
	 Section 14.04.
	 	 Demand for Payment.
	  	 	87	  
	 Section 14.05.
	 	 When Distribution Must Be Paid Over; Reinstatement of Senior Debt.
	  	 	88	  
	 Section 14.06.
	 	 Subrogation.
	  	 	88	  


  
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	 Section 14.07.
	 	 Relative Rights.
	  	88
	 Section 14.08.
	 	 Subordination May Not Be Impaired by Guarantors.
	  	88
	 Section 14.09.
	 	 Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt.
	  	89
	 Section 14.10.
	 	 Distribution or Notice to Representative.
	  	89
	 Section 14.11.
	 	 Article 14 Not to Prevent Events of Default or Limit Right to Demand Payment.
	  	90
	 Section 14.12.
	 	 Trust Moneys Not Subordinated.
	  	90
	 Section 14.13.
	 	 Trustee Entitled to Rely.
	  	90
	 Section 14.14.
	 	 Trustee to Effectuate Subordination.
	  	90
	 Section 14.15.
	 	 Trustee Not Fiduciary for Holders of Senior Debt of Guarantors.
	  	91
	 Section 14.16.
	 	 Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions.
	  	91


  
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 EXHIBITS 
  

							
	 EXHIBIT A
	 	 Form of Note
	  	 	A - 1	  
			
	 EXHIBIT B
	 	 Form of Supplemental Indenture
	  	 	B - 1	  
			
	 EXHIBIT C
	 	 OID Legend
	  	 	C - 1	  
			
	 EXHIBIT D
	 	 Common Stock Restricted Legend
	  	 	D - 1	  


  
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 This Second Supplemental Indenture, dated as of July 1, 2016 (this “Second Supplemental
Indenture”), supplements and amends the Subordinated Indenture, dated as of March 23, 2016 (the “Original Indenture”), among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), the Guarantors listed
on the signature page hereof and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). 

RECITATIONS OF THE COMPANY 

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance
of the Company’s subordinated debt securities to be issued in one or more series; 
 WHEREAS, Section 901 of the Original
Indenture provides, among other things, that the Company, the Guarantors and the Trustee may without the consent of Holders enter into indentures supplemental to the Original Indenture to, among other things, (a) add to, change or eliminate any
of the provisions of the Original Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security
Outstanding and (b) establish the form or terms of Securities of any series as permitted by Sections 201 and 301 of the Original Indenture; 

WHEREAS, the Company desires to provide for the issuance of a series of Securities to be designated as the “6 1⁄2% Senior Subordinated Mandatory Convertible Notes due 2018, Series A-1” (the “Notes”), and to set forth the form and terms thereof; 

WHEREAS, the Company proposes in and by this Second Supplemental Indenture to supplement and amend the Original Indenture, but only insofar as
it will apply to the Notes; and 
 WHEREAS, all action on the part of the Company necessary to authorize the creation and issuance of the
Notes, and all action on the part of each of the Guarantors necessary to authorize its guarantee of the Notes under the Original Indenture and this Second Supplemental Indenture (the Original Indenture, as supplemented and amended by this Second
Supplemental Indenture, being hereinafter called the “Indenture”), have been duly taken. 







 NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: 

That, in order to establish the designation, form and terms of, and to authorize the authentication and delivery of the Notes, and in
consideration of the acceptance of the Notes by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE 1 
 DEFINITIONS AND
INCORPORATION 
 BY REFERENCE 

Section 1.01. Definitions. 

(a) Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Original Indenture. 

(b) Section 101 of the Original Indenture is amended and supplemented, with respect to the Notes, by inserting or restating, as the case
may be, in their appropriate alphabetical position, the following definitions: 
 “ACNTA” means (without
duplication), as of the date of determination: 
 (1) the sum of: 

(a) discounted future net revenue from proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries
calculated in accordance with SEC guidelines before any state or federal income taxes, as estimated in a reserve report prepared as of the end of the Company’s most recently completed fiscal year, which reserve report is prepared or reviewed by
independent petroleum engineers as to reserves accounting for at least 80% of all such discounted future net revenue and by the Company’s petroleum engineers with respect to any other reserves covered by such report, as increased by, as of the
date of determination, the discounted future net revenue from: 
 (i) estimated proved crude oil and natural gas reserves of
the Company and its Restricted Subsidiaries attributable to acquisitions consummated since the date of such year-end reserve report, and 

(ii) estimated crude oil and natural gas reserves of the Company and its Restricted Subsidiaries attributable to extensions,
discoveries and other additions and upward determinations of estimates of proved crude oil and natural gas reserves (including previously estimated development costs incurred during the period and the accretion of discount since the prior year end)
due to exploration, development or exploitation, production or other activities which reserves were not reflected in such year-end reserve report, 

in each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report), and decreased by, as
of the date of determination, the discounted future net revenue attributable to 
 (iii) estimated proved crude oil and
natural gas reserves of the Company and its Restricted Subsidiaries reflected in such year-end reserve report produced or disposed of since the date of such year-end reserve report and 

  
 2 








 (iv) reductions in the estimated proved crude oil and natural gas reserves of
the Company and its Restricted Subsidiaries reflected in such year-end reserve report since the date of such year-end reserve report attributable to downward determinations of estimates of proved crude oil and natural gas reserves due to
exploration, development or exploitation, production or other activities conducted or otherwise occurring since the date of such year-end reserve report, 

in each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve report); provided, however,
that, in the case of each of the determinations made pursuant to clauses (i) through (iv), such increases and decreases shall be as estimated by the Company’s engineers, except that if as a result of such acquisitions, dispositions,
discoveries, extensions or revisions, there is a Material Change, then such increases and decreases in the discounted future net revenue shall be confirmed in writing by an independent petroleum engineer; 

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

(c) the Net Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly financial
statements; and 
 (d) the greater of (I) the net book value on a date no earlier than the date of the Company’s
latest annual or quarterly financial statements and (II) the appraised value, as estimated by independent appraisers, of other tangible assets of the Company and its Restricted Subsidiaries as of a date no earlier than the date of the Company’s
latest audited financial statements; 
 (2) minus, to the extent not otherwise taken into account in the immediately
preceding clause (1), the sum of: 
 (a) minority interests; 

(b) any net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest
audited financial statements; 
 (c) the discounted future net revenue, calculated in accordance with SEC guidelines
(utilizing the same prices utilized in the Company’s year-end reserve report), attributable to reserves subject to participation interests, overriding royalty interests or other interests of third parties, pursuant to participation,
partnership, vendor financing or other agreements then in effect, or which otherwise are required to be delivered to third parties; 

  
 3 








 (d) the discounted future net revenue, calculated in accordance with SEC
guidelines (utilizing the same prices utilized in the Company’s year-end reserve report), attributable to reserves that are required to be delivered to third parties to fully satisfy the obligations of the Company and its Restricted
Subsidiaries with respect to Volumetric Production Payments on the schedules specified with respect thereto; and 
 (e) the
discounted future net revenue, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments that, based on the estimates of production included in determining the discounted future net
revenue specified in the immediately preceding clause (1)(a) (utilizing the same prices utilized in the Company’s year-end reserve report), would be necessary to satisfy fully the obligations of the Company and its Restricted Subsidiaries
with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto. 
 If the Company changes its method of accounting
for its oil and gas properties from the successful efforts method to the full cost method or a similar method of accounting, ACNTA will continue to be calculated as if the Company were still using the successful efforts method of accounting. 

“Acquired Debt” means, with respect to any specified Person: 

(1) Indebtedness of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of
such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; provided, however, that Indebtedness
of such acquired Person which is redeemed, defeased, retired or otherwise repaid at the time of or substantially contemporaneously with the consummation of the transactions by which such Person merges with or into or becomes a Subsidiary of such
Person shall not be Acquired Debt; and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person. 
 “Additional Assets” means: 

(1) any assets used or useful in the Oil and Gas Business; 

(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 another Restricted Subsidiary; or 
 (3) Capital Stock constituting a minority in any Person that at such time
is a Restricted Subsidiary; 
 provided, however, that any such Restricted Subsidiary described in clause (2) or (3) is primarily engaged in the
Oil and Gas Business. 

  
 4 








 “Additional Notes” means, subject to the Company’s compliance with
Section 4.09 of the Second Supplemental Indenture, 6 1⁄2% Senior Subordinated Mandatory Convertible Notes due 2018, Series A-1, of the Company as may be
originally issued from time to time after the Issue Date under the terms of this Indenture, together with all other Notes issued upon registration of transfer of, or in exchange for, such Notes. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control
with” have correlative meanings. 
 “Applicable Law,” except as the context may otherwise require, means
all applicable laws, rules, regulations, ordinances, judgments, decrees, injunctions, writs and orders of any court or governmental or congressional agency or authority and rules, regulations, orders, licenses and permits of any United States
federal, state, municipal, regional, or other governmental body, instrumentality, agency or authority. 
 “Asset
Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any properties or assets (including by way
of a Production Payment or sale and leaseback transaction); provided that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole will
be governed by the provisions of Section 4.15 of the Second Supplemental Indenture and/or the provisions of Section 5.01 of the Second Supplemental Indenture and not by the provisions of Section 4.10 of the Second Supplemental
Indenture; and 
 (2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale by
the Company or any of the Company’s Restricted Subsidiaries of Equity Interests in any of the Company’s Restricted Subsidiaries (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other
than the Company or a Restricted Subsidiary). 
 Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

 (1) any single transaction or series of related transactions that involves properties or assets having a fair market value
of less than $15.0 million; 
 (2) a transfer of assets between or among any of the Company and its Restricted Subsidiaries;

 (3) an issuance or sale of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;


  
 5 








 (4) the sale, lease or other disposition of equipment, inventory, accounts
receivable or other properties or assets in the ordinary course of business, including, without limitation, any abandonment, farm-in, farm-out, lease or sublease of any oil and gas properties or the forfeiture or other disposition of such properties
pursuant to standard form operating agreements, in each case in the ordinary course of business in a manner customary in the Oil and Gas Business; 

(5) the sale or other disposition of cash or Cash Equivalents; 

(6) a Restricted Payment that is permitted by Section 4.07 of the Second Supplemental Indenture or a Permitted Investment;

 (7) any trade or exchange by the Company or any Restricted Subsidiary of oil and gas properties or other properties or
assets for oil and gas properties or other properties or assets owned or held by another Person, provided that the fair market value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (together with any
cash) is reasonably equivalent to the fair market value of the properties or assets (together with any cash) to be received by the Company or such Restricted Subsidiary, and provided further that any net cash received must be applied in accordance
with the provisions of Section 4.10 of the Second Supplemental Indenture; 
 (8) the creation or perfection of a Lien
(but not the sale or other disposition of the properties or assets subject to such Lien); 
 (9) surrender or waiver of
contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; and 
 (10) any sale
or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the assignment, cancellation or abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company,
no longer economically practicable to maintain or useful in any material respect in the conduct of the business of the Company and its Restricted Subsidiaries taken as whole). 

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. 

“Bankruptcy Law” means Title 11, United States Code, as may be amended from time to time, or any similar federal or
state law for the relief of debtors. 
 “Beneficial Owner” has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have
beneficial ownership of all securities that such “person” has the right to acquire  

  
 6 








 
by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially
Owns” and “Beneficially Owned” have correlative meanings. 
 “Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

 (3) with respect to a limited liability company, the Board of Directors of the managing member, if the managing member is
an entity, or the managing member or members or any controlling committee of managing members thereof, if the managing members are individuals; and 

(4) with respect to any other Person, the board or committee of such Person serving a similar function. 

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

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in Chicago,
Illinois, Denver, Colorado or New York, New York or another place of payment are authorized or required by law, regulation or executive order to close. 

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect
of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. 

“Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers
on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 

  
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 “Cash Equivalents” means: 

(1) United States dollars; 

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

(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank; 

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

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and in each case maturing
within one year after the date of acquisition; 
 (6) money market funds the assets of which primarily constitute Cash
Equivalents of the kinds described in clauses (1) through (5) of this definition; and 
 (7) repurchase obligations
with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any financial institution meeting the qualifications specified in clause (3) above. 

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

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets (including Capital Stock of the Restricted Subsidiaries) of the Company and its Restricted Subsidiaries taken as a whole, to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act); 
 (2) the adoption of a plan
relating to the liquidation or dissolution of the Company; 
 (3) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
Stock of the Company, measured by voting power rather than number of shares; or 
 (4) the first day on which a majority of
the members of the Board of Directors of the Company are not Continuing Directors. 

  
 8 








 “close of business” means 5:00 p.m., New York City time. 

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

“Common Stock” means the common stock, par value $0.001 per share, of the Company at the date of the Second
Supplemental Indenture, subject to Section 11.11 of the Second Supplemental Indenture. 
 “Common Stock Restricted
Legend” means the legend set forth in Exhibit D of the Second Supplemental Indenture. 
 “Commission” or
“SEC” means the Securities and Exchange Commission. 
 “Consolidated Cash Flow” means, with respect
to any specified Person for any period, the Consolidated Net Income of such Person for such period plus: 
 (1) an
amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus 

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus 
 (3) consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (excluding any interest attributable to Dollar-Denominated Production Payments but including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed
interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Hedging
Obligations, to the extent that any such expense was deducted in computing such Consolidated Net Income; plus 
 (4)
depreciation, depletion and amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment and other non-cash expenses (excluding any such non-cash expense to the
extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that
such depreciation, depletion and amortization, impairment and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 

(5) unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such
losses were deducted in computing such Consolidated Net Income; minus 

  
 9 








 (6) non-cash items increasing such Consolidated Net Income for such period, other
than items that were accrued in the ordinary course of business; minus (to the extent included in determining Consolidated Net Income); and 

(7) 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 and (y) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments, 

in each case, on a consolidated basis and determined in accordance with GAAP. 

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income
of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity
method of accounting will be included, but only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; 

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or
similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; 

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

(4) income resulting from transfers of assets (other than cash) between the Company or any of its Restricted Subsidiaries, on
the one hand, and an Unrestricted Subsidiary, on the other hand, will be excluded; 
 (5) any write-downs of non-current
assets will be excluded; provided that any ceiling limitation write-downs under Commission guidelines shall be treated as capitalized costs, as if such write-downs had not occurred; and 

(6) any unrealized non-cash gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting
from the application of FAS 133 (now codified as FASB Accounting Standards Codification Topic 815)) will be excluded. 
 In addition, notwithstanding the
preceding, for the purposes of Section 4.07 of the Second Supplemental Indenture only, there shall be excluded from Consolidated Net Income any nonrecurring charges relating to any premium or penalty paid, write off of deferred finance costs or
other charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity. 

  
 10 








 “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 Issue Date; 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 at the time of such nomination or election. 
 “Conversion Agent” refers to a
Person engaged to perform the obligations in respect of conversion of the Notes. 
 “Conversion Notice” means a
“Conversion Notice” in the form attached to the Form of Note attached hereto as Exhibit A. 
 “Conversion Price”
shall, on any date of determination, equal the quotient of the Reduced Principal Amount divided by the Conversion Rate in effect on such date. 

“Conversion Rate” means the Reduced Principal Amount divided by, initially, $8.75, subject to adjustment as provided in
Article 11 of the Second Supplemental Indenture. 
 “Corporate Trust Office” means the office of the Trustee at which at
any particular time its corporate trust business in Chicago, Illinois shall be principally administered, which office as of the date of this instrument is located at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602, except that with respect to
presentation of Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted, which office at the date of
this instrument is located at 101 Barclay Street, New York, New York 10286; Attention: Corporate Trust Division - Corporate Finance Unit, or, in the case of any of such offices or agency, such other address as the Trustee may designate from time to
time by notice to the Holders and the Company. 
 “Credit Agreement” means that certain Sixth Amended and Restated Credit
Agreement, dated as of August 27, 2014, as amended, among Whiting, the Company, the other guarantors named therein and the financial institutions parties thereto, providing for revolving credit borrowings, including any related notes,
guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time. 

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper
facilities or secured capital markets financings, in each case with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from (or sell receivables to) such lenders against such receivables), letters of credit or secured capital markets financings, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced (including refinancing with any capital markets transaction) in whole or in part from time to time. 

  
 11 








 “Custodian” means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law. 
 “Daily Reduction Price” means, for any VWAP
Trading Day during the Reduction Observation Period, the product of 1.0 multiplied by the Daily VWAP on such VWAP Trading Day. 

“Daily Reduction Rate” means, for any VWAP Trading Day during the Reduction Observation Period, $40 divided by the
Daily Reduction Price for such VWAP Trading Day. 
 “Daily VWAP” means, for any Trading Day or VWAP Trading
Day, as applicable, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “WLL<equity>VWAP” (or its equivalent successor if such page is not available) in respect of
the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day or VWAP Trading Day, as applicable, up to and including the final closing print (which is indicated by Condition
Code “6” in Bloomberg) (or if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such Trading Day or VWAP Trading Day, as applicable, determined, using a volume-weighted average method, by a
nationally recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of the regular trading
session. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default. 
 “Designated Senior Debt” means: 

(1) any Indebtedness outstanding from time to time under the Credit Facilities; and 

(2) any other Senior Debt permitted under this Indenture the principal amount of which is $50.0 million or more and that is
from time to time designated by the Company as “Designated Senior Debt.” 
 “Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence
of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07 of the Second Supplemental Indenture. 

  
 12 








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

“Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. 

“Early Conversion Date” means, with respect to a Note being converted by a Holder exercising its right to Early
Conversion, the date on which a Holder satisfies all the requirements for such conversion specified in the first paragraph of Section 11.02(a) of the Second Supplemental Indenture. 

“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). 
 “Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement which is considered incurred under the first paragraph of
Section 4.09 of the Second Supplemental Indenture) in existence on the Original Issue Date, until such amounts are repaid. 

“Existing Senior Subordinated Notes” means the Company’s 6 1⁄2% Senior Subordinated Notes due 2018 initially issued on the Original Issue Date. 

“Existing Senior Subordinated Notes Indenture” means the Subordinated Indenture dated as of April 19, 2005 among
the Company, Whiting, the guarantors party thereto and the Trustee, as supplemented by the Second Supplemental Indenture dated September 24, 2010 among the Company, Whiting, the guarantors party thereto and the Trustee. 

“Existing Senior Subordinated Notes Prospectus” means the Prospectus dated May 8, 2009, as supplemented by the
Prospectus Supplement dated September 21, 2010 with respect to the offering of the Existing Senior Subordinated Notes. 

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or
redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the applicable four-quarter reference period and on or prior to the date on which the event
for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase
or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of such period. 

  
 13 








 In addition, for purposes of calculating the Fixed Charge Coverage Ratio: 

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers
or consolidations and including any related financing transactions, subsequent to the commencement of the applicable four-quarter reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the
first day of such period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or accounting officer of the
Company (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the
Commission related thereto); 
 (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and 
 (3)
the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to
such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. 

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

 (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (excluding any interest attributable to Dollar-Denominated Production Payments but including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of
credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations; plus 

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;
plus 
 (3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus 

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock
of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests 

  
 14 








 
of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, 
 in each case, on a
consolidated basis and in accordance with GAAP. 
 “Foreign Subsidiary” means any Restricted Subsidiary of the
Company that was not formed under the laws of the United States or any state of the United States or the District of Columbia and that conducts substantially all of its operations outside the United States. 

“GAAP” means generally accepted accounting principles in the United States, which are in effect on the Original Issue
Date.  
 “Government Securities” means direct obligations of, or obligations guaranteed by, the United
States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. 

The term “guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. When used
as a verb, “guarantee” has a correlative meaning. 
 “Guarantor” or “Subsidiary
Guarantor” means each of (a) Whiting, Whiting US Holding Company, a Delaware corporation, Whiting Canadian Holding Company ULC, a British Columbia unlimited liability company, and Whiting Resources Corporation, a Colorado corporation,
(b) any other Restricted Subsidiary of the Company that becomes a Guarantor of the Notes by executing a supplement to this Indenture in accordance with Section 4.13 or 10.03 of the Second Supplemental Indenture and (c) the respective
successors and assigns of such Restricted Subsidiaries, as required under Article 10 of the Second Supplemental Indenture, in each case until such time as any such Restricted Subsidiary shall be released and relieved of its obligations pursuant to
Section 10.04 of the Second Supplemental Indenture. 
 “Hedging Obligations” means, with respect to any
specified Person, the obligations of such Person incurred in the normal course of business and consistent with past practices and not for speculative purposes under: 

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one of
more financial institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in interest rates with respect to Indebtedness incurred and not for purposes of speculation; 

(2) foreign exchange contracts and currency protection agreements entered into with one of more financial institutions and
designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchanges rates with respect to Indebtedness incurred and not for purposes of speculation; 

  
 15 








 (3) any commodity futures contract, commodity option or other similar agreement
or arrangement designed to protect against fluctuations in the price of oil, natural gas or other commodities used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and 

(4) other agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations
in interest rates, commodity prices or currency exchange rates. 
 “Holder” or “Noteholder” means a
Person in whose name a Note is registered. 
 “Indebtedness” means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent: 
 (1) in respect of borrowed money; 

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof); 
 (3) in respect of bankers’ acceptances; 

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that
constitutes an accrued expense or trade payable; or 
 (6) representing any Hedging Obligations, 

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

  
 16 








 The amount of any Indebtedness outstanding as of any date will be: 

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

(2) in the case of any Hedging Obligation, the termination value of the agreement or arrangement giving rise to such Hedging
Obligation that would be payable by such Person at such date; and 
 (3) the principal amount of the Indebtedness, together
with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness. 

“Investment Grade Rating” means a rating equal to or higher than “Baa3” or the equivalent) by Moody’s
and “BBB-” (or the equivalent) by S&P. 
 “Initial Notes” means the Notes issued on the Issue
Date, together with all other Notes issued upon registration of transfer of, or in exchange for, such Notes. 

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons
(including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or
any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of Section 4.07 of the Second Supplemental Indenture. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person
will be deemed to be an Investment made by the Company or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person on the date of any such acquisition in an
amount determined as provided in the final paragraph of Section 4.07 of the Second Supplemental Indenture. 

“Issue Date” means July 1, 2016. 

“Legal Holiday” means any calendar day other than a Business Day. If a payment date is a Legal Holiday, payment may be
made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a  

  
 17 








 
security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary
financing statement not intended as a security agreement. 
 “Market Disruption Event” means: 

(a) a failure by the Relevant Stock Exchange to open for trading during its regular trading session; or 

(b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Stock for more than one
half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or otherwise) in the Common Stock or in any
option contracts or futures contracts relating to the Common Stock. 
 “Material Change” means an increase or
decrease (excluding changes that result solely from changes in prices and changes resulting from the incurrence of previously estimated future development costs) of more than 25% during a fiscal quarter in the discounted future net revenues from
proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries, calculated in accordance with clause (1)(a) of the definition of ACNTA; provided, however, that the following will be excluded from the calculation of
Material Change: 
 (1) any acquisitions during the fiscal quarter of oil and gas reserves that have been estimated by
independent petroleum engineers and with respect to which a report or reports of such engineers exist; and 
 (2) any
disposition of properties existing at the beginning of such fiscal quarter that have been disposed of in compliance with Section 4.10 of the Second Supplemental Indenture. 

“Material Domestic Subsidiary” means any one Domestic Subsidiary, or any group of two or more Domestic Subsidiaries, that is
not a Guarantor at the time of determination and that at such time has either assets or quarterly revenues in excess of 3.0% of the consolidated assets or quarterly revenues of the Company and its Restricted Subsidiaries, in each case based upon the
most recent quarterly financial statements available to the Company. 
 “Moody’s” means Moody’s
Investors Service, Inc. or any successor to the rating agency business thereof. 
 “Net Income” means, with
respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: 

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection
with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; and 

  
 18 








 (2) any extraordinary gain (but not loss), together with any related provision
for taxes on such extraordinary gain (but not loss). 
 “Net Proceeds” means the aggregate cash proceeds and Cash
Equivalents received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in
any Asset Sale), net of: 
 (1) the direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, 

(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, 
 (3) amounts required to be applied to the repayment of Indebtedness, other
than under the Credit Facilities, secured by a Lien on the properties or assets that were the subject of such Asset Sale, and 

(4) any reserve for adjustment in respect of the sale price of such properties or assets established in accordance with GAAP.

 “Net Working Capital” means: 

(1) all current assets of the Company and its Restricted Subsidiaries, minus 

(2) all current liabilities of the Company and its Restricted Subsidiaries, except current liabilities included in
Indebtedness; 
 in each case, on a consolidated basis and determined in accordance with GAAP. 

“Non-Recourse Debt” means Indebtedness: 

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

(2) no default with respect to which (including any rights that the holders of the Indebtedness 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 (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and 

  
 19 








 (3) as to which the lenders have been notified in writing that they will not have
any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 
 “Notes” means the Initial
Notes and the Additional Notes, treated as a single class. 
 “Obligations” means any principal (with respect to the Notes,
any Reduced Principal Amount), premium, if any, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding),
penalties, fees, charges, expenses, indemnifications, reimbursement obligations, damages, guarantees, and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice President of such Person. 

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom
must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 102 of the Original Indenture. 

“OID Legend” means the legend set forth in Exhibit C of the Second Supplemental Indenture. 

“Oil and Gas Business” means: 

(1) the acquisition, exploration, development, operation and disposition of interests in oil, natural gas and other hydrocarbon
properties; 
 (2) the gathering, marketing, treating, processing (but not refining), storage, selling and transporting of
any production from those interests; and 
 (3) any activity necessary, appropriate or incidental to the activities described
above. 
 “open of business” means 9:00 a.m., New York City time. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the
requirements of Section 102 of the Original Indenture. The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee. 

“Original Issue Date” means September 24, 2010. 

  
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 “Original Principal Amount” means (a) with respect to the Notes issued on
the Issue Date, $26,167,000 and (b) with respect to additional Notes, if any, the principal amount of such additional Notes on the face of such Notes on their date of issuance. 

The term “outstanding,” when used with respect to the Notes, has the meaning provided in Section 2.03 of the
Second Supplemental Indenture. 
 “Pari Passu Indebtedness” means, with respect to any Excess Proceeds from
Asset Sales, Indebtedness of the Company or any Guarantor that ranks equally in right of payment with the Notes or the Subsidiary Guarantees, as the case may be, and the terms of which require the Company or such Restricted Subsidiary to apply such
Excess Proceeds to offer to repurchase such Indebtedness. 
 “Permitted Business Investments” means
Investments made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business, including through agreements, transactions, interests or arrangements that permit one to share risk 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 without limitation: 

(1) direct or indirect ownership of crude oil, natural gas, other related hydrocarbon and mineral properties or any interest
therein or gathering, transportation, processing, storage or related systems; and 
 (2) the entry into operating agreements,
joint ventures, processing agreements, working interests, royalty interests, mineral leases, farm-in agreements, farm-out agreements, development agreements, production sharing agreements, area of mutual interest agreements, contracts for the sale,
transportation or exchange of crude oil and natural gas and related hydrocarbons and minerals, unitization agreements, pooling arrangements, joint bidding agreements, service contracts, partnership agreements (whether general or limited), or other
similar or customary agreements, transactions, properties, interests or arrangements and Investments and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course of the Oil and Gas Business,
excluding, however, Investments in corporations and publicly-traded limited partnerships. 
 “Permitted Investments” means:

 (1) any Investment in the Company or in a Restricted Subsidiary of the Company; 

(2) any Investment in Cash Equivalents; 

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

 (a) such Person becomes a Restricted Subsidiary of the Company; or 

  
 21 








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

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and
in compliance with Section 4.10 of the Second Supplemental Indenture; 
 (5) any Investment in any Person solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; 
 (6) any Investments received
in compromise of obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or
customer, or as a result of foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment in default; 

(7) Hedging Obligations permitted to be incurred under Section 4.09 of the Second Supplemental Indenture; 

(8) Permitted Business Investments; 

(9) Investments of a Restricted Subsidiary of the Company acquired after the Original Issue Date or of an entity merged or
consolidated with or into the Company or such Restricted Subsidiary in a transaction that is not prohibited by the covenant described in Section 5.01 of the Second Supplemental Indenture after the Original Issue Date to the extent that such
Investments were not made in contemplation of such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and 

(10) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made
and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (10) that are at the time outstanding, not to exceed the greater of (a) $50.0 million and
(b) 2.5% of ACNTA. 
 “Permitted Junior Securities” means: 

(1) Equity Interests in the Company or any Guarantor; or 

(2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to
substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt pursuant to this Indenture. 

  
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 “Permitted Liens” means: 

(1) Liens securing any Indebtedness under any of the Credit Facilities or any other Senior Debt; 

(2) Liens in favor of the Company or the Guarantors; 

(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or
any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the
Company or the Restricted Subsidiary; 
 (4) Liens on property (including Capital Stock) existing at the time of acquisition
of the property by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition; 

(5) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of
Section 4.09 of the Second Supplemental Indenture covering only the assets acquired with such Indebtedness and proceeds and products thereof; 

(6) Liens existing on the Original Issue Date; and 

(7) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect
to obligations that do not exceed, at the time of incurrence of such Lien, the greater of (a) $50.0 million and (b) 2.5% of ACNTA at any one time outstanding. 

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries
issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

 (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed
the principal amount (or accreted value, if applicable) of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in
connection therewith); 
 (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment
to the Notes or the Subsidiary Guarantees, such Permitted Refinancing Indebtedness is subordinated in right of payment 

  
 23 








 
to the Notes or the Subsidiary Guarantees on terms at least as favorable to the Noteholders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and 
 (4) such Indebtedness is not incurred by a Restricted Subsidiary of the Company if the
Company is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; provided, however, that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred by the
Company, whether or not such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 

Notwithstanding the preceding, any Indebtedness incurred under Credit Facilities pursuant to Section 4.09 of the Second Supplemental Indenture shall be
subject only to the refinancing provision in the definition of Credit Facilities and not pursuant to the requirements set forth in the definition of Permitted Refinancing Indebtedness. 

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, limited liability company or government or other entity. 
 “Pricing Date” means
June 22, 2016.  
 “Production Payments” means, collectively, Dollar-Denominated Production Payments and
Volumetric Production Payments. 
 “record date” means, for purposes of Section 11.06 of the Second
Supplemental Indenture, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock (or other security) have the right to receive any cash, securities or other property or in which Common Stock (or
other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of Common Stock (or other security) entitled to receive such cash, securities or other
property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise). 
 “Reduced Principal
Amount” means, for each $1,000 Original Principal Amount of Notes, $1,000 as reduced by any Reductions that have occurred during the Reduction Observation Period. 

“Reduction Cutoff Date” means the third Business Day after the last VWAP Trading Day of the Reduction Observation Period.

 “Reduction Observation Period” means the 25 consecutive VWAP Trading Day period beginning on, and including, the first
VWAP Trading Day after the Pricing Date. 
 “Reduction Settlement Notice” means a “Reduction Settlement Notice”
in the form attached to the Form of Note attached hereto as Exhibit A. 

  
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 “Representative” means the trustee, agent or other representative
expressly authorized to act in such capacity with respect to any issue of Senior Debt. 
 “Relevant Stock
Exchange” means The New York Stock Exchange or, if the Common Stock (or other security for which a Daily VWAP must be determined) is not then listed on The New York Stock Exchange, the principal other U.S. national or regional securities
exchange on which the Common Stock (or such other security) is then listed. 
 “Resale Restriction Termination
Date” means the later of (i) the date that is one year after the last date of original issuance of the applicable Note, or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision
thereto, and (ii) such later date, if any, as may be required by applicable law. 
 “Responsible
Officer” means, with respect to the Trustee, any officer assigned to the Corporate Trust Division - Corporate Finance Unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee having direct
responsibility for the administration of this Indenture or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.  

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

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted
Subsidiary. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof. 
 “sale and leaseback
transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Original Issue Date or thereafter acquired by the Company or a Restricted Subsidiary 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. 

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the Relevant Stock Exchange. If the
Common Stock is not so listed or admitted for trading, “Scheduled Trading Day” means a Business Day. 

“SEC” or “Commission” means the Securities and Exchange Commission. 

“Second Supplemental Indenture” means this Second Supplemental Indenture, dated as of the Issue Date, among the
Company, the Guarantors named on the signature page hereof and the Trustee relating to the Notes, as it may be amended from time to time in accordance with the Indenture. 

“Securities Act” means the Securities Act of 1933, as amended. 

  
 25 








 “Senior Debt” means 

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

Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include: 

 

	 	(a)	any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates; or 

  

	 	(b)	any Indebtedness that is incurred in violation of this Indenture. 

 For the avoidance of doubt, “Senior
Debt” will not include any trade payables or taxes owed or owing by the Company or any Restricted Subsidiary. 
 “Senior
Subordinated Debt” of the Company means the Notes, the Existing Senior Subordinated Notes and any other subordinated Indebtedness of the Company that specifically provides that such Indebtedness is to rank equally in right of payment with
the Notes and is not subordinated by its terms to any other Indebtedness of the Company that is not Senior Debt. Senior Subordinated Debt of a Guarantor has a correlative meaning. 

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article
1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Original Issue Date. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the
date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal
prior to the date originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any specified
Person: 
 (1) any corporation, association or other business entity (other than a partnership) of which more than 50% of the
total voting power of Voting Stock is at the time owned or controlled, directly or through another Subsidiary, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

  
 26 








 (2) any partnership (a) the sole general partner or the managing general
partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof), but only if such Person and its Subsidiaries are
entitled to receive more than 20% of the assets of such partnership upon its dissolution. 
 “Subsidiary Guarantees”
means the joint and several guarantees issued by all of the Guarantors pursuant to Article 10 of the Second Supplemental Indenture. 

“Threshold Price” means, initially, $8.75. The Threshold Price is subject to adjustment in a manner proportional to
adjustments to the Conversion Rate pursuant to Section 11.06. 
 “TIA” means the Trust Indenture Act of 1939,
as amended. 
 “Trading Day” means a day on which: 

(i) trading in the Common Stock (or other security for which a Daily VWAP must be determined) generally occurs on the Relevant Stock Exchange
or, if the Common Stock (or such other security) is not then listed on a Relevant Stock Exchange, on the principal other market on which the Common Stock (or such other security) is then traded; and 

(ii) a Daily VWAP for the Common Stock (or other security for which a Daily VWAP must be determined) is available on such securities exchange
or market; 
 provided that if the Common Stock (or other security for which a Daily VWAP must be determined) is not so listed or traded,
“Trading Day” means a Business Day. 
 “Uniform Commercial Code” means the New York Uniform Commercial
Code as in effect from time to time. 
 “Unrestricted Subsidiary” means any Subsidiary of the Company (other
than Whiting) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: 

(1) has no Indebtedness other than Non-Recourse Debt; 

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the
Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the
Company; 
 (3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and 

  
 27 








 (4) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted Subsidiaries. 
 Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and
was permitted by Section 4.07 of the Second Supplemental Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.09 of the Second Supplemental Indenture, the Company will be in default of such covenant. 
 “Volumetric
Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all related undertakings and obligations. 

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled
(without regard to the occurrence of any contingency) to vote in the election of the Board of Directors of such Person. 

“VWAP Trading Day” means a day on which: 
  

	 	(a)	there is no Market Disruption Event; and 

  

	 	(b)	trading in the Common Stock generally occurs on the Relevant Stock Exchange. 

 If the
Common Stock is not so listed or admitted for trading on any Relevant Stock Exchange, “VWAP Trading Day” means a Business Day. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained
by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by 
 (2) the then outstanding principal amount of such Indebtedness. 

“Whiting” means Whiting Oil and Gas Corporation, a Delaware corporation, and its successors. 

  
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 Section 1.02. Other Definitions. 

 

			
	 Term
	  	Defined in Section
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	3.04
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Settlement Date”
	  	4.15
	 “Conversion Date”
	  	11.02(c)
	 “Discharge”
	  	8.08
	 “DTC”
	  	11.01
	 “Early Conversion”
	  	11.01(a)
	 “Eligible Market”
	  	11.01(d)(ii)
	 “Equity Conditions”
	  	11.01(d)
	 “Equity Conditions Measuring Period”
	  	11.01(d)
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Existing 2020 Convertible Notes”
	  	11.12
	 “Existing 2020 Convertible Notes Indenture”
	  	11.12
	 “Existing Senior Subordinated Notes Indenture Provision”
	  	9.01
	 “Existing Senior Subordinated Notes Prospectus Provision”
	  	9.01
	 “Global Note”
	  	11.02(a)
	 “incur”
	  	4.09
	 “Mandatory Conversion”
	  	11.01(c)
	 “Mandatory Conversion Date”
	  	11.01(c)
	 “Mandatory Conversion Notice”
	  	11.01(c)
	 “Merger Event”
	  	11.11
	 “Note Provision”
	  	9.01
	 “Offer Amount”
	  	3.04
	 “Offer Period”
	  	3.04
	 “Payment Blockage Notice”
	  	13.03
	 “Payment Default”
	  	6.01
	 “Permitted Debt”
	  	4.09
	 “Reduced Principal”
	  	4.01(c)
	 “Reduction”
	  	4.01(c)
	 “Reduction Date”
	  	4.01(e)
	 “Reduction Interest Amount”
	  	4.01(d)
	 “Reduction Notice”
	  	4.01(d)
	 “Reduction Settlement Date”
	  	4.01(d)
	 “Reference Property”
	  	11.11
	 “Restricted Payments”
	  	4.07
	 “Settlement Date”
	  	3.04
	 “Subsidiary Guarantee Payment Blockage Notice”
	  	14.03
	 “Termination Date”
	  	3.04
	 “VWAP Condition”
	  	11.01(c)


  
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 Section 1.03. Rules of Construction. 

Unless the context otherwise requires, in construing this Second Supplemental Indenture: 

(1) a term has the meaning assigned to it herein or, if not assigned herein, then in the Original Indenture; 

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

(3) “or” is not exclusive; 

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

(5) provisions apply to successive events and transactions; 

(6) references to sections of or rules under the Securities Act or the Exchange Act shall be deemed to include substitute,
replacement or successor sections or rules adopted by the SEC from time to time; 
 (7) “herein,”
“hereof” and other words of similar import refer to this Second Supplemental Indenture as a whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision, and references to specific
Sections, Articles or other subdivisions without contrary reference shall refer to Sections, Articles or subdivisions of the Second Supplemental Indenture, as applicable; and 

(8) any reference to the principal amount of the Notes is to $1,000 per $1,000 Original Principal Amount of the Notes (and not
the Reduced Principal Amount of the Notes on any particular date); provided that for purposes of this Second Supplemental Indenture and the Notes, references to principal amount of the Notes in the definition of “Outstanding”,
Section 104, Section 401, Article Five, Article Six, Article Ten, Article Eleven, Section 1202, Section 1203, Section 1206, Section 1207, Section 1210, Article Thirteen, Article Fourteen, Section 1502,
Section 1504 and Section 1506 of the Original Indenture shall be deemed to refer to the Reduced Principal Amount of the Notes. 

Section 1.04. Incorporation by Reference of Trust Indenture Act; Conflict with Trust Indenture Act. 

The Company hereby voluntarily subjects this Second Supplemental Indenture to the provisions of the TIA which are mandatory for indentures
qualified thereunder. Such mandatory provisions are incorporated by reference and made a part of this Second Supplemental Indenture. If any provisions in the body of this Second Supplemental Indenture limits, qualifies or conflicts with a provision
of the TIA which is required under the TIA to be a part of and govern indentures qualified thereunder, the latter provision shall control. If any provision of this Second Supplemental Indenture modifies or excludes any provision of the TIA which may
be so modified or excluded, the latter provision shall be deemed to apply to this Second Supplemental Indenture as so modified or to be excluded, as the case may be. 

  
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 ARTICLE 2 

THE NOTES 
 Section 2.01.
Creation and Form. 
 Pursuant to Sections 201 and 301 of the Original Indenture, there is hereby created a new series of Securities
designated as the “6 1⁄2% Senior Subordinated Mandatory Convertible Notes due 2018, Series A-1” (which are herein referred to as the
“Notes” for purposes of this Second Supplemental Indenture). The Notes shall be substantially in the form specified in Exhibit A to this Second Supplemental Indenture, shall have the terms set forth therein and shall be entitled to the
benefits of the other provisions of the Original Indenture as modified by this Second Supplemental Indenture and specified herein. To the extent permitted by applicable law, in the event of any inconsistency between the terms of the Notes and the
terms of this Indenture, the terms of this Indenture will control. To the extent applicable, the Initial Notes and Additional Notes will bear the OID Legend. Each certificate representing shares of Common Stock issued upon conversion of any Note,
shall, upon issuance, if such shares are subject to restriction on transfer under the Securities Act at their time of issuance, bear the Common Stock Restricted Legend on the face thereof until the Resale Restriction Termination Date. 

Section 2.02. Execution and Authentication. 

On the Issue Date, the Trustee shall authenticate and deliver $26,167,000 Original Principal Amount of Initial Notes and, at any time and from
time to time thereafter, the Trustee shall authenticate and deliver Additional Notes for original issue, in each case upon the Trustee’s receipt of a Company Order in accordance with Section 303 of the Original Indenture. Such order shall
specify the aggregate Original Principal Amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.05 of this
Second Supplemental Indenture after the Issue Date, shall certify that such issuance is in compliance with such Section 2.05 and Section 4.09 hereof. The Notes shall be issued initially in the form of Global Securities, for which The
Depository Trust Company shall act as Depositary. Notes in the form of Global Securities shall bear the legends set forth on the form of Note attached hereto. 

Section 2.03. Outstanding Notes. 

Notes outstanding at any time are all Notes authenticated by the Trustee except for those that have been converted, those canceled by it, those
delivered to it for cancellation and those described in this Section as not outstanding. Except as otherwise provided in TIA §316(a), a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

 If a Note is replaced pursuant to Section 306 of the Original Indenture, it ceases to be outstanding unless the Trustee and the
Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser. 
 If the Paying Agent segregates and
holds in trust, in accordance with the Indenture, by 11:00 a.m. New York time, on a Redemption Date or other maturity date money sufficient to pay all Reduced Principal Amount, premium, if any, and interest payable on that date with respect to


  
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the Notes (or portions thereof) to be redeemed or otherwise maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them
ceases to accrue. 
 Section 2.04. CUSIP Numbers. 

The Company in issuing the Notes may use “CUSIP” numbers and corresponding “ISINs” (if then generally in use) and, if so,
the Trustee shall use “CUSIP” numbers and corresponding “ISINs” in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the 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. 
 Section 2.05. Issuance of Additional Notes. 

The Company shall be entitled, subject to its compliance with Section 4.09 of this Second Supplemental Indenture, to issue Additional
Notes under the Indenture which shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance, issue price, the initial date from which interest begins to accrue, if applicable, the
existence of resale restrictions pursuant to the Securities Act, and, in the event that Additional Notes are issued after the end of the Reduction Observation Period, other than differences with respect to Reduction, provided, that no
Additional Notes may be issued with the same “CUSIP”, “ISIN” or “Common Code” number as the Initial Notes unless it is so permitted in accordance with applicable law and such Additional Notes are fungible with the
Initial Notes for U.S. federal tax purposes. The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single class for all purposes under the Indenture. 

ARTICLE 3 
 REDEMPTION AND PURCHASE

 Section 3.01. Redemption and Purchase. 

The Notes shall be subject to redemption and purchase by the Company pursuant to the provisions of Article Eleven of the Original Indenture and
this Article 3. 
 Section 3.02. Optional Redemption. 

(a) The Company may on any one or more occasions redeem the Notes, in whole or in part, at a Redemption Price equal to (i) 101.625% of the
Reduced Principal Amount thereof, in the case of a redemption prior to October 1, 2016, or (ii) 100% of the Reduced Principal Amount thereof, in the case of a redemption on or after October 1, 2016, in each case, 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 an Interest Payment Date that is on or prior to the Redemption Date). 

(b) Any notice of redemption sent in respect of a redemption pursuant to this Section 3.02 shall state, in addition to the requirements
of Section 1104 of the Original 

  
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Indenture, the Conversion Rate and Conversion Price in effect on the date of the notice of redemption and that a Holder who elects to convert all or a portion of its Notes in lieu of redemption
must submit a Conversion Notice with respect to such Notes being converted on or before the close of business on the Business Day immediately preceding the Redemption Date. 

Section 3.03. Mandatory Redemption. 

Except as set forth under Sections 4.10 and 4.15 hereof, the Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes or to repurchase the Notes at the option of the Holders. 
 Section 3.04. Offer to Purchase by
Application of Excess Proceeds. 
 In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence an
offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below. 
 The Asset Sale
Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by Applicable Law (the “Offer Period”). No later than five Business Days after the
termination of the Offer Period (the “Settlement Date”), the Company shall purchase and pay for the Reduced Principal Amount of Notes required to be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less
than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the manner prescribed in the Notes. 

Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to each of the Holders, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the
Asset Sale Offer, shall state: 
 (a) that the Asset Sale Offer is being made pursuant to this Section 3.04 and
Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); 

(b) the Offer Amount and the purchase price; 

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

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer
shall cease to accrue interest after the Settlement Date; 

  
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 (e) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; 

(f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note,
with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Company or a Paying Agent at the address specified in the notice, before the Termination Date; 

(g) that Holders shall be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives,
prior to the Termination Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Original Principal Amount and Reduced Principal Amount of the Note the Holder delivered for purchase and a statement that
such Holder is withdrawing his election to have such Note purchased; 
 (h) that, if the aggregate Reduced Principal Amount
of Notes surrendered by Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount the Company is required to repurchase, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on
a pro rata basis on the basis of the aggregate Reduced Principal Amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount
equal to $1,000 or any integral $1,000 multiple in excess thereof, shall be purchased); 
 (i) that Holders whose Notes were
purchased only in part shall be issued new Notes equal in Original Principal Amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and 

(j) the Conversion Rate and Conversion Price then in effect and that a Holder that has tendered its Notes for repurchase who
wishes to withdraw such Notes and convert them must submit a valid notice of withdrawal and Conversion Notice prior to the close of business on the Business Day immediately preceding the Settlement Date. 

If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent
necessary to accord with the procedures of the Depository applicable to repurchases. 
 Promptly after the Termination Date, the Company
shall, to the extent lawful, accept for payment Notes or portions thereof tendered pursuant to the Asset Sale Offer in the aggregate Reduced Principal Amount required by Section 4.10 hereof, and prior to the Settlement Date it shall 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 3.04 and Section 4.10 hereof. On the Settlement Date, the Company
or the Paying Agent, as the case may be, shall mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall issue a new Note, and
the Trustee shall authenticate and mail or deliver such new Note to 

  
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such Holder, in an Original Principal Amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Asset Sale Offer on or before the Settlement Date. 
 ARTICLE 4 

COVENANTS 
 Except for
Section 1003, the provisions of Article Ten of the Original Indenture shall not apply to the Notes, and in lieu thereof the following provisions of this Article 4 shall apply to the Notes. 

Section 4.01. Payment of Notes. 

(a) The Company shall pay or cause to be paid the Reduced Principal Amount of, premium, if any, and interest on the Notes due in connection
with an Early Conversion and, if applicable, the Company agrees to deliver the shares of Common Stock (and any cash in lieu of fractional shares) due in connection with any Reduction, an Early Conversion or a Mandatory Conversion, each on the dates
and in the manner provided in the Notes. Reduced Principal Amount, premium, if any, interest, and cash in lieu of fractional shares in connection with any conversion shall be considered paid on the date due if the Paying Agent, if other than the
Company or a Guarantor, holds as of 11:00 a.m. New York time on the due date money deposited by the Company or a Guarantor in immediately available funds and designated for and sufficient to pay all Reduced Principal Amount, premium, if any,
interest then due, and cash in lieu of fractional shares in connection with any Reduction, any Early Conversion or any Mandatory Conversion. 

(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue Reduced Principal
Amount at the rate equal to the interest rate 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. 
 (c) The principal amount payable per $1,000 Original Principal Amount of
Notes shall be reduced (each, a “Reduction”) by $40 (the “Reduced Principal”) for each VWAP Trading Day during the Reduction Observation Period, if the Daily VWAP exceeds the Threshold Price on such VWAP Trading
Day. Reductions shall be subject to Section 11.01(d) and to all other provisions of Article 11 that are expressly applicable to Reductions. 

(d) On the third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such third
Business Day, then the fifth Business Day) immediately following each VWAP Trading Day during the Reduction Observation Period, if the Daily VWAP exceeds the Threshold Price on such VWAP Trading Day (any such date of payment, a “Reduction
Settlement Date”), the Company shall make a stock distribution to Holders of an amount of shares of Common Stock for each $40 of Reduced Principal per $1,000 Original Principal Amount of Notes equal to the Daily Reduction Rate on such VWAP
Trading Day (plus cash in lieu of any fractional share of Common Stock issuable 

  
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upon Reduction payable pursuant to Section 11.03); provided that, with respect to any Reduction in the principal amount of Notes occurring on any VWAP Trading Day that occurs prior to
the Issue Date, any shares of Common Stock (and cash in lieu of fractional shares of Common Stock) shall be delivered no later than the third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect
settlement on such third Business Day, then the fifth Business Day) following the Issue Date. Cash equal to accrued but unpaid interest with respect to the Reduced Principal accrued from April 1, 2016 to but excluding the applicable Reduction
Date, shall also be payable no later than the third Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such third Business Day, then the fifth Business Day) following the applicable
Reduction Settlement Date (the “Reduction Interest Amount”). The Company shall deliver, beginning no earlier than the Issue Date, to the Holders, the Trustee and the Conversion Agent (if other than the Trustee) no later than the
open of business on the second Business Day immediately following each Reduction Date a notice (each, a “Reduction Notice”), which notice shall state (A) the applicable Reduction Settlement Date, (B) the amount of Reduced
Principal per $1,000 Original Principal Amount of Notes and the Reduced Principal Amount per $1,000 Original Principal Amount of Notes, (C) the Daily Reduction Rate and (D) the Reduction Interest Amount. The Person in whose name any shares
of Common Stock delivered upon distribution pursuant to this Section 4.01(d) is registered shall become the holder of record of such shares as of the close of business on the relevant Reduction Date. 

(e) A Note shall be deemed to have been reduced (in each case, the “Reduction Date”) immediately prior to the close of
business on the VWAP Trading Day where the Daily VWAP exceeded the Threshold Price with respect to a Note subject to Reduction. 
 (f) The
parties hereto agree that the delivery of the shares of Common Stock equal to the Daily Reduction Rate in respect of the Reduced Principal is the mechanical means by which a conversion of the Reduced Principal into such shares of Common Stock is
being effected under this Indenture, and that such delivery of shares of Common Stock in respect of such Reduced Principal shall be treated as a conversion for all purposes other than such settlement mechanism. 

(g) The Daily Reduction Price, the Daily Reduction Rate, and, if applicable, the amount of cash payable in lieu of any fractional share of
Common Stock pursuant to Section 11.03 shall each be determined by the Company promptly following the applicable Reduction. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such
determination. 
 (h) Upon any Reduction, the Trustee, or the custodian of the Global Note at the direction of the Trustee, shall make a
notation in the books and records of the Trustee as to the reduction in the Original Principal Amount and the Reduced Principal Amount represented thereby. 

(i) All calculations under this Article 4 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. 

  
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 (j) Notwithstanding anything to the contrary herein or in the Notes, in the event that any
settlement of Common Stock, cash in lieu of fractional shares or accrued but unpaid interest in respect of any Reduction Settlement Date cannot be made within the express time frames set forth in this Section 4.01 as a result of the settlement
procedures and mechanics of the Depositary, any delay in settlement of such amounts shall not be a Default or Event of Default hereunder, provided that the Company is using its commercially reasonable efforts to effect such settlement as soon as
practicable. In the event that in connection with any settlement on any Reduction Settlement Date, the Company, the Trustee or the Depositary requires any notice or form from the beneficial holders of Notes in order to effect such settlement, then
the settlement of Common Stock, cash in lieu of fractional shares or accrued but unpaid interest due on such Reduction Settlement Date shall be conditioned on delivery to the Company by such beneficial holders of such notice or form in the form
requested by the Company, and the Company’s obligation to deliver the Common Stock, cash in lieu of fractional shares or accrued but unpaid interest due on such Reduction Settlement Date to any beneficial holder shall be no later than the third
Business Day (or, in the event that the Company with commercially reasonable efforts cannot effect settlement on such third Business Day, then the fifth Business Day) after the date on which such beneficial holder of the Notes has delivered to the
Company the notice or form requested by the Company. Until the Company provides notice to Holders to the contrary, the Company shall require beneficial holders of Notes to deliver the Reduction Settlement Notice (or a notice in such other form or
format as the Company may accept in its sole discretion) no later than the close of business on the second Business Day immediately following the applicable Reduction Date (or any later date as the Company may accept in its sole discretion). In the
event that the Depositary is unable to deliver cash in lieu of fractional shares or accrued but unpaid interest to its participants in accordance with this Section 4.01 through its systems on any Reduction Settlement Date or settlement of cash
amounts on each Reduction Settlement Date is otherwise impracticable, then the Company may delay payment of all cash in lieu of fractional shares and accrued but unpaid interest in respect of all Reduced Principal until the Reduction Settlement Date
in respect of the last day of the Reduction Observation Period. 
 Section 4.02. Maintenance of Office or Agency. 

The Company shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee) where Notes may be
presented or surrendered for payment or conversion and where notices and demands to or upon the Company in respect of the Notes and the 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. 
 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. Further, if at any time there shall be no such office or agency in the City of New York where the
Notes may be presented or surrendered for payment, the Company shall forthwith designate and maintain such an office or agency in the City of New York, in order that the Notes shall at all times be payable in the City of New York. 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. 

  
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 The Company hereby appoints the Trustee as Paying Agent and Conversion Agent and designates the
Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 301 of the Original Indenture. 

Section 4.03. Reports. 

(a) Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long
as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not accept such a filing) for public availability within the time periods specified in the SEC’s rules and regulations under the Exchange Act and, within 10
Business Days of filing, or attempting to file, the same with the SEC, furnish to the Trustee and, upon its request, to any of the Holders of the Notes: 

(1) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with
respect to the annual information only, a report thereon by the Company’s certified independent accountants; and 
 (2)
all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. 
 The Company’s
filing of any such information, document or report with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (or EDGAR) system or any successor thereto shall satisfy the reporting obligation described above. 

The Company shall at all times comply with TIA § 314(a). 

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information
required by paragraph (a) of this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements 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. 
 (c) Delivery of such information, documents and reports to the Trustee is for informational purposes only and the
Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 

  
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 Section 4.04. Compliance Certificate. 

(a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a
review of the activities of the Company and its Restricted 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 the 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 each and every covenant contained
in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default with respect to the Notes shall have occurred, 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) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which
payments of interest on the Notes are prohibited or if such event has occurred, a description of the event 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, deliver to the Trustee, forthwith upon any Officer becoming aware of any
Default or Event of Default with respect to the Notes, an Officers’ Certificate specifying such Default or Event of Default 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 Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. 

Section 4.06. Stay, Extension and Usury Laws. 

Each of the Company and each of the Guarantors 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 the 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 Restricted Payments. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly: 
 (1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or
any of its Restricted Subsidiaries’ Equity Interests 

  
 39 








 
(including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or payable to the Company or a
Restricted Subsidiary of the Company); 
 (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 

(3) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees prior to any scheduled repayment or scheduled maturity, except a payment, purchase, redemption, defeasance or other acquisition of any such Indebtedness in anticipation of
satisfying a sinking fund obligation, principal installment or the Stated Maturity thereof, in each case, due within one year of the date of such payment, purchase, redemption, defeasance or other acquisition; or 

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through
(4) above being collectively referred to as “Restricted Payments”), 
 unless, at the time of and after giving effect to such
Restricted Payment: 
 (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of
such Restricted Payment; 
 (2) the Company would, at the time of such Restricted Payment and after giving pro forma effect
thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09; and 
 (3) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after May 11, 2004 (excluding Restricted Payments permitted by clauses (2), (3), (4), (6) and (7) of the next succeeding paragraph), is less than the sum,
without duplication, of: 
 (a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting
period) from April 1, 2004 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is
a deficit, less 100% of such deficit), plus 

  
 40 








 (b) 100% of the aggregate net cash proceeds received by the Company (including
the fair market value of any Additional Assets to the extent acquired in consideration of Equity Interests of the Company (other than Disqualified Stock)) since May 11, 2004 as a contribution to its common equity capital or from the issue or
sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus 

(c) to the extent that any Restricted Investment that was made after May 11, 2004 is sold for cash or otherwise liquidated
or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus 

(d) to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary after May 11,
2004, the lesser of (i) the fair market value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an
Unrestricted Subsidiary. 
 The preceding provisions will not prohibit: 

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption of debt that is subordinate
to the Notes, within 60 days after the date of declaration of such dividend or the delivery of any irrevocable notice of redemption, as the case may be, if the dividend, distribution or redemption payment on the date of declaration or the date of
the notice of redemption, as the case may be, would have complied with the provisions of the Indenture; 
 (2) the
redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially
concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock), with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or acquisition
occurs not more than 120 days after such sale; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the
preceding paragraph; 
 (3) the defeasance, redemption, repurchase, retirement or other acquisition of subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; 

  
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 (4) the payment of any dividend or distribution by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis; 
 (5) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former director, officer, employee or consultant of the Company or any of its Restricted Subsidiaries pursuant to any
equity subscription agreement or plan, stock option agreement or similar agreement or plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any
twelve-month period; 
 (6) the acquisition of Equity Interests by the Company in connection with the exercise of stock
options or stock appreciation rights by way of cashless exercise; 
 (7) the payment of cash in lieu of fractional shares of
Capital Stock in connection with any transaction otherwise permitted under this Section 4.07; or 
 (8) other Restricted
Payments in an aggregate amount since May 11, 2004 not to exceed $25.0 million; 
 provided, however, that at the time of, and after giving
effect to, any Restricted Payment permitted under the preceding clause (8), no Default or Event of Default shall have occurred and be continuing or would be caused thereby. 

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant
will be determined, in the case of amounts under $25.0 million, by an officer of the Company and, in the case of amounts over $50.0 million, by the Board of Directors of the Company, whose determination shall be evidenced by a Board Resolution. Not
later than the date of making any Restricted Payment (excluding any Restricted Payment described in the preceding clause (2), (3), (4), (6) or (7)) the Company will deliver to the Trustee an Officers’ Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed. For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment
meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (8), or is entitled to be made pursuant to the first paragraph of this Section 4.07, the Company will be permitted
to divide or classify (or later divided or classify or reclassify in whole or in part in its sole discretion) such Restricted Payment in any manner that complies with this Section 4.07. 

  
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 Section 4.08. Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: 

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or
pay any Indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries; 
 (2) make loans or
advances to the Company or any of its Restricted Subsidiaries; or 
 (3) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries. 
 However, the preceding restrictions of this Section 4.08 will not apply to
encumbrances or restrictions existing under or by reason of: 
 (1) agreements governing Existing Indebtedness and Credit
Facilities as in effect on the Original Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those
agreements on the Original Issue Date as determined in good faith by the Company; 
 (2) the Indenture, the Notes and the
Subsidiary Guarantees; 
 (3) Applicable Law; 

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired,
provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred, and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those
agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restricted, taken as a whole, with respect to such dividend and other payment restrictions
than those contained in those agreements on the date of such acquisition as determined in good faith by the Company; 
 (5)
customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices; 

  
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 (6) Capital Lease Obligations or purchase money obligations, in each case for
property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; 

(7) any agreement for the sale or other disposition of a Restricted Subsidiary of the Company that restricts distributions by
that Restricted Subsidiary pending its sale or other disposition; 
 (8) Permitted Refinancing Indebtedness, provided that
the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in
good faith by the Company; 
 (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of
Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens; 
 (10)
provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, agreements respecting Permitted Business Investments and other similar agreements entered
into (a) in the ordinary course of business or (b) with the Company’s approval by its Board of Directors, which limitation is applicable only to property or capital stock that are subject to such agreements; 

(11) restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or suppliers under contracts
entered into in the ordinary course of business; 
 (12) restrictions on the sale, lease or transfer of property or assets
arising or agreed to 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 property or assets of the Company or any Restricted Subsidiary in any manner
material to the Company and the Restricted Subsidiaries taken as a whole; and 
 (13) Hedging Obligations permitted to be
incurred under the covenants set forth in Section 4.09 hereof. 
 Section 4.09. Limitation on Incurrence of Indebtedness and
Issuance of Preferred Stock. 
 The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), neither the Company nor any Guarantor
will issue any Disqualified Stock, and the Company will not permit any of its other Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company and any Guarantor may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which 

  
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internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to
1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period. 
 The first paragraph of this Section 4.09 will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”): 
 (1) the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness (including letters of credit) under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a
principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) not to exceed an amount equal to the greater of (a) $1.1 billion and (b) 30% of ACNTA as of the date of such incurrence; 

(2) the incurrence by the Company or any of its Restricted Subsidiaries of the Existing Indebtedness; 

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes issued and sold on the Issue Date
and the related Subsidiary Guarantees issued on the Issue Date; 
 (4) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction,
installation or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to
renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of (a) $25.0 million and (b) 1.0% of ACNTA as of the date of such incurrence at any time outstanding;

 (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange
for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this Section 4.09 or clause
(2) or (3) of this paragraph or this clause (5); 
 (6) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 

(a) if the Company is the obligor on such Indebtedness and a Guarantor is not the obligee, such Indebtedness must be expressly
subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, or if 

  
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a Guarantor is the obligor on such Indebtedness and neither the Company nor another Guarantor is the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash
of all Obligations with respect to the Subsidiary Guarantee of such Guarantor; and 
 (b) (i) any subsequent issuance or
transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither
the Company nor a Restricted Subsidiary of the Company will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; 

(8) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or any Guarantor that was permitted to
be incurred by another provision of this Section 4.09; 
 (9) the incurrence by the Company or any of its Restricted
Subsidiaries of obligations relating to net gas balancing positions arising in the ordinary course of business and consistent with past practice; 

(10) the incurrence by the Company’s Unrestricted Subsidiaries of Non-Recourse Debt, provided, however, that if any such
Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (10); 

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety
and similar bonds issued for the account of the Company and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of the Company and any of its Restricted Subsidiaries with respect to letters of
credit supporting such obligations (in each case other than an obligation for money borrowed); 
 (12) the incurrence by the
Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or
assumed in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by
the Company and its Restricted Subsidiaries in connection with such disposition; 
 (13) Indebtedness arising from the
honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is promptly extinguished; 

  
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 (14) Indebtedness arising in connection with endorsement of instruments for
deposit in the ordinary course of business; 
 (15) Indebtedness owed on a short-term basis to banks and other financial
institutions incurred in the ordinary course of business of the Company and any Restricted Subsidiary with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and
any Restricted Subsidiary; 
 (16) the incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt in
connection with a transaction meeting either of the financial tests set forth in clause (4) under Section 5.01 hereof; and 

(17) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal
amount (or accreted value, as applicable) at any time outstanding, not to exceed $75.0 million. 
 For purposes of determining compliance
with this Section 4.09, in the event that an item of Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, or is entitled to be
incurred pursuant to the first paragraph of this Section 4.09, the Company will be permitted to divide and classify (or later divide, classify, re-divide or reclassify in whole or in part in its sole discretion) such item of Indebtedness in any
manner that complies with this covenant, except that any indebtedness under Credit Facilities on the Original Issue Date (after giving effect to the offering of Existing Senior Subordinated Notes and the application of the proceeds thereof
contemplated by the prospectus relating to such offering) shall be considered incurred under the first paragraph of this Section 4.09. 

The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this covenant, the maximum amount of
Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed exceeded solely as a result of fluctuations in exchange rates or currency values. 

  
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 Section 4.10. Limitation on Asset Sales. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at
least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; 
 (2) the
fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and 

(3) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of
cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash or Cash Equivalents: 

(a) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, of the
Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement that
releases the Company or such Subsidiary from further liability; and 
 (b) any securities, notes or other obligations
received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash within 180 days of the receipt thereof, to the extent of the cash received in that conversion. 

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply those Net
Proceeds at its option to any combination of the following: 
 (I) to prepay, repay, redeem or repurchase Senior Debt or the Notes or other
Indebtedness ranking on parity with the Notes; 
 (II) to acquire all or substantially all of the properties or assets of one or more other
Persons primarily engaged in the Oil and Gas Business, and, for this purpose, a division or line of business of a Person shall be treated as a separate Person; 

(III) to acquire a majority of the Voting Stock of one or more other Persons primarily engaged in the Oil and Gas Business; 

(IV) to make one or more capital expenditures; or 

(V) to acquire other long-term assets that are used or useful in the Oil and Gas Business. 

Pending the final application of any Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce revolving credit
borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess
Proceeds.” 

  
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 On the 361st day after the Asset Sale (or, at the Company’s option, any earlier date), if
the aggregate amount of Excess Proceeds then exceeds $50.0 million, the Company will make an Asset Sale Offer to all Holders of Notes, and to all holders of Pari Passu Indebtedness then outstanding, to purchase the maximum Reduced Principal Amount
of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the Reduced Principal Amount plus accrued and unpaid interest, if any, to the Settlement
Date, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, and will be payable in cash. If any Excess Proceeds remain after consummation
of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate Reduced Principal Amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds
the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Original
Principal Amount of $1,000 or any integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

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

Section 4.11. Limitation on Transactions with Affiliates. 

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each,
an “Affiliate Transaction”) involving aggregate consideration in excess of $1.0 million, unless: 
 (1) the
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person or, if in the good faith judgment of the Company’s 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 relevant
Restricted Subsidiary from a financial point of view; and 

  
 49 








 (2) the Company delivers to the Trustee: 

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $30.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a
majority of the disinterested members of the Board of Directors; and 
 (b) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a written opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting,
appraisal or investment banking firm of national standing. 
 The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph of this Section 4.11: 
 (1) any employment,
severance or consulting agreement or other compensation agreement, arrangement or plan, or any amendment thereto, entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 

(2) transactions between or among any of the Company and its Restricted Subsidiaries; 

(3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in such
Person; 
 (4) payment of reasonable directors’ fees, consulting fees and other benefits to persons who are not
otherwise Affiliates of the Company; 
 (5) provision of officers’ and directors’ indemnification and insurance in
the ordinary course of business to the extent permitted by law; 
 (6) sales of Equity Interests (other than Disqualified
Stock) to Affiliates of the Company; 
 (7) Permitted Investments and Restricted Payments that are permitted by
Section 4.07 hereof; 
 (8) any transaction in which the Company or its Restricted Subsidiaries, as the case may be,
deliver 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 its Restricted Subsidiary from a financial point of view or that such transaction
meets the requirements of clause (1) of the initial paragraph above; 
 (9) transactions with Unrestricted Subsidiaries,
Affiliates, customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are, in the
aggregate (taking into account all the costs and benefits 

  
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associated with such transactions) materially no less favorable to the Company or its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company
or such Restricted Subsidiary with an unrelated person, in the good faith determination of the Company’s Board of Directors, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
and 
 (10) transactions between the Company or any of its Restricted Subsidiaries and any Person, a director of which is
also a director of the Company or any direct or indirect parent of the Company; provided, however, that such director abstains from voting as a director of the Company or such direct or indirect parent, as the case may be, on any matter involving
such other Person. 
 Section 4.12. Limitation on Liens. 

The Company will not and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness or Attributable Debt upon any of their property or assets, now owned or hereafter acquired, unless the Notes or any Subsidiary Guarantee of such Restricted
Subsidiary, as applicable, is secured on an equal and ratable basis (or on a senior basis to, in the case of obligations subordinated in right of payment to the Notes or such Subsidiary Guarantee, as the case may be) with the obligations so secured
until such time as such obligations are no longer secured by a Lien. 
 Section 4.13. Additional Subsidiary Guarantees. 

If the Company or any of its Restricted Subsidiaries acquires or creates another Material Domestic Subsidiary after the Issue Date, or if any
Restricted Subsidiary that is not already a Guarantor guarantees any other Indebtedness of the Company after such date, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of
Exhibit B hereto and delivering it to the Trustee within 20 Business Days of the date on which it was acquired or created or guaranteed Indebtedness of the Company, as the case may be, together with any Opinion of Counsel described in
Section 903 of the Original Indenture; provided, however, that (a) the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with the Indenture for so long as
they continue to constitute Unrestricted Subsidiaries and (b) Whiting Programs, Inc. shall not be required to become a Guarantor unless it guarantees Indebtedness of the Company. 

Section 4.14. Corporate Existence. 

Except as otherwise permitted pursuant to the terms hereof (including consolidation and merger permitted by Section 5.01 hereof), the
Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; provided, however, that the Company shall not be required to preserve the existence of any of its Restricted
Subsidiaries if the Company shall 

  
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determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the Holders of the Notes. 
 Section 4.15. Offer to Repurchase Upon Change of Control. 

(1) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control
Offer”) to repurchase all or any part (equal to $1,000 or any integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate
Reduced Principal Amount of Notes repurchased, plus accrued and unpaid interest, if any, thereon to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to
receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the
Trustee describing the transaction that constitutes the Change of Control and stating: 
 (a) that the Change of Control
Offer is being made pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be accepted for payment; 

(b) the purchase price and the Change of Control Settlement Date, which shall be no earlier than 30 days but no later than 60
days from the date such notice is mailed; 
 (c) that the Change of Control Offer will expire as of the time specified in
such notice on the Change of Control Settlement Date and that the Company shall pay the Change of Control Purchase Price for all Notes purchased as of the Change of Control Settlement Date promptly thereafter on the Change of Control Settlement
Date; 
 (d) that any Note not tendered will continue to accrue interest; 

(e) 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 shall cease to accrue interest after the Change of Control Settlement Date; 
 (f) that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse
of the Notes completed and such customary documents as the Company may reasonably request, to the Paying Agent at the address specified in the notice prior to the termination of the Change of Control Offer on the Change of Control Settlement Date;


  
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 (g) that Holders will be entitled to withdraw their election if the Paying Agent
receives, prior to the termination of the Change of Control Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the Reduced Principal Amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing its election to have the Notes purchased; 
 (h) that Holders whose Notes are being purchased only in
part will be issued new Notes equal in Original Principal Amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in Original Principal Amount or any integral multiple of $1,000 in excess
thereof; and 
 (i) the Conversion Rate and Conversion Price then in effect and that a Holder that has tendered its Notes for
purchase who wishes to withdraw such Notes and convert them must submit a valid notice of withdrawal and Conversion Notice prior to the close of business on the Business Day immediately preceding the Change of Control Settlement Date. 

If any of the Notes subject to a Change of Control Offer is in the form of a Global Note, then the Company shall modify such notice to the
extent necessary to accord with the procedures of the Depository applicable to repurchases. Further, the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of 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 such provisions by virtue of such conflict. 

(2) On the Change of Control Settlement Date, the Company shall, to the extent lawful, accept for payment all Notes or portions
thereof ($1,000 or any integral $1,000 multiple in excess thereof) properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date the Company shall: 

(a) deposit with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the Change of Control Payment in
respect of all Notes or portions thereof so tendered; and 
 (b) deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers’ Certificate stating the aggregate Reduced Principal Amount of Notes or portions of Notes being purchased by the Company. 

On the Change of Control Settlement Date, the Paying Agent shall mail to each Holder of Notes properly tendered the Change of Control Payment
for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depository) and the Trustee shall authenticate and mail (or cause to be transferred by 

  
 53 








 
book entry) to each Holder a new Note equal in Original Principal Amount to any unpurchased portion of the Notes surrendered (with the Reduced Principal Amount also reflected on such Note), if
any; provided, however, that each such new Note will be in an Original Principal Amount of $1,000 or any integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Settlement Date. 
 (c) The Change of Control provisions described above shall be
applicable whether or nor any other provisions of the Indenture are applicable. 
 (d) Prior to complying with any of the
provisions of this Section 4.15, but in any event no later than the Change of Control Settlement Date, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing
outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15. 
 (e) The Company shall not be
required to make a Change of Control Offer following a Change of Control (1) if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable
to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to Section 3.02 hereof, unless and until
there is a default in payment of the applicable Redemption Price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer by the Company or a third party 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 the Change of Control Offer is made. 

(3) In the event that Holders of Notes of not less than 95% of the aggregate Reduced Principal Amount of the outstanding Notes
accept a Change of Control Offer and the Company purchases all of the Notes held 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, to redeem all of the Notes that remain outstanding following such purchase at a purchase price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and
unpaid interest on the Notes that remain outstanding, if any, to the Change of Control Settlement Date, subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to
the Change of Control Settlement Date. Any such redemption shall be effected in accordance with Article Eleven of the Original Indenture; provided that any notice of redemption sent in respect of such redemption shall state, in addition to the
requirements of Section 1104 of the Original Indenture, the Conversion Rate and Conversion Price in effect on the date of the notice of redemption and that a Holder who elects to convert all or a portion of its Notes in lieu of redemption must
submit a Conversion Notice with respect to such Notes being converted on or before the close of business on the Business Day immediately preceding the Redemption Date. 

  
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 Section 4.16. No Inducements. 

The Company shall not, and the Company shall not permit any of its Subsidiaries, either directly or indirectly, to pay (or cause to be paid)
any consideration, whether by way of interest, fee or otherwise, to any Beneficial Owner or Holder of the Notes for or as an inducement to any consent to any waiver, amendment or supplement of any terms or provisions of the Indenture or the Notes,
unless such consideration is offered to be paid (or agreed to be paid) to all Beneficial Owners and Holders of the Notes which so consent in the time frame set forth in the solicitation documents relating to such consent. 

Section 4.17. Permitted Business Activities. 

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business 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 4.18.
Anti-Layering. 
 The Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor’s Subsidiary Guarantee. 

Section 4.19. Designation of Restricted and Unrestricted Subsidiaries. 

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of Section 4.07 hereof or represent Permitted
Investments, as determined by the Company. That designation shall only be permitted if the Investment would be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. 

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence
following such designation. 

  
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 Section 4.20. Covenant Termination. 

If at any time (a) the rating assigned to the Notes by both S&P and Moody’s is an Investment Grade Rating and (b) no Default
has occurred and is continuing under this Indenture, then upon delivery by the Company to the Trustee of an Officers’ Certificate to the foregoing effect, the Company and its Restricted Subsidiaries will no longer be subject to the following
provisions of this Indenture: Sections 4.07, 4.08, 4.09, 4.10, 4.11 or 4.17 or clause (d) of Section 5.01. The Company and its Restricted Subsidiaries will remain subject to all other provisions of the Indenture. 

Section 4.21. Calculation of Original Issue Discount. 

The Company shall file with the Trustee promptly after the end of each calendar year for which reporting on Form 1099 OID is required
(i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Notes as of the end of such year and (ii) such other specific information relating to such original
issue discount as may then be required to be provided to the Trustee or the holders of the Notes pursuant to the Code, and the regulations issued thereunder; provided, however, that no notice shall be required hereunder in the event
that there are no Outstanding Notes as of the end of said calendar year. 
 Section 4.22. Certain Transactions Prior to
Reduction Cutoff Date. 
 Prior to the Reduction Cutoff Date, the Company shall not take any action that would result in an adjustment to
the Conversion Rate under Article 11 of this Second Supplemental Indenture. 
 ARTICLE 5 

SUCCESSORS 
 The provisions of
Article Eight of the Original Indenture shall not apply to the Notes, and in lieu thereof the following provisions of this Article 5 shall apply to the Notes. 

Section 5.01. Merger, Consolidation, or Sale of Assets. 

The Company shall not, directly or indirectly, (1) consolidate or merge with or into another Person (whether or not the Company is the
surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related
transactions to, another Person, unless: 
 (a) either (1) the Company is the surviving corporation or (2) the
Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws
of the United States, any state of the United States or the District of Columbia; 

  
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 (b) the Person formed by or surviving any such consolidation or merger (if other
than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture
or other agreement in a form reasonably satisfactory to the Trustee; 
 (c) immediately after such transaction no Default or
Event of Default exists; 
 (d) the Company or the Person formed by or surviving any such consolidation or merger (if other
than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto and any related financing transaction as if
the same had occurred at the beginning of the applicable four-quarter period, either (a) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of
Section 4.09 hereof or (b) have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition; and 
 (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or disposition and such supplemental indenture (if any) comply with the Indenture; 

provided, however, that (i) this Section 5.01 shall not apply to any sale, assignment, transfer, lease, conveyance or other disposition of
assets between or among the Company and its Restricted Subsidiaries and (ii) clauses (c) and (d) hereof shall not apply to any merger or consolidation of the Company (I) with or into one of its Restricted Subsidiaries for any
purpose or (II) with or into an Affiliate solely for the purpose of reincorporation of the Company in another jurisdiction. 

Section 5.02. Successor Corporation Substituted. 

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such
sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named as the
Company herein and shall be substituted for the Company (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the
“Company” shall refer instead to the successor corporation and not to the Company); and thereafter, if the Company is dissolved following a transfer of all or substantially all of the properties or assets of the Company and its Restricted
Subsidiaries taken as a whole in accordance with the Indenture, the Company shall be discharged and released from all obligations and covenants under the Indenture and the Notes. The Trustee, the Company and the successor Person shall enter into a
supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company. 

  
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 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.01. Events of Default. 

In accordance with Section 301(19) of the Original Indenture, Section 501 of the Original Indenture is hereby amended to read in its
entirety as follows with respect to the Notes: 
 “An ‘Event of Default’ occurs if one of the following shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article 13 or 14 of the Second Supplemental Indenture or be involuntary or be effected by operation of law): 

(1) the Company defaults in the payment when due of interest with respect to the Notes, and such default continues for a period
of 30 days; 
 (2) the Company defaults in the payment of the Reduced Principal Amount of or premium, if any, on the Notes
when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; 
 (3)
the Company fails to comply with the provisions of Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Second Supplemental Indenture; 

(4) the Company fails to comply with any other covenant or other agreement in the Indenture or the Notes for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in Reduced Principal Amount of the Notes then outstanding of such failure; 

(5) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now
exists or is created after the Issue Date, if such default: 
 (a) is caused by a failure to pay principal of, or interest or
premium, if any, on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness (a “Payment Default”); or 

(b) 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 $50.0 million or more; provided, that if any such default is cured or waived or any 

  
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such acceleration is rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded; 

(6) the Company or any of its Significant Subsidiaries fails to pay final judgments aggregating in excess of $50.0 million,
which judgments are not paid, discharged or stayed (including a stay pending appeal) for a period of 60 days after the date of such final judgment (or, if later, the date when payment is due pursuant to such judgment); 

(7) except as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or
invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than by reason of release of a Guarantor
from its Subsidiary Guarantee in accordance with the terms of the Indenture); 
 (8) the Company, any Significant Subsidiary
of the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: 

(a) commences a voluntary case, 

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

(c) consents in writing to the appointment of a Custodian of it or for all or substantially all of its property, 

(d) makes a general assignment for the benefit of its creditors, or 

(e) admits in writing it generally is not paying its debts as they become due; 

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

(a) is for relief against the Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company
that, taken together, would constitute a Significant Subsidiary in an involuntary case; 
 (b) appoints a Custodian of the
Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company, any Significant Subsidiary
of the Company or any group of Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary; or 

  
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 (c) orders the liquidation of the Company, any Significant Subsidiary of the
Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; 
 and the order or
decree remains unstayed and in effect for 60 consecutive days; or 
 (10) the Company fails to satisfy (a) its
conversion or payment obligations in accordance with Article 11 (x) upon a Holder’s exercise of its Early Conversion rights or (y) upon the Company’s exercise of its Mandatory Conversion rights or (b) its distribution or
payment obligations in accordance with Section 4.01 upon any Reduction, which failure in each case is not cured within three Business Days; or the Company fails to comply with Section 4.22 of the Second Supplemental Indenture.” 

Section 6.02. Acceleration. 

Also as permitted by Section 301(19) of the Original Indenture, the first paragraph of Section 502 of the Original Indenture is
hereby amended to read in its entirety as follows with respect to the Notes: 
 “If any Event of Default occurs and is continuing, the
Trustee, by notice to the Company, or the Holders of at least 25% in aggregate Reduced Principal Amount of the then outstanding Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Upon any
such declaration, the Reduced Principal Amount of the Notes shall become due and payable immediately, together with all accrued and unpaid interest and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in
clause (8) or (9) of Section 501 hereof occurs with respect to the Company, any Significant Subsidiary of the Company or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all
outstanding Notes shall become due and payable without further action or notice, together with all accrued and unpaid interest and premium, if any, thereon.” 

Section 6.03. Priorities. 

With respect to the Notes only, the reference in clause second of Section 506 of the Original Indenture to “Article Twelve and
Article Fourteen” is hereby amended to read: “Article 13 and Article 14 of the Second Supplemental Indenture.” 

Section 6.04. Waiver of Past Defaults. 

Section 513 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: 

The Holders of not less than a majority in Reduced Principal Amount of the outstanding Notes may on behalf of the Holders of all Notes waive
any past default hereunder with respect to the Notes and its consequences, except a default 

  
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 (1) in the payment of the Reduced Principal Amount of or any premium or interest
on the Notes or settlements due upon the conversion of the Notes (including any Note which is required to have been purchased by the Company pursuant to an offer to purchase by the Company made pursuant to the terms of this Indenture), or 

(2) in respect of a covenant or provision hereof which under Section 9.02 of the Second Supplemental Indenture cannot be
modified or amended without the consent of each Holder of the Notes. 
 Upon any such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 6.05. Waiver of Usury, Stay or Extension of Laws. 

Section 515 of the Original Indenture shall not apply to the Notes inasmuch as it is duplicative of Section 4.06 of this Second
Supplemental Indenture. 
 ARTICLE 7 

TRUSTEE; REPORTS 

Section 7.01. Notice of Defaults. 

With respect to the Notes only, the reference in Section 602 of the Original Indenture to “Section 501(5)” is hereby
amended to read: “Section 501(4).” 
 Section 7.02. [Reserved]. 

Section 7.03. Compensation and Reimbursement. 

With respect to the Notes only, Section 607 of the Original Indenture is hereby amended to include the following: 

As security for the performance of the obligations of the Company under this Section the Trustee shall have a lien prior to the Notes upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the payment of Reduced Principal Amount of (and premium, if any) or interest on particular Notes. 

In addition to, but without prejudice to its other rights under this Indenture, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Sections 501(8) or 501(9) of the Original Indenture (as amended by Section 6.01 of this Second Supplemental Indenture), the expenses (including the reasonable charges and expenses of its counsel)
and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law. 

“Trustee” for purposes of this Section shall include any predecessor Trustee. 

The provisions of this Section shall survive the satisfaction and discharge of the Notes, the termination for any reason of this Indenture,
and the resignation or removal of the Trustee. 

  
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 Section 7.04. Reports by Company and Subsidiary Guarantors. 

Section 704 of the Original Indenture shall not apply to the Notes inasmuch as its requirements are duplicative of those set forth in
Section 4.03(a) of this Second Supplemental Indenture. 
 ARTICLE 8 

DISCHARGE 
 The provisions of
Article Fifteen of the Original Indenture shall not apply to the Notes, and in lieu thereof the following provisions of this Article 8 shall apply to the Notes. 

Section 8.01. [Reserved]. 

Section 8.02. [Reserved]. 

Section 8.03. [Reserved]. 

Section 8.04. [Reserved]. 

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

Subject to Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 8.08 hereof 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 the 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 Reduced Principal Amount, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

 The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or
non-callable Government Securities deposited pursuant to Section 8.08 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Anything in this Article 8 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 non-callable Government Securities held by it as provided in Section 8.08 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Discharge. 

Section 8.06. Repayment to Company. 

Subject to applicable escheat and abandoned property laws, any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the 

  
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Reduced Principal Amount of or premium or interest on any Note and remaining unclaimed for two years after such Reduced Principal Amount, premium 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, as a secured creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

Section 8.07. [Reserved]. 

Section 8.08. Discharge. 

The Indenture (other than the Company’s obligations under Article 11 of the Indenture and Section 14 of the Notes) shall be satisfied
and discharged (a “Discharge”) and shall cease to be of further effect as to all Notes issued hereunder, upon the terms and conditions, and subject to the exceptions, set forth in Article Four of the Original Indenture. 

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 Section 9.01. Without Consent of Holders of Notes. 

Section 901 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: 

“Notwithstanding Section 902 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture,
the Notes or the Subsidiary Guarantees without the consent of any Holder of a Note: 
 (1) to cure any ambiguity, defect or
inconsistency; 
 (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of Notes pursuant to
Article 5 or Section 10.03 of the Second Supplemental Indenture; 
 (4) to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder, including any increase in the Conversion Rate or other consideration due upon conversion of the Notes (whether or
not subject to time limitations or other conditions); provided that a change to this Indenture, the 

  
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Notes or the Subsidiary Guarantees shall not be deemed to adversely affect the legal rights hereunder of any Holder if (A) such change is to conform a provision of this Indenture, the Notes
or the Subsidiary Guarantees (a “Note Provision”) to a provision in the Existing Senior Subordinated Notes Prospectus (an “Existing Senior Subordinated Notes Prospectus Provision”), (B) such Existing Senior
Subordinated Notes Prospectus Provision was intended to be a verbatim recitation of a provision in the Existing Senior Subordinated Notes Indenture (an “Existing Senior Subordinated Notes Indenture Provision”) and (C) such Note
Provision is intended to be identical to such Existing Senior Subordinated Notes Indenture Provision; 
 (5) to secure the
Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 of the Second Supplemental Indenture or otherwise; 

(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture and any
restrictions on transfer pursuant to the Securities Act applicable thereto; 
 (7) to add any additional Guarantor with
respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 of the Second Supplemental Indenture; 

(8) to comply with Section 11.11 of the Second Supplemental Indenture; 

(9) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; 

(10) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor
(ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; 

(11) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; 

(12) to make provision with respect to adjustments to the Conversion Rate as required by the Second Supplemental Indenture or
to increase the Conversion Rate in accordance with the Second Supplemental Indenture; or 
 (13) to make any changes
necessary or advisable, in the Company’s sole discretion, in order to effect the settlement of amounts due pursuant to Section 4.01 hereof. 

  
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 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 receipt by the Trustee of the Opinion of Counsel described in Section 903 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such 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. 
 Section 902 of the Original Indenture is hereby amended to read in its entirety as follows
with respect to the Notes: 
 “Except as provided above in Section 901 and below in this Section 902, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate Reduced Principal Amount of the Notes then
outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 508 and 513 hereof, any existing Default or Event of Default with respect to the Notes or compliance
with any provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate Reduced Principal Amount of the then outstanding Notes (including consents obtained in connection
with a purchase of, tender offer or exchange offer for Notes). 
 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 satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee
of the Opinion of Counsel described in Section 903 hereof, the Trustee shall join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture 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. 

It shall not be necessary for the consent of the Holders of Notes under this Section 902 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 902, the Holders of a majority in
Reduced Principal Amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected,


  
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an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): 

(a) reduce the Reduced Principal Amount of Notes whose Holders must consent to an amendment, supplement or waiver; 

(b) reduce the Reduced Principal Amount of or change the fixed maturity of any Note or alter any of the provisions with respect to the
redemption or repurchase of the Notes (except as provided in Sections 3.04, 4.10 and 4.15 of the Second Supplemental Indenture); 
 (c)
reduce the rate of or change the time for payment of interest on any Note; 
 (d) waive a Default or Event of Default in the payment of
Reduced Principal Amount of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in Reduced Principal Amount of the Notes and a waiver of the payment default that
resulted from such acceleration); 
 (e) make any Note payable in money other than that stated in the Notes; 

(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of
Notes to receive payments of Reduced Principal Amount of or premium, if any, or interest on the Notes (except as permitted in clause (g) below) or settlements due upon conversion of the Notes; 

(g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.04, 4.10 and 4.15 of the
Second Supplemental Indenture); 
 (h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture,
except in accordance with the terms of this Indenture; 
 (i) reduce the consideration due upon conversion or otherwise adversely affect the
right of Holders to convert Notes in accordance with Article 11 of the Second Supplemental Indenture or modify the Reduction provisions or Mandatory Conversion provisions of the Second Supplemental Indenture in a manner adverse to Holders; or 

(j) make any change in the preceding amendment, supplement and waiver provisions. 

In addition, any amendment or supplement to, or waiver of, the provisions of this Indenture relating to subordination of the Notes or the
Subsidiary Guarantees to Senior Debt that adversely affects the rights of the Holders of the Notes shall require the consent of the Holders of at least 75% in principal amount of Notes then outstanding.” 

Section 9.03. Revocation and Effect of Consents. 

A consent to any amendment, supplement or waiver under the Indenture by any Holder given in connection with a purchase, tender or exchange of
such Holder’s Notes shall not be rendered invalid by such purchase, tender or exchange. 

  
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 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 waiver, supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every Holder. 
 The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to consent to such amendment or waiver or revoke any consent previously given, whether or not such Persons continue to be Holders after such
record date. No consent shall be valid or effective for more than 90 days after such record date except to the extent that the requisite number of consents to the amendment, supplement or waiver have been obtained within such 90-day period or as set
forth in the next paragraph of this Section 9.03. 
 After an amendment, supplement or waiver becomes effective, it shall bind every
Holder, unless it makes a change described in any of clauses (a) through (i) of Section 902 of the Indenture, in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same indebtedness as the consenting Holder’s Note. 
 ARTICLE 10

 GUARANTEES OF NOTES 
 The
Notes shall have the benefit of Subsidiary Guarantees. The provisions of Article Thirteen of the Original Indenture shall not apply to the Notes, and in lieu thereof the following provisions of this Article 10 shall apply to the Notes. 

Section 10.01. Subsidiary Guarantees. 

Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior subordinated basis in
accordance with Article 14 of this Second Supplemental Indenture, 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 Second
Supplemental Indenture or the Indenture, the Notes held thereby and the Obligations of the Company hereunder and thereunder, that: (a) the Reduced Principal Amount of and premium, if any, and interest on the Notes will be promptly paid in full
when due, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue Reduced Principal Amount of and premium, if any, and (to the extent permitted by
law) interest on the Notes, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and


  
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(b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so due of any amount so guaranteed for whatever reason, the Guarantors
will be jointly and severally obligated to pay the same immediately, subject to the provisions of Article 14 hereof. An Event of Default with respect to the Notes under the Indenture shall constitute an event of default under the Subsidiary
Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. 

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Second Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder 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 (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent
permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that its Subsidiary Guarantee will not be discharged except by complete performance of the Obligations contained in the Notes and the Indenture. 

If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee or
other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be reinstated in
full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. 

Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(a) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article Five of the Original Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article Five of the Original Indenture, such Obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Subsidiary Guarantees. 
 Section 10.02. Notation of Subsidiary Guarantees. 

No notation of any Subsidiary Guarantee need be endorsed on any Note, notwithstanding any contrary provision of the Original Indenture. 

  
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 Section 10.03. Guarantors May Consolidate, Etc., on Certain Terms. 

(a) No Guarantor shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with
or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor), unless, (i) either (1) the Person acquiring the properties or assets in any such sale or other disposition or
the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture, substantially in the form of Exhibit B
hereto, under the Notes, the Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof, and
(ii) immediately after giving effect to such transaction, no Default or Event of Default exists. 
 (b) In the case of any such
consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Exhibit B hereto, of the Subsidiary Guarantee and the due and punctual
performance of all of the covenants of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. 

Section 10.04. Releases of Subsidiary Guarantees. 

The Subsidiary Guarantee of a Guarantor shall be released: (1) in connection with any sale or other disposition of all or substantially
all of the properties or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies
with Section 4.10 hereof; or (2) in connection with any sale or other disposition of all of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company,
if the sale or other disposition complies with Section 4.10 hereof; or (3) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;
or (4) upon Discharge in accordance with Article 8 hereof. 
 Upon delivery by the Company to the Trustee of an Officers’
Certificate to the effect that any of the foregoing clauses (1) – (4) has occurred, the Trustee shall execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations
under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of Reduced Principal Amount of, premium, if any, and interest on the Notes and for the other
obligations of such Guarantor under the Indenture as provided in this Article 10. 
 Section 10.05. Limitation on Guarantor
Liability. 
 The obligations of each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its
Subsidiary 

  
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Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. 

Section 10.06. “Trustee” to Include Paying Agent. 

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
“Trustee” as used in this Article 10 shall in each case (unless the context shall otherwise require) be construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such
Paying Agent were named in this Article 10 in place of the Trustee. 
 ARTICLE 11 

CONVERSION 

Section 11.01. Conversion. (a) Subject to compliance with Section 11.02, at any time following the Reduction
Cutoff Date, a Holder shall have the right to convert all or any portion (if such portion is $1,000 Original Principal Amount or an integral multiple of $1,000 principal amount) of its Notes (“Early Conversion”) at any time and from
time to time, on any Business Day, prior to the earliest of (i) if applicable, the close of business on the fifth Business Day following the date of a Mandatory Conversion Notice delivered in accordance with Section 11.01(c), (ii) if
applicable, with respect to a Note called for redemption, the close of business on the Business Day immediately preceding the Redemption Date or (iii) the close of business on the Business Day immediately preceding the maturity date, into a
number of shares of Common Stock per $1,000 Original Principal Amount of Notes being converted equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03). In addition,
upon an Early Conversion, a Holder shall have the right to receive in cash, with respect to its Notes being converted, per $1,000 Original Principal Amount of Notes being converted, accrued and unpaid interest to the Early Conversion Date in
accordance with Section 11.02(b). 
 (b) [Reserved] 

(c) Following the Reduction Cutoff Date, the Company shall have the right to convert the Notes (“Mandatory Conversion”), in
whole or in part, into a number of shares of Common Stock per $1,000 Original Principal Amount of Notes equal to the Conversion Rate then in effect (plus cash in lieu of fractional shares of Common Stock in accordance with Section 11.03), if
each of the following conditions are satisfied: (i) the Daily VWAP of the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) exceeds the Threshold Price in effect on each applicable Trading Day
for at least 20 Trading Days (whether or not consecutive) during any period of 30 consecutive Trading Days commencing after the Reduction Cutoff Date (the “VWAP Condition”) and (ii) the Company delivers to the Holders, the
Trustee and the Conversion Agent (if other than the Trustee) a notice of the Company’s election of its right to convert the Notes no later than the open of business on the third Business Day immediately following the 20th Trading Day on which the Threshold Price was exceeded of any such 30 Trading Day period (a “Mandatory Conversion Notice”), which 

  
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notice shall specify that the Mandatory Conversion shall occur on the sixth Business Day following the date of such notice (the “Mandatory Conversion Date”); provided
that, the Company’s right to cause a Mandatory Conversion shall be suspended during the period beginning on the date a Change of Control Offer is made and continuing to, and including, the applicable Change of Control Settlement Date. Cash
equal to accrued but unpaid interest with respect to the Notes being converted pursuant to any Mandatory Conversion to but excluding the applicable Mandatory Conversion Date shall also be payable on such Mandatory Conversion Date; provided, that if
such Mandatory Conversion Date occurs during the period after the close of business on any Record Date and before the opening of business on the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on
such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Record Date. The Mandatory Conversion Notice shall state that the Company is exercising its right to cause a Mandatory Conversion, the
Conversion Rate and Conversion Price in effect on the Mandatory Conversion Date. 
 (d) Notwithstanding the foregoing, a Reduction shall
only occur, and the Company may only exercise its right to cause a Mandatory Conversion, if, as evidenced by an Officers’ Certificate delivered to the Trustee and the Conversion Agent (if other than the Trustee) on the any Reduction Settlement
Date and any Mandatory Conversion Date, as applicable, all of the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on, and including, the date of the Reduction
Notice (with respect to any Reduction Conversion) and any Mandatory Conversion Notice, as applicable, and (y) ending on, and including, the corresponding Reduction Settlement Date (with respect to any Reduction) or Mandatory Conversion Date, as
applicable (the “Equity Conditions Measuring Period”). The Equity Conditions are as follows: 
 (i) either (1) all
shares of Common Stock issuable upon conversion of the Notes and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal or state securities laws or (2) a shelf
registration statement registering the resale of the shares of Common Stock issuable upon conversion of the Notes has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the
Company expects such shelf registration statement to remain effective and available for use from the applicable Reduction Date (with respect to any Reduction) or the Mandatory Conversion Date until thirty days following such date; 

(ii) the Common Stock (or other security into which the Notes are convertible pursuant to Section 11.11) to be delivered on such
conversion is listed or traded on The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not
then be suspended from trading on such Eligible Market; 
 (iii) at or prior to any Mandatory Conversion Settlement Date, for any Notes
validly surrendered for conversion with an Early Conversion Date prior to the Mandatory Conversion Date in accordance with the terms of this Indenture, the Company shall have delivered and paid the number of shares of Common Stock and the amount of
cash due upon conversion of the Notes to the Holders in accordance with Section 11.01(a); 

  
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 (iv) shares of Common Stock to be issued upon conversion may be issued in full without violating
the rules or regulations of The New York Stock Exchange or any other applicable Eligible Market on which the Common Stock delivered upon conversion is then listed or trading; and 

(v) no Event of Default shall have occurred and be continuing. 

For the avoidance of doubt, the Company may exercise its right to cause more than one Mandatory Conversion so long as any Notes are
outstanding so long as it complies with the other requirements of this Section 11.01(d). If the Company exercises its right to cause a Mandatory Conversion in part, the Conversion Agent will select the Notes to be converted pro rata, by lot or
by any other method the Conversion Agent in its sole discretion deems fair and appropriate (or, in the case of Notes represented by Global Notes, in such manner as The Depository Trust Company, a New York corporation (“DTC”) may
require), in denominations of Original Principal Amount of $1,000 or any integral $1,000 multiple in excess thereof. 
 Section 11.02.
Conversion Procedure and Payment Upon Conversion.  
 (a) To convert its Note pursuant to an Early Conversion, a Holder of a
definitive Note must: 
 (1) complete and manually sign the Conversion Notice, with appropriate signature guarantee, or
facsimile of the Conversion Notice and deliver the completed Conversion Notice (which shall be irrevocable) to the Conversion Agent; 

(2) surrender the Note to the Conversion Agent; 

(3) furnish appropriate endorsements and transfer documents if required by the Security Registrar or Conversion Agent; and 

(4) pay all transfer or similar taxes if required pursuant to Section 11.04. 

If a Holder holds a beneficial interest in a Note that is a Global Security (a “Global Note”), to convert such
Note, the Holder must comply with clause (4) above and the Depositary’s procedures for converting a beneficial interest in a Global Note. 

(b) (1) Upon conversion of a Holder’s Note in an Early Conversion, the Company shall deliver to such converting Holder, through the
Conversion Agent, a number of shares of Common Stock per $1,000 Original Principal Amount of Notes being converted equal to the Conversion Rate in effect on the applicable Early Conversion Date (plus cash in lieu of fractional shares in accordance
with Section 11.03). In addition, the Company shall deliver, through the Conversion Agent, with respect to the Notes being converted, cash in an amount per $1,000 Original Principal Amount of Notes equal to accrued and unpaid interest to the
Early Conversion Date. If a Holder converts more than one Note at the same time, the full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash 

  
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deliverable in lieu of any fractional share of Common Stock) and the amount of cash deliverable in respect of accrued and unpaid interest shall be based on the aggregate Reduced Principal Amount
of Notes converted by such Holder; provided, that if the Conversion Date with respect to any Note converted pursuant to Early Conversion occurs during the period after the close of business on any Record Date and before the opening of business on
the corresponding Interest Payment Date, interest with respect to the Notes converted will be payable on such Interest Payment Date to the Holders in whose names the Notes are registered at the close of business on such Record Date. Settlement shall
occur on the third Business Day immediately following the applicable Early Conversion Date. 
 (2) Upon conversion of the
Notes in a Mandatory Conversion, the Company shall deliver to each Holder, through the Conversion Agent, a number of shares of Common Stock per $1,000 Original Principal Amount of Notes equal to the Conversion Rate in effect on the applicable
Mandatory Conversion Date (plus cash in lieu of fractional shares in accordance with Section 11.03). The full number of shares of Common Stock issued upon such conversion (and, as a result, the amount of cash deliverable in lieu of any
fractional share of Common Stock) shall be based on the aggregate Reduced Principal Amount of Notes outstanding. Settlement shall occur on the third Business Day immediately following the applicable Mandatory Conversion Date. 

(3) The shares of Common Stock due upon conversion of a Global Note shall be delivered by the Company in accordance with the
Depositary’s customary practices. 
 (c) A Note shall be deemed to have been converted (in each case, the “Conversion
Date”) (i) immediately prior to the close of business on the date that the Holder has complied with the requirements set forth in Section 11.02(a) with respect to an Early Conversion, and (ii) immediately prior to the close
of business on the Mandatory Conversion Date with respect to a Note subject to Mandatory Conversion. The Person in whose name the shares of Common Stock shall be issued upon any conversion pursuant to this Article 11 shall become the holder of
record of such shares as of the close of business on the applicable Conversion Date. Prior to such time, a Holder receiving shares of Common Stock upon conversion shall not be entitled to any rights relating to such shares of Common Stock,
including, among other things, the right to vote, tender in a tender offer and receive dividends and notices of shareholder meetings. On and after the close of business on the applicable Conversion Date with respect to a conversion of a Note
pursuant hereto, all rights of the Holder of such Note shall terminate, other than the right to receive the consideration deliverable or payable upon conversion of such Note as provided in this Article 11. 

(d) Upon surrender of a Note that is converted in part, the Trustee shall authenticate for the Holder a new Note equal in Original Principal
Amount with the Reduced Principal Amount reflected thereon to the unconverted portion of the Note. 
 Section 11.03. Cash in Lieu of
Fractional Shares. The Company will not issue a fractional share of Common Stock upon conversion of a Note. Instead, the Company shall pay cash in lieu of fractional shares based on the Daily VWAP of the Common Stock on the applicable Conversion
Date (or, if such Conversion Date is not a Trading Day, the Daily VWAP of the Common Stock on the Trading Day immediately preceding such Conversion Date). 

  
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 Section 11.04. Taxes on Conversion. The Company shall pay any documentary, stamp or
similar issue or transfer tax or duty due on the issue, if any, of Common Stock upon the conversion of a Note. However, such Holder shall pay any such tax or duty that is due because such shares are issued in a name other than such Holder’s
name. The Conversion Agent may refuse to deliver a certificate representing the Common Stock to be issued in a name other than such Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax or duty which will be due
because such shares are to be issued in a name other than such Holder’s name. 
 Section 11.05. Company to Reserve, Provide and
List Common Stock. The Company shall at all times reserve out of its authorized but unissued Common Stock or Common Stock held in its treasury a sufficient number of shares of Common Stock to permit the Reduction and conversion, in accordance
herewith, of all of the Notes (assuming, for such purposes, that at the time of computation of such number of shares, all such Notes would be held or converted by a single Holder, as applicable). 

All shares of Common Stock issued upon Reduction or conversion of the Notes shall be validly issued, fully paid and non-assessable and shall
be free of preemptive or similar rights and free of any lien or adverse claim that arises from the action or inaction of the Company. 
 The
Company shall comply with all securities laws regulating the offer and delivery of shares of Common Stock upon Reduction or conversion of Notes and shall list such shares on each national securities exchange or automated quotation system on which
the shares of Common Stock are listed on the applicable Reduction Date or Conversion Date. 
 Section 11.06. Adjustment of
Conversion Rate. The Conversion Rate shall be subject to adjustment from time to time, without duplication, upon the occurrence of any of the following events: 

(a) If the Company issues shares of Common Stock as a dividend or distribution on all shares of the Common Stock, or if the Company effects a
share split or share combination (including a “reverse split”), the Conversion Rate shall be adjusted based on the following formula: 
  

													
		  	CR’	 	=	 	CR0	  	x	  	 OS’
	  	
	  	 	 	  	  	OS0	  	

 where, 
  

			
	CR0 =	  	the Conversion Rate in effect immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to open of business on the effective date of such share split or share
combination, as the case may be;


  
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	CR’ =	  	the Conversion Rate in effect immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date of such share split or share combination,
as the case may be;
		
	OS0 =	  	the number of shares of Common Stock outstanding immediately prior to the close of business on the record date for such dividend or distribution, or immediately prior to the open of business on the effective date of such share
split or share combination, as the case may be; and
		
	OS’ =	  	the number of shares of Common Stock outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be.

 Any adjustment made under this Section 11.06(a) shall become effective immediately after the close of
business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in
this Section 11.06(a) is declared but not so paid or made, then the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate
that would then be in effect if such dividend or distribution had not been declared. 
 (b) In addition to the foregoing adjustments in
subsection (a) above, the Company may, from time to time and to the extent permitted by law, increase the Conversion Rate by any amount for a period of at least 20 Business Days or any longer period as may be permitted or required by law, if
the Board of Directors has made a determination, which determination shall be conclusive, that such increase would be in the best interests of the Company. Such Conversion Rate increase shall be irrevocable during such period. The Company shall give
notice to the Trustee and cause notice of such increase to be mailed to each Holder of Notes at such Holder’s address as the same appears on the registry books of the Security Registrar at least 15 days prior to the date on which such increase
commences. 
 (c) All calculations under this Article 11 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the
case may be. Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th. 
 Section 11.07. No Adjustment.
The Conversion Rate shall not be adjusted for any transaction or event other than as specified in this Article 11. 
 Section 11.08.
Adjustments for Tax Purposes. Except as prohibited by law, the Company may (but is not obligated to) increase the Conversion Rate, in addition to those required by Section 11.06 hereof, as it determines to be advisable in order that any
dividend, distribution, share split or share combination will not be taxable to the recipients thereof or in order to avoid or diminish any such taxation. 

Section 11.09. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders at the
addresses appearing on the Security Registrar’s 

  
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books a notice of the adjustment and file with the Trustee and the Conversion Agent an Officers’ Certificate briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence of the correctness of such adjustment. 
 Section 11.10. Notice of Certain
Transactions. In the event that: 
 (a) the Company takes any action that would require an adjustment in the Conversion Rate, 

(b) the Company takes any action that would require a supplemental indenture pursuant to Section 11.11, or 

(c) there is a dissolution or liquidation of the Company, 

the Company shall promptly mail to Holders at the addresses appearing on the Registrar’s books and the Trustee a written notice stating the proposed
record date and effective date of the transaction referred to in clause (a), (b) or (c) of this Section 11.10. 

Section 11.11. Effect of Reclassifications, Consolidations, Mergers, Binding Share Exchanges or Sales on Conversion Privilege. If
the Company: 
 (a) reclassifies the Common Stock (other than a change only in par value, or from par value to no par value, or from no par
value to par value, or a change as a result of a subdivision or combination of Common Stock to which Section 11.06(a) applies); 
 (b)
is party to a consolidation, merger or binding share exchange; or 
 (c) sells, transfers, leases, conveys or otherwise disposes of all or
substantially all of the consolidated property or assets of the Company, 
 in each case, pursuant to which the Common Stock would be converted into
or exchanged for, or would constitute solely the right to receive, cash, securities or other property (any such event, a “Merger Event”), each $1,000 Original Principal Amount of Notes will, from and after the effective time of such
Merger Event, in lieu of being convertible into Common Stock, be convertible into the same kind, type and proportions of consideration that a holder of a number of shares of Common Stock equal to the Conversion Rate (and if applicable, the Daily
Reduction Rate) in effect immediately prior to such Merger Event would have received in such Merger Event (“Reference Property”) and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing
Person, as the case may be, shall execute with the Trustee a supplemental indenture providing for such change in the right to convert the Notes.  

If the Merger Event causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of
consideration (determined based in part upon any form of stockholder election), then: 
 (i) the Reference Property into which the Notes
will be convertible shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election; and 

  
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 (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall
refer to the consideration referred to in clause (i) attributable to one share of Common Stock. 
 The Company shall notify Holders, the Trustee and
the Conversion Agent (if other than the Trustee) of such weighted average as soon as practicable after such determination is made. 
 The
supplemental indenture referred to in the first sentence of this Section 11.11 shall, in the good faith judgment of the Company as evidenced by an Officers’ Certificate, (i) provide for adjustments to the Conversion Rate that shall be
as nearly equivalent as may be practicable to the adjustments of the Conversion Rate provided for in this Article 11 and for the delivery of cash by the Company in lieu of fractional securities or property that would otherwise be deliverable to
Holders upon conversion as part of the Reference Property, with such amount of cash determined by the Company in a manner as nearly equivalent as may be practicable to that used by the Company to determine the Daily VWAP of the Common Stock and
(ii) provide that after the Merger Event, the VWAP Condition (and related calculations) shall be determined with reference to the trading value of the Reference Property as determined in good faith by the Company in a manner as nearly
equivalent as may be practicable to that used by the Company to determine the Daily VWAP of the Common Stock. If the Reference Property includes shares of stock, other securities or other property or assets (including any combination thereof) of a
company other than the Company or the successor or purchasing entity, as the case may be, in such Merger Event, then such other company shall also execute such supplemental indenture, and such supplemental indenture shall contain such additional
provisions to protect the interests of the Holders, including the right of Holders to require the Company to repurchase their Notes upon a Change of Control in accordance with Section 4.15, as the Board of Directors shall reasonably consider
necessary by reason of the foregoing. The provisions of this Section 11.11 shall similarly apply to successive consolidations, mergers, binding share exchanges, sales, transfers, leases, conveyances or dispositions. 

The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 11.11. 

None of the foregoing provisions shall affect the right of a Holder to convert its Notes into shares of Common Stock (and cash in lieu of any
fractional share) as set forth in Section 11.01(a) and Section 11.02 prior to the effective date of such Merger Event, or the right of the Company to effect any Mandatory Conversion in accordance with Section 11.01(c). 

In the event the Company shall execute a supplemental indenture pursuant to this Section 11.11, the Company shall promptly file with the
Trustee an Officers’ Certificate briefly stating the reasons therefor, the kind or amount of Reference Property receivable by Holders of the Notes upon the conversion of their Notes after any such Merger Event and any adjustment to be made with
respect thereto. 

  
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 Section 11.12. Notice to Holders. 

The Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder at its address appearing on the
applicable Security Register a copy of any notice sent to the holders of the Company’s 1.25% Convertible Senior Notes due 2020 (the “Existing 2020 Convertible Notes”) pursuant to Section 14.10 of the Indenture dated as of
March 27, 2015 (as amended, the “Existing 2020 Convertible Notes Indenture”) among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, as soon as practicable after such
notice is sent to such holders; provided that in the event the Existing 2020 Convertible Notes are repaid, prepaid, redeemed, defeased, retired or otherwise cease to exist, then the Company shall mail to each Holder at its address appearing
on the applicable Security Register any notices that would have been required to be sent to the holders of the Existing 2020 Convertible Notes pursuant to Section 14.10 of the Existing 2020 Convertible Notes Indenture were the Existing 2020
Convertible Notes still outstanding. 
 Section 11.13. Trustee’s Disclaimer. 

Neither the Trustee nor the Conversion Agent shall have any duty to determine when an adjustment under this Article 11 should be made, how it
should be made or what such adjustment should be, but the Trustee and the Conversion Agent may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon, the Officers’ Certificate with
respect thereto which the Company is obligated to file with the Trustee and the Conversion Agent pursuant to Section 11.09 hereof and the Company agrees to deliver such Officers’ Certificate to the Trustee and the Conversion Agent promptly
after the occurrence of any such adjustment. Neither the Trustee nor the Conversion Agent shall be accountable with respect to, and makes no representation as to, the validity or value of any securities or assets issued upon conversion of Notes, and
neither the Trustee nor the Conversion Agent shall be responsible for the failure by the Company to comply with any provisions of this Article 11. 

Neither the Trustee nor the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any
supplemental indenture executed pursuant to Section 11.11, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers’ Certificate with respect thereto which the Company is
obligated to file with the Trustee and the Conversion Agent pursuant to Section 11.11 hereof. 
 The Trustee and the Conversion Agent
shall not at any time be under any duty or responsibility to any Holder of Notes to either calculate the Conversion Price or determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or
extent or calculation of any such adjustment when made, or with respect to the method employed herein, or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate
with respect to the same. Neither the Trustee nor the Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock or share certificates or other
securities or property upon the surrender of any Note for the purpose of conversion; and the Trustee and the Conversion Agent shall not be responsible or liable for any failure of the Company to comply with any of the covenants of the Company


  
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contained in this Article. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred which makes the
Securities eligible for conversion until the Company has delivered to the Trustee and the Conversion Agent an Officers’ Certificate stating that such event has occurred, on which certificate the Trustee and any the Conversion Agent may
conclusively rely, and the Company agrees to deliver such Officers’ Certificate to the Trustee and the Conversion Agent promptly after the occurrence of any such event. 

ARTICLE 12 
 MISCELLANEOUS 

Section 12.01. Second Supplemental Indenture Controls. 

To the extent that there is any conflict or inconsistency between the Original Indenture and this Second Supplemental Indenture, the provisions
of this Second Supplemental Indenture shall control. 
 Section 12.02. No Personal Liability of Directors, Officers, Employees and
Stockholders. 
 No past, present or future director, officer, employee, incorporator or stockholder or other owner of Capital Stock of
the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture 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 12.03. Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. 

THIS SECOND SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
EACH OF THE PARTIES HERETO, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE COMPANY AND THE TRUSTEE SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK, AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING TO ENFORCE ANY OF ITS OBLIGATIONS UNDER THIS INDENTURE OR WITH REGARD TO THE NOTES (BUT THE
COMPANY AND THE TRUSTEE WILL NOT BE PREVENTED FROM REMOVING ANY SUCH ACTION OR PROCEEDING FROM A STATE COURT TO THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK). 

  
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 Section 12.04. Force Majeure. 

In no event shall the Trustee be responsible or liable, nor shall the Company be responsible or liable to the Trustee, for any failure or delay
in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, and nuclear or natural catastrophes or acts of God; it being understood that the Trustee or the Company, as the case may be, shall use reasonable efforts which are consistent with accepted practices to resume performance
as soon as practicable under the circumstances; provided that the foregoing limitations shall not apply to any obligations of Company or the Guarantors under the Notes. 

Section 12.05. No Adverse Interpretation of Other Agreements. 

The Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret the Indenture. 
 Section 12.06. Table of Contents
and Headings. 
 The Table of Contents and headings of the Articles and Sections of this Second Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 12.07. Counterparts. 

This Second Supplemental Indenture may be signed in counterparts and by the different parties hereto in separate counterparts, each of which
shall constitute an original and all of which together shall constitute one and the same instrument. 
 Section 12.08. Set-Off of
Withholding Taxes. 
 If the Company is required by applicable law to pay, and pays, withholding tax on behalf of a Non-U.S. Holder as a
result of an adjustment to the Conversion Rate, the Company may, at its option, set off or cause to be set off such withholding tax against any payments of cash or shares of Common Stock on the Notes (or, if such withholding tax has not previously
been fully set off against such cash or shares, against any payments on the shares of Common Stock). For purposes of such a set-off, each share of Common Stock shall be deemed to have a value equal to the Daily VWAP of the Common Stock on the
Conversion Date applicable to such Note. 
 Section 12.09. The Trustee. 

The Trustee makes no representations as to the validity, adequacy or sufficiency of this Second Supplemental Indenture or of the Notes. The
recitals and statements herein and in the Notes are deemed to be those of the Company and not those of the Trustee, and the Trustee assumes no responsibility for their correctness. 

  
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 ARTICLE 13 

SUBORDINATION 
 In accordance with
Section 301(3) of the Original Indenture, the following provisions of this Article 13 shall apply to the Notes in lieu of the provisions of Article Twelve of the Original Indenture. 

Section 13.01. Agreement to Subordinate. 

The Company agrees, and each Noteholder by accepting a Note agrees, that the payment of the Reduced Principal Amount of, premium, if any, and
interest on the Notes and any other Obligation of the Company in respect of the Notes (including any obligation to purchase Notes) is subordinated in right of payment, to the extent and in the manner provided in this Article 13, to the prior payment
in full in cash of all Obligations in respect of Senior Debt of the Company, including the Obligations of the Company under the Credit Agreement, whether outstanding on the date of this Second Supplemental Indenture or thereafter incurred, and that
the subordination is for the benefit of and shall be enforceable directly by the holders of such Senior Debt. The Notes shall rank equally in right of payment with the all other Senior Subordinated Debt of the Company, and only Indebtedness of the
Company that is Senior Debt of the Company shall rank senior in right of payment to the Notes in accordance with the provisions set forth herein. All provisions of this Article 13 shall be subject to Section 13.12 hereof. All references to
“Senior Debt” in this Article 13 are to Senior Debt of the Company. 
 Section 13.02. Liquidation, Dissolution,
Bankruptcy. 
 Upon any payment or other distribution of the assets of the Company to creditors upon a liquidation or dissolution of the
Company, or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, or in an assignment for the benefit of creditors or in any marshaling of the Company’s assets and liabilities:

 (1) holders of Senior Debt of the Company shall be entitled to receive payment in full in cash of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not an allowable claim in such proceeding) before Noteholders shall be entitled to receive any
payment with respect to the Notes; and 
 (2) until all Obligations with respect to such Senior Debt are paid in full in cash, any payment
or other distribution to which Noteholders would be entitled but for this Article 13 shall be made to holders of such Senior Debt as their interests may appear, except that Noteholders may receive and retain Permitted Junior Securities and payments
made from a trust already established pursuant to Article 8 of this Second Supplemental Indenture or Article Four of the Original Indenture. 

Section 13.03. Default on Senior Debt. 

The Company shall not pay the Reduced Principal Amount of, premium, if any, or interest on the Notes or make any deposit pursuant to Article 8
of this Second Supplemental Indenture or Article Four of the Original Indenture and shall not purchase, redeem or otherwise 

  
 81 








 
retire any Notes or make any other payment with respect to the Notes (collectively, “pay the Notes”), except that Noteholders may receive and retain Permitted Junior Securities and
payments made from a trust already established pursuant to Article 8 hereof or Article Four of the Original Indenture, if either: 
 (1) a
default (a “payment default”) in the payment of the principal of, premium, if any, or interest on, or any other Obligation in respect of, any Designated Senior Debt occurs and is continuing beyond any applicable grace period; or 

(2) any other default (a “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt that permits
holders of such Designated Senior Debt to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of such default (a “Payment Blockage
Notice”) from the Company or the holders of such Designated Senior Debt. 
 Except as provided in Section 13.02 hereof, payments
on the Notes may and shall be resumed: 
 (1) in the case of a payment default, upon the date on which such default is cured or waived; and

 (2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days
after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. 

No new Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the immediately prior Payment
Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Payment Blockage Notice to the Trustee with respect to such Designated Senior Debt shall be, or be made,
the basis for a subsequent Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days. 

Section 13.04. Acceleration of Payment of Notes. 

If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify the holders of Designated Senior Debt
(or their Representatives) of the acceleration. 
 Section 13.05. When Distribution Must Be Paid Over; Reinstatement of Senior
Debt. 
 If a payment or other distribution is made to the Trustee or any of the Noteholders that because of this Article 13 should not
have been made to them, the Trustee or any of the Noteholders who receive the distribution shall hold it in trust for holders of Senior Debt of the Company and (in the case of the Trustee, if still in its possession) pay it over and deliver it to
them (or their Representatives) as their interests may appear. 

  
 82 








 To the extent any payment of or distribution in respect of Senior Debt (whether by or on behalf
of the Company as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 

Section 13.06. Subrogation. 

After all Senior Debt of the Company is paid in full (and all commitments with respect to such Senior Debt have terminated) and until the Notes
are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt. A distribution made under this Article 13 to holders of such Senior Debt which otherwise would
have been made to Noteholders is not, as between the Company and Noteholders, a payment by the Company on such Senior Debt. 

Section 13.07. Relative Rights. 

This Article 13 defines the relative rights of Noteholders and holders of Senior Debt of the Company. Nothing in the Indenture shall: 

(1) impair, as between the Company and Noteholders, the obligation of the Company, which is absolute and unconditional, to pay Reduced
Principal Amount of, premium, if any, and interest on the Notes in accordance with their terms; or 
 (2) prevent the Trustee or any
Noteholder from exercising its available remedies upon an Event of Default, subject to the rights of holders of Senior Debt to receive payments and distributions otherwise payable to Noteholders and to block payments on the Notes as provided in this
Article 13. 
 Section 13.08. Subordination May Not Be Impaired by Company. 

No right of any present or future holders of any Senior Debt to enforce subordination as provided in this Article 13 will at any time in any
way be prejudiced or impaired by noncompliance by the Company with the terms of the Indenture, regardless of any knowledge thereof that any such holder of Senior Debt may have or otherwise be charged with. 

Section 13.09. Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt. 

Notwithstanding Section 13.03 hereof, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged
with knowledge of the existence of facts that under this Article 13 would prohibit the making of any such payments unless, not less than one Business Day prior to the date of such payment, a Responsible Officer of the Trustee receives written notice
that such payments are prohibited by this Article 13. The Company, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt has a
Representative, only the Representative shall be entitled to give the notice. 

  
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 The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt with
the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 13 with respect to any Senior Debt
which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article Six of the Original Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 13 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 607 of the Original Indenture. 
 The holders of Senior
Debt may, at any time and from time to time subject to the terms of such Senior Debt, without the consent of or notice to the Trustee or the Noteholders, without incurring responsibility to the Noteholders and without impairing or releasing the
subordination provided in the Indenture or the obligations hereunder of the Noteholders to the holders of Senior Debt, do any one or more of the following: 

(1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing
the same or any agreement under which Senior Debt is outstanding or secured; 
 (2) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt; 
 (3) release any Person liable in any manner for the collection of Senior
Debt; and 
 (4) exercise or refrain from exercising any rights against the Company and any other Person. 

Section 13.10. Distribution or Notice to Representative. 

Whenever any Person is to make a distribution or give a notice to holders of Senior Debt of the Company, such Person shall be entitled to make
such distribution or give such notice to their Representative (if any). 
 Section 13.11. Not to Prevent Events of Default or Limit
Right to Accelerate. 
 The failure to make a payment pursuant to the Notes by reason of any provision in this Article 13 shall not be
construed as preventing the occurrence of a Default. Nothing in this Article 13 shall have any effect on the right of the Noteholders or the Trustee to accelerate the maturity of the Notes. 

Section 13.12. Trust Moneys Not Subordinated. 

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust under
Article 8 hereof or Article Four of the Original Indenture by the Trustee for the payment of Reduced Principal Amount of, premium, if 

  
 84 








 
any, and interest on the Notes shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article 13, and none of the Noteholders shall be
obligated to pay over any such amount to the Company or any holder of Senior Debt or any other creditor of the Company. 

Section 13.13. Trustee Entitled to Rely. 

Upon any payment or distribution pursuant to this Article 13, the Trustee and the Noteholders shall be entitled to rely (1) upon any order
or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 13.02 hereof are pending, (2) upon a certificate of the liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Noteholders or (3) upon the Representatives of Senior Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Debt and other Debt
of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 13. In the event that the Trustee determines, in good faith, that evidence is required
with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article 13, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 13, and, if
such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 601 and 603 of the Original Indenture
shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 13. 
 Section 13.14. Trustee to
Effectuate Subordination. 
 Each Noteholder by accepting a Note authorizes and directs the Trustee on its behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in this Article 13 and appoints the Trustee as attorney-in-fact for any and all such purposes. 

Section 13.15. Trustee Not Fiduciary for Holders of Senior Debt. 

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to Section 601 of the Original
Indenture, shall not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Company or any other Person, money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 13 or
otherwise. 
 Section 13.16. Reliance by Holders of Senior Debt on Subordination Provisions. 

Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt, and such holder
of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. 

  
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 ARTICLE 14 

SUBORDINATION OF SUBSIDIARY GUARANTEES 

In accordance with Section 301(3) of the Original Indenture, the following provisions of this Article 14 shall apply to the Notes in lieu
of the provisions of Article Fourteen of the Original Indenture. 
 Section 14.01. Agreement to Subordinate. 

Each Guarantor agrees, and each Noteholder by accepting a Note agrees, that the payment of such Guarantor’s Subsidiary Guarantee
(including any amounts in respect of the Reduced Principal Amount of, premium, if any, or interest on the Notes and any other Obligation in respect of the Notes, including any obligation of the Company to purchase Notes) is subordinated in right of
payment, to the extent and in the manner provided in this Article 14, to the prior payment in full in cash of all Obligations in respect of Senior Debt of such Guarantor, including such Guarantor’s Obligations under the Credit Agreement,
whether outstanding on the date of this Second Supplemental Indenture or thereafter incurred, and that the subordination is for the benefit of and shall be enforceable directly by the holders of such Senior Debt. The Subsidiary Guarantee of a
Guarantor shall rank equally in right of payment with its guarantee of all other Senior Subordinated Debt of such Guarantor, and only Indebtedness of such Guarantor that is Senior Debt of such Guarantor shall rank senior in right of payment to the
Subsidiary Guarantee of such Guarantor in accordance with the provisions set forth herein. All provisions of this Article 14 shall be subject to Section 14.12 hereof. All references to “Senior Debt” in this Article 14 are to
Senior Debt of the Guarantors. 
 Section 14.02. Liquidation, Dissolution, Bankruptcy. 

Upon any payment or other distribution of the assets of any Guarantor to creditors upon a liquidation or dissolution of such Guarantor, or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property, or in an assignment for the benefit of creditors or in any marshaling of such Guarantor’s assets and liabilities: 

(1) holders of Senior Debt of such Guarantor shall be entitled to receive payment in full in cash of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not an allowable claim in such proceeding) before Noteholders shall be entitled to receive any
payment pursuant to the Subsidiary Guarantee of such Guarantor; and 
 (2) until all Obligations with respect to the Senior Debt of such
Guarantor are paid in full in cash, any payment or other distribution to which Noteholders would be entitled but for this Article 14 shall be made to holders of such Senior Debt as their interests may appear, except that Noteholders may receive and
retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 of this Second Supplemental Indenture or Article Four of the Original Indenture. 

  
 86 








 Section 14.03. Default on Senior Debt. 

No Guarantor shall make any payment under its Subsidiary Guarantee, whether in respect of the Reduced Principal Amount of, premium, if any, or
interest on the Notes or make any deposit pursuant to Article 8 of this Second Supplemental Indenture or Article Four of the Original Indenture and shall not purchase, redeem or otherwise retire any Notes or make any other payment with respect to
the Notes (collectively, “pay its Subsidiary Guarantee”), except that Noteholders may receive and retain Permitted Junior Securities and payments made from a trust already established pursuant to Article 8 of this Second Supplemental
Indenture or Article Four of the Original Indenture, if either: 
 (1) a default (a “payment default”) in the payment of the
principal of, premium, if any, or interest on, or any other Obligation in respect of, any Designated Senior Debt of such Guarantor occurs and is continuing beyond any applicable grace period; or 

(2) any other default (a “nonpayment default”) occurs and is continuing with respect to any Designated Senior Debt of such Guarantor
that permits holders of such Designated Senior Debt to accelerate its maturity (or that would permit such holders to accelerate with the giving of notice or the passage of time or both) and the Trustee receives a notice of such default (a
“Subsidiary Guarantee Payment Blockage Notice”) from such Guarantor or the holders of such Designated Senior Debt. 
 Except as
provided in Section 14.02 hereof, payments on the Subsidiary Guarantees may and shall be resumed: 
 (1) in the case of a payment
default, upon the date on which such default is cured or waived; and 
 (2) in the case of a nonpayment default, upon the earlier of the
date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Subsidiary Guarantee Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. 

No new Subsidiary Guarantee Payment Blockage Notice may be delivered unless and until 360 days have elapsed since the delivery of the
immediately prior Subsidiary Guarantee Payment Blockage Notice. No nonpayment default that existed or was continuing with respect to any Designated Senior Debt on the date of delivery of any Subsidiary Guarantee Payment Blockage Notice to the
Trustee with respect to such Designated Senior Debt shall be, or be made, the basis for a subsequent Subsidiary Guarantee Payment Blockage Notice unless such default has been cured or waived for a period of not less than 90 days. 

Section 14.04. Demand for Payment. 

If a demand for payment is made by the Trustee on a Guarantor pursuant to Article 10, such Guarantor shall promptly notify the holders of
Designated Senior Debt of such Guarantor (or their Representatives) of such demand. 

  
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 Section 14.05. When Distribution Must Be Paid Over; Reinstatement of Senior Debt.

 If a distribution is made to the Trustee or any of the Noteholders that because of this Article 14 should not have been made to them, the
Trustee or any of the Noteholders who receive the distribution shall hold it in trust for holders of Senior Debt of the applicable Guarantor and (in the case of the Trustee, to the extent still in its possession) pay it over and deliver it to them
(or their Representatives) as their interests may appear. 
 To the extent any payment of or distribution in respect of Senior Debt (whether
by or on behalf of any Guarantor as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee,
agent or other similar Person, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. 

Section 14.06. Subrogation. 

After all Senior Debt of a Guarantor is paid in full (and all commitments with respect to such Senior Debt have terminated) and until the Notes
are paid in full, Noteholders shall be subrogated to the rights of holders of such Senior Debt to receive distributions applicable to Senior Debt of such Guarantor. A distribution made under this Article 14 to holders of such Senior Debt which
otherwise would have been made to Noteholders is not, as between the relevant Guarantor and Noteholders, a payment by such Guarantor on such Senior Debt. 

Section 14.07. Relative Rights. 

This Article 14 defines the relative rights of Noteholders and holders of Senior Debt of a Guarantor. Nothing in the Indenture shall: 

(1) impair, as between a Guarantor and Noteholders, the obligation of such Guarantor, which is absolute and unconditional, to pay its
Subsidiary Guarantee to the extent set forth in Article 10; or 
 (2) prevent the Trustee or any Noteholder from exercising its available
remedies upon a default by such Guarantor under its Subsidiary Guarantee, subject to the rights of holders of Senior Debt of such Guarantor to receive payments and distributions otherwise payable to Noteholders and to block payments on the Notes as
provided in this Article 14. 
 Section 14.08. Subordination May Not Be Impaired by Guarantors. 

No right of any present or future holders of any Senior Debt of any Guarantor to enforce subordination as provided in this Article 14 will at
any time in any way be prejudiced or impaired by noncompliance by such Guarantor with the terms of the Indenture, regardless of any knowledge thereof that any such Holder of Senior Debt may have or otherwise be charged with. 

  
 88 








 Section 14.09. Rights of Trustee and Paying Agent; Rights of Holders of Senior Debt.

 Notwithstanding Section 14.03 hereof, the Trustee or Paying Agent shall continue to make payments on any Subsidiary Guarantee and
shall not be charged with knowledge of the existence of facts that under this Article 14 would prohibit the making of any such payments unless, not less than one Business Day prior to the date of such payment, a Responsible Officer of the Trustee
receives written notice that such payments are prohibited by this Article 14. The Company, the relevant Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Debt of such Guarantor shall be entitled to give the notice;
provided, however, that, if an issue of Senior Debt of any Guarantor has a Representative, only the Representative shall be entitled to give the notice. 

The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of any Guarantor with the same rights it would have
if it were not the Trustee. The Registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 14 with respect to any Senior Debt of any Guarantor which may at any time be
held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article Six of the Original Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 14 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607 of the Original Indenture. 
 The holders of Senior Debt may, at any time and
from time to time subject to the terms of such Senior Debt, without the consent of or notice to the Trustee or the Noteholders, without incurring responsibility to the Noteholders and without impairing or releasing the subordination provided in the
Indenture or the obligations hereunder of the Noteholders to the holders of Senior Debt, do any one or more of the following: 
 (1) change
the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured; 

(2) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; 

(3) release any Person liable in any manner for the collection of Senior Debt; and 

(4) exercise or refrain from exercising any rights against any Guarantor and any other Person. 

Section 14.10. Distribution or Notice to Representative. 

Whenever any Person is to make a distribution or give a notice to holders of Senior Debt of any Guarantor, such Person shall be entitled to
make such distribution or give such notice to their Representative (if any). 

  
 89 








 Section 14.11. Article 14 Not to Prevent Events of Default or Limit Right to Demand
Payment. 
 The failure to make a payment pursuant to a Subsidiary Guarantee by reason of any provision in this Article 14 shall not be
construed as preventing the occurrence of a Default. Nothing in this Article 14 shall have any effect on the right of the Noteholders or the Trustee to make a demand for payment on any Guarantor pursuant to its Subsidiary Guarantee. 

Section 14.12. Trust Moneys Not Subordinated. 

Notwithstanding anything contained herein to the contrary, payments from money held in trust under Article 8 hereof or Article Four of the
Original Indenture by the Trustee for the payment of principal of, premium, if any, and interest on the Notes shall not be subordinated to the prior Reduced Payment Amount of any Senior Debt of any Guarantor or subject to the restrictions set forth
in this Article 14, and none of the Noteholders shall be obligated to pay over any such amount to any Guarantor or any holder of Senior Debt of any Guarantor or any other creditor of any Guarantor. 

Section 14.13. Trustee Entitled to Rely. 

Upon any payment or distribution pursuant to this Article 14, the Trustee and the Noteholders shall be entitled to rely (1) upon any order
or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 14.02 hereof are pending, (2) upon a certificate of the liquidating trustee or agent or other Person making such payment or
distribution to the Trustee or to the Noteholders or (3) upon the Representatives for the holders of Senior Debt of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders
of such Senior Debt and other Debt of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14. In the event that the Trustee determines, in
good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of any Guarantor to participate in any payment or distribution pursuant to this Article 14, the Trustee shall be entitled to request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 14, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment. The provisions of Sections 601 and 603 of the Original Indenture shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 14. 

Section 14.14. Trustee to Effectuate Subordination. 

Each Noteholder by accepting a Note authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 14 and appoints the Trustee as attorney-in-fact for any and all such purposes. 

  
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 Section 14.15. Trustee Not Fiduciary for Holders of Senior Debt of Guarantors. 

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of any Guarantor and, subject to Section 601 of
the Original Indenture, shall not be liable to any such holders if it shall mistakenly pay over or distribute to Noteholders or the Company or any other Person, money or assets to which any holders of such Senior Debt shall be entitled by virtue of
this Article 14 or otherwise. 
 Section 14.16. Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions.

 Each Noteholder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of any Senior Debt of any Guarantor, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt
and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. 

[Signatures on following page] 

  
 91 








 SIGNATURES 

 

					
		 	COMPANY
		
		 	WHITING PETROLEUM CORPORATION
			
		 	By:	 	 /s/ James J. Volker

		 		 	James J. Volker
		 		 	Chairman, President and
		 		 	Chief Executive Officer
		
		 	GUARANTORS
		
		 	WHITING OIL AND GAS CORPORATION
			
		 	By:	 	 /s/ James J. Volker

		 		 	James J. Volker
		 		 	Chairman, President and
		 		 	Chief Executive Officer
		
		 	WHITING US HOLDING COMPANY
			
		 	By:	 	 /s/ James J. Volker

		 		 	James J. Volker
		 		 	Chairman, President and
		 		 	Chief Executive Officer
		
		 	WHITING CANADIAN HOLDING COMPANY ULC
			
		 	By:	 	 /s/ James J. Volker

		 		 	James J. Volker
		 		 	Chairman, President and
		 		 	Chief Executive Officer
		
		 	WHITING RESOURCES CORPORATION
			
		 	By:	 	 /s/ James J. Volker

		 		 	James J. Volker
		 		 	Chairman, President and
		 		 	Chief Executive Officer



  
 [Signature Page to Second
Supplemental Indenture] 








 
			
	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., as TRUSTEE
		
	By:	 	 /s/ Teresa Petta

	Name:	 	Teresa Petta
	Title:	 	Vice President



  
 [Signature Page to Second
Supplemental Indenture] 








 EXHIBIT A 

[FORM OF FACE OF NOTE] 
 Unless this
certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as 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 since the registered owner hereof, Cede & Co., has an interest herein. 

THIS SECURITY IS A GLOBAL SECURITY AS REFERRED TO IN THE INDENTURE HEREINAFTER REFERENCED. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
 WHITING
PETROLEUM CORPORATION 
  

			
	No.                     	  	$             of Original Principal Amount

 CUSIP No.
[                    ] 
 ISIN No.
[                    ] 
 6 1⁄2% Senior Subordinated Mandatory Convertible Note due 2018, Series A-1 

Whiting Petroleum Corporation, a Delaware corporation, promises to pay to
                    , or registered assigns, the principal sum of          Dollars, as such
amount may be reduced pursuant to Section 4.01 (the “Reduced Principal Amount”) on October 1, 2018 [or such greater or lesser amount as may be indicated on Schedule A
hereto].1 
 Interest Payment Dates: April 1 and October 1. 

Record Dates: March 15 and September 15. 

Additional provisions of this Note are set forth on the other side of this Note. 

 

			
	WHITING PETROLEUM CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  
  

	1 	If this Note is a Global Security, add this provision. 


  
 A - 1 









			
	ATTEST:
	
	  

	Name:	 	
	Title:	 	
	
	TRUSTEE’S CERTIFICATE OF
	AUTHENTICATION
	
	This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
	
	THE BANK OF NEW YORK MELLON
	TRUST COMPANY, N.A., As Trustee
		
	By	 	  

		 	Authorized Officer
	
	Dated:                     


  
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 [FORM OF REVERSE SIDE OF NOTE] 

6 1⁄2% Senior Subordinated Mandatory Convertible Note
due 2018, Series A-1 
 Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated. 
 1. Interest. Whiting Petroleum Corporation, a Delaware corporation (the “Company”),
promises to pay interest on the Reduced Principal Amount of this Note at 6.50% per annum until maturity. The Company will pay interest semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2016, or
if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid,
from April 1, 2016; provided that if there is no existing Default or Event of 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 Reduced Principal Amount and premium, if any, from
time to time on demand at a rate that is the rate then in effect; 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 will be computed on the basis of a 360-day year of twelve 30-day months. 

2. Method of Payment. The Company will pay interest on the Reduced Principal Amount of the Notes to the Persons who are registered
Holders of Notes at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in
Section 307 of the Original Indenture with respect to Defaulted Interest. Holders must surrender Notes to the Paying Agent to collect payments of Reduced Principal Amount and premium, if any, together with accrued and unpaid interest due at
maturity. The Notes will be payable as to Reduced Principal Amount, premium, if any, and interest at the office or agency of the Company maintained for such purpose within the City and State of New York, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth in the Security Register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to any amounts due on all
Global Securities 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. 
 3. Paying Agent, Security Registrar and Conversion Agent. Initially, The
Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent, Security Registrar and Conversion Agent. The Company may change any Paying Agent, Security Registrar or Conversion Agent without notice to any
Holder. The Company or any of its Domestic Subsidiaries may act in any such capacity. 
 4. Indenture. This Note is one of a duly
authorized issue of the series of Securities of the Company designated as its 6 1⁄2% Senior Subordinated Mandatory Convertible Notes due 2018, Series A-1 (the
“Notes”), issued under a Subordinated Indenture, dated as of March 23, 2016 

  
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(“Original Indenture”), among the Company, the Guarantors and the Trustee, as supplemented and amended by the Second Supplemental Indenture (herein so called), dated as of July 1,
2016 (the Original Indenture, as so supplemented and amended, being called herein the “Indenture”). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in
the Indenture and those set forth in the TIA made part of the Indenture pursuant to Section 1.04 of the Second Supplemental Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a
statement of such terms. The Notes are unsecured senior subordinated obligations of the Company limited to $26,167,000 aggregate Original Principal Amount in the case of Notes issued on the Issue Date. The Company may, subject to Sections 2.05 and
4.09 of the Second Supplemental Indenture, issue Additional Notes under the Indenture after the Issue Date in either a limited or an unlimited aggregate principal amount. Any Additional Notes so issued and the Initial Notes shall be treated as a
single class under the Indenture. 
 5. Optional Redemption. 

The Company may on any one or more occasions redeem the Notes, in whole or in part, upon prior notice as set forth in Paragraph 8, at a
Redemption Price equal to (i) 101.625% of the principal amount thereof, in the case of a redemption prior to October 1, 2016, or (ii) 100% of the Reduced Principal Amount thereof, in the case of a redemption on or after
October 1, 2016, in each case, plus accrued and unpaid interest, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or
prior to the Redemption Date). 
 6. Mandatory Redemption. 

Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect
to the Notes or to repurchase the Notes at the option of the Holders. 
 7. Repurchase at Option of Holder. 

(a) Within 30 days following the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to
repurchase all or any part (equal to $1,000 or any integral $1,000 multiple in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate Reduced Principal Amount of Notes repurchased, plus accrued and unpaid
interest, if any, to the date of settlement (the “Change of Control Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the
Change of Control Settlement Date. Within 30 days following a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and
setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Second Supplemental Indenture. 

(b) On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $50.0 million, the Company shall commence an
offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.04 of the Second Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum Reduced Principal Amount
of Notes and such Pari Passu Indebtedness that may be purchased out of the 

  
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Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Reduced Principal Amount of the Notes plus accrued and unpaid interest, if any, thereon to the Settlement Date,
subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate Reduced Principal Amount of Notes surrendered by Holders
thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as
may be deemed appropriate by the Trustee so that only Notes in denominations of Original Principal Amount of $1,000, or integral $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate Original Principal Amount of
tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
 8. Notice of Redemption. Notice of
redemption will be mailed at least 30 days but not more than 60 days (except as otherwise provided in the Indenture if the notice is issued in connection with a Discharge) before the Redemption Date to each Holder whose Notes are to be redeemed at
its registered address. Notes in denominations of Original Principal Amount of larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption
Date interest ceases to accrue on Notes or portions thereof called for redemption. 
 9. Denominations, Transfer, Exchange. The Notes
are in registered form without coupons in denominations of Original Principal Amount of $1,000 and any integral multiple of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.
The Company or the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and may require a Holder to pay any taxes due on transfer or exchange. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before the day of the
mailing of a notice of redemption of Notes selected for redemption. 
 10. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes. 
 11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate Reduced Principal Amount of the then outstanding Notes, and any existing default or compliance with any provision
of the Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate Reduced Principal Amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture, the
Notes or the Subsidiary Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the
Company’s or a Guarantor’s obligations to Holders of the Notes pursuant to Article 5 of 

  
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the Second Supplemental Indenture, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the
Indenture of any such Holder, including any increase in the Conversion Rate or other consideration due upon conversion of the Notes (whether or not subject to time limitations or other conditions), as determined in accordance with Section 901
of the Original Indenture (as amended by Section 9.01 of the Second Supplemental Indenture), to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Second Supplemental Indenture or otherwise, to provide for the
issuance of Additional Notes in accordance with the limitations set forth in the Indenture, to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided
in the Indenture, to comply with the requirements of Section 11.11 of the Second Supplemental Indenture, to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, to add to, change or eliminate any
provisions of the Indenture in respect of one or more other series of Securities or to establish the forms or terms of Securities of any other series as permitted by the Indenture, to make provision with respect to adjustments to the Conversion Rate
as required by the Second Supplemental Indenture or to increase the Conversion Rate in accordance with the Second Supplemental Indenture or to make any changes necessary or advisable, in the Company’s sole discretion, in order to effect the
settlement of amounts due pursuant to Section 4.01 of the Second Supplemental Indenture. 
 12. Defaults and Remedies. Events of
Default with respect to the Notes include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the Reduced Principal Amount of or premium, if any, on the Notes when due at Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Second Supplemental Indenture; (iv) failure by the
Company for 60 days after notice of such failure to the Company by the Trustee or the Holders of at least 25% in Reduced Principal Amount of the Notes then outstanding to comply with any of its other agreements in the Indenture or the Notes;
(v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if such default (a) is caused by a failure to pay principal of, or premium or
interest, if any, on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness (a “Payment Default”) or (b) 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 in excess of $50.0
million or more; provided, that if any such default is cured or waived or any such acceleration is rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the
occurrence of such acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded; (vi) failure by the Company or any of its Significant Subsidiaries
to pay final judgments aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed (including a stay pending appeal) for a period of 60 days after the date of such final judgment (or, if later, the date when payment is
due pursuant to such judgment); (vii) except as permitted by the Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases 

  
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for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than by
reason of release of a Guarantor from its Subsidiary Guarantee in accordance with the terms of the Indenture); (viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary or any
group of Subsidiaries that, taken together, would constitute a Significant Subsidiary as specified in Section 501(8) or 501(9) of the Original Indenture (as amended by Section 6.01 of the Second Supplemental Indenture) and
(ix) failure by the Company to satisfy (a) its conversion or payment obligations in accordance with Article 11 of the Second Supplemental Indenture (x) upon a Holder’s exercise of its Early Conversion rights or (y) upon the
Company’s exercise of its Mandatory Conversion rights, or (b) satisfy its distribution or payment obligations in accordance with Section 4.01 of the Second Supplemental Indenture upon any Reduction, which failure in each case is not
cured within three Business Days; or the Company fails to comply with Section 4.22 of the Second Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in
aggregate Reduced Principal Amount of the then outstanding Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from
certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in Section 501(8) or
501(9) of the Original Indenture (as amended by Section 6.01 of the Second Supplemental Indenture), all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority in Reduced Principal Amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default with respect to the Notes (except a Default or Event of Default relating to the payment of Reduced Principal Amount, premium, if any, or interest) if it determines that
withholding notice is in their interest. The Holders of a majority in Reduced Principal Amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any past Default or Event of Default with
respect to the Notes and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the Reduced Principal Amount of or premium, if any, or interest on the Notes or conversion of the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon becoming aware of any Default or Event of Default with respect to the Notes, to
deliver to the Trustee a statement specifying such Default or Event of Default. 
 13. Discharge. The Notes are subject to discharge
upon the terms and conditions specified in the Indenture. 
 14. Subordination. The indebtedness evidenced by this Note is, to the
extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Company, and this Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of
this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided
and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 

  
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 15. Conversion and Reduction. The Notes shall be convertible into shares of Common Stock
in accordance with Article 11 of the Second Supplemental Indenture. To convert a Note at its option, a Holder must satisfy the requirements of Section 11.02(a) of the Second Supplemental Indenture. A Holder may convert a portion of a Note in an
Early Conversion if the portion is $1,000 Original Principal Amount or an integral multiple of $1,000 Original Principal Amount. The Notes are subject to Reduction in accordance with Section 4.01(c) of the Second Supplemental Indenture. Upon
Reduction of the Notes, the Holders shall be entitled to receive shares of Common Stock in accordance with Section 4.01(d) of the Second Supplemental Indenture. The Notes are convertible at the Company’s option into shares of Common Stock
in accordance with Section 11.01(c) of the Second Supplemental Indenture. Upon conversion of a Note pursuant to Early Conversion, the Holder thereof shall be entitled to receive the shares of Common Stock payable upon conversion in accordance
with Article 11 of the Second Supplemental Indenture, at the Conversion Rate specified in the Second Supplemental Indenture, as adjusted from time to time as provided in the Second Supplemental Indenture. Upon conversion of a Note pursuant to
Mandatory Conversion, the Holder thereof shall be entitled to receive the shares of Common Stock payable upon such conversion in accordance with Article 11 of the Second Supplemental Indenture. 

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

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

19. 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 and corresponding ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

20. Governing Law. THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 
 21. Successor Corporation. In the event a successor assumes all the obligations of the Company under the Notes and the
Indenture, pursuant to the terms thereof, the Company will be released from all such obligations. 

  
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 The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to: 
 Whiting Petroleum Corporation 

1700 Broadway, Suite 2300 

Denver, Colorado 80290-2300 

Attention: Chief Financial Officer 

  
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 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

I or we assign and transfer this Note to 
  

	
	  

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

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

 and irrevocably appoint
                     agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. 

 

							
	Date:                                     
                                	 		 	Your Signature:	 	  

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


  
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 OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Second Supplemental Indenture,
check the box below: 
  

 ̈ 

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Second
Supplemental Indenture, state the Original Principal Amount (in minimum denomination of Original Principal Amount equal to $1,000 or any integral $1,000 multiple in excess thereof) and Reduced Principal Amount you elected to have purchased:
$         
  

							
	Date:
                                         
                           	 		 	Your Signature:	 	  

		 		 		 	(Sign exactly as your name appears on the other side of this Note)
			
		 		 	Soc. Sec. or Tax Identification No.:
                                        

	
	Signature Guarantee:
                                         
                                         
          
	                                    
(Signature must be guaranteed)

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

  
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 CONVERSION NOTICE 

To convert this Note in accordance with the Early Conversion provisions of the Indenture, check the
box:   ̈ 
 To convert only part of this Note, state the Original Principal Amount (in minimum
denomination equal to $1,000 or any integral $1,000 multiple in excess thereof) and the Reduced Principal Amount to be converted: 

$         

If you want the stock certificate representing the Common Stock issuable upon conversion made out in another person’s name, fill in the form below: 

 

			
	  

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

	  

	  

	(Print or type other person’s name, address and zip code)	  	
		
	Date:                     	  	Signature(s):                                  
                                         
         
		
		  	  

		  	(Sign exactly as your name(s) appear(s) on the other side of this Note)
		
	Signature(s) guaranteed by:	  	  

		  	(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee.)


  
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 REDUCTION SETTLEMENT NOTICE 

 

	To:	Whiting Petroleum Corporation 

 The undersigned registered owner of this Note hereby
acknowledges receipt of a Reduction Notice from Whiting Petroleum Corporation (the “Company”) in accordance with Section 4.01(d) of the Second Supplemental Indenture, dated July 1, 2016, to the Subordinated Indenture,
dated as of March 23, 2016 among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Supplemental Indenture”) and hereby provides this Reduction Settlement Notice in
accordance with Section 4.01(d) of the Supplemental Indenture. The information provided herein is accurate to the best knowledge of the undersigned. 
  

					
	 Note Information
	 	


					
			
	 1.
	  	CUSIP:	 	  



					
		
	 Holder Information
	 	


					
			
	 2.
	  	Holder Name:	 	  



					
			
	 3.
	  	Back Office Contact Person:	 	  



					
			
	 4.
	  	Back Office Contact Number:	 	  



					
			
	 5.
	  	Back Office Contact E-Mail Address:	 	  



					
		
	 Beneficial Owner
	 	


					
			
	 6.
	  	Beneficial Owner:	 	  



					
			
	 7.
	  	Number of Notes:	 	  



					
		
	 Custodian Information
	 	


					
			
	 8.
	  	Custodian Name:	 	  



					
			
	 9.
	  	Contact Person (individual):	 	  



					
			
	 10.
	  	Contact Number:	 	  



					
			
	 11.
	  	Contact E-Mail Address:	 	  



					
			
	 12.
	  	Individual or Grouped DWAC:	 	  



					
			
	 13.
	  	DTC Participant Number:	 	  



  
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	 Settlement Information
	 	


					
			
	 14.
	  	Applicable Reduction Date:	 	  



					
			
	 15.
	  	Common Stock Shares to be Received:	 	  



					
			
	 16.
	  	Cash in Lieu of Fractional Shares:	 	  



					
			
	 17.
	  	Accrued Interest:	 	  

		
	 Wiring Instructions
	 	

  

							
	ABA Number:	 	  
	 		 	Name and Address of Bank:
				
	Account Number:	 	  
	 		 	  

				
	Account Name:	 	  
	 		 	  

				
		 		 		 	  

				
	Dated:	 	  
	 		 	
				
	Signature(s)	 	  
	 		 	


  
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 EXHIBIT A 

[TO BE ATTACHED TO GLOBAL SECURITY] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 

The following increases or decreases in the Original Principal Amount of this Global Security have been made: 

 

									
	 Date
	 	 Amount of

decrease in
 Principal

Amount of this
 Global
Security
	 	 Amount of

increase in
 Principal

Amount of this
 Global
Security
	 	 Principal

Amount of this
 Global Security

following such
 decrease or

increase
	 	 Signature of

authorized
 officer

of Trustee

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 The following decreases in the Reduced Principal Amount of this Global Security have been made: 

 

							
	 Date
	 	 Amount of

Reduction
	 	 Reduced

Principal
 Amount of

this Global
 Security

following
 such decrease
	 	 Signature of

authorized
 officer

of Trustee

		 		 		 	
		 		 		 	
		 		 		 	


  
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 EXHIBIT B 
  

 
 WHITING PETROLEUM CORPORATION 

And 
 the Guarantors named herein

  
  

6 1⁄2% SENIOR SUBORDINATED 

MANDATORY CONVERTIBLE NOTES DUE 

2018, SERIES A-1 
  

 
 FORM OF
SUPPLEMENTAL INDENTURE 
 AND AMENDMENT — SUBSIDIARY GUARANTEE 

DATED AS OF              ,
         
  

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

 
  

 

  
 B-1 








 This SUPPLEMENTAL INDENTURE, dated as of         
    ,          is among Whiting Petroleum Corporation, a Delaware corporation (the “Company”), each of the parties identified under the caption
“Guarantors” on the signature page hereto (the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee. 

RECITALS 
 WHEREAS, the Company,
the initial Guarantors and the Trustee entered into a Subordinated Indenture, dated as of March 23, 2016 (the “Original Indenture”), as supplemented and amended by the Second Supplemental Indenture (herein so called) thereto, dated as
of July 1, 2016 (the Original Indenture as so supplemented and amended being called herein the “Indenture”), pursuant to which the Company has issued $[        ] in Original Principal
Amount of 6 1⁄2% Senior Subordinated Mandatory Convertible Notes due 2018, Series A-1 (the “Notes”); and 

WHEREAS, Section 901(vii) of the Original Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the
Indenture in order to add Guarantors with respect to the Notes, without the consent of the Holders of the Notes; and 
 WHEREAS, all acts
and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid
instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; 

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 
 ARTICLE 1 

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This Supplemental Indenture shall
become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee. 
 ARTICLE 2 

From this date, by executing this Supplemental Indenture, the Guarantors whose signatures appear below shall be Guarantors with respect to the
Notes on terms contemplated by and subject to the provisions of Article 10 of the Indenture. 
 ARTICLE 3 

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

  
 B-2 








 Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of
such executed copies together shall represent the same agreement. 
 [NEXT PAGE IS SIGNATURE PAGE] 

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

			
	WHITING PETROLEUM CORPORATION
		
	By	 	  

	Name:	 	
	Title:	 	
	
	GUARANTORS
	[                                    
    ]
		
	By	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By	 	  




  
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 EXHIBIT C 

OID LEGEND 
 THIS NOTE WAS ISSUED WITH
ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. UPON REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO A HOLDER OF THIS NOTE INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE AND THE
YIELD TO MATURITY OF THIS NOTE. HOLDERS SHOULD CONTACT THE [CHIEF FINANCIAL OFFICER] AT [STREET], [CITY], [STATE] [ZIP]. THE EXISTENCE OR RECOGNITION OF OID FOR UNITED STATES FEDERAL INCOME TAX PURPOSES SHALL NOT COMPROMISE OR IMPAIR THE AMOUNT OF
THE FULL PRINCIPAL OBLIGATION OF THE COMPANY OR THE GUARANTORS HEREUNDER. FOR THE AVOIDANCE OF DOUBT, IN ANY BANKRUPTCY PROCEEDING INVOLVING THE COMPANY, ANY OID [IN THIS FACE VALUE DEBT
EXCHANGE]2 SHALL (A) NOT BE DEEMED TO BE UNMATURED INTEREST AND (B) THUS BE DEEMED AN ALLOWED CLAIM. 
  

 

	2 	Include if applicable. 


  
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 EXHIBIT D 

COMMON STOCK RESTRICTED LEGEND 
 THIS
SECURITY AND ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, 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, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A SECURITIES: ONE YEAR] [IN THE CASE OF REGULATION S SECURITIES: 40 DAYS]
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 SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ITS SUBSIDIARIES,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 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 AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C), (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. 

  
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