EX-4.1



 Exhibit 4.1 
  

 
  

 
 NORTHERN OIL AND GAS, INC.

 8.000% SENIOR NOTES DUE 2020 

INDENTURE 
 Dated as of
May 18, 2015 
 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

As Trustee 
  

 
  

 







 CROSS-REFERENCE TABLE* 

 

					
	 Trust Indenture Act Section
	  	 Indenture Section

	310	 	(a)(1)	  	7.10
		 	(a)(2)	  	7.10
		 	(a)(3)	  	N/A
		 	(a)(4)	  	N/A
		 	(a)(5)	  	7.10
		 	(b)	  	7.10
	311	 	(a)	  	7.11
		 	(b)	  	7.11
	312	 	(a)	  	2.05
		 	(b)	  	11.03
		 	(c)	  	11.03
	313	 	(a)	  	7.06
		 	(b)(1)	  	7.06
		 	(b)(2)	  	7.06, 7.07
		 	(c)	  	7.06, 11.02
		 	(d)	  	7.06
	314	 	(a)	  	4.03, 4.04, 11.02
		 	(b)	  	N/A
		 	(c)(1)	  	11.04
		 	(c)(2)	  	11.04
		 	(c)(3)	  	N/A
		 	(d)	  	N/A
		 	(e)	  	11.05
		 	(f)	  	N/A
	315	 	(a)	  	7.01
		 	(b)	  	7.05, 11.02
		 	(c)	  	7.01
		 	(d)	  	7.01
		 	(e)	  	6.11
	316	 	(a)(last sentence)	  	2.08
		 	(a)(1)(A)	  	6.05
		 	(a)(1)(B)	  	6.04
		 	(a)(2)	  	N/A
		 	(b)	  	6.07
		 	(c)	  	9.04
	317	 	(a)(1)	  	6.08
		 	(a)(2)	  	6.09
		 	(b)	  	2.04
	318	 	(a)	  	11.01
		 	(b)	  	N/A
		 	(c)	  	11.01

  
 N/A means
not applicable. 

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








 TABLE OF CONTENTS 

CONTENTS 
  

									
	 	 	 	 	 	  	Page	 
		
	ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
				
		 	Section 1.01	 	Definitions	  	 	1	  
		 	Section 1.02	 	Other Definitions	  	 	32	  
		 	Section 1.03	 	Incorporation by Reference of Trust Indenture Act	  	 	32	  
		 	Section 1.04	 	Rules of Construction	  	 	33	  
		
	ARTICLE TWO THE NOTES	  	 	33	  
				
		 	Section 2.01	 	Form and Dating	  	 	33	  
		 	Section 2.02	 	Execution and Authentication	  	 	34	  
		 	Section 2.03	 	Registrar and Paying Agent	  	 	34	  
		 	Section 2.04	 	Paying Agent to Hold Money in Trust	  	 	34	  
		 	Section 2.05	 	Noteholder Lists	  	 	35	  
		 	Section 2.06	 	Transfer and Exchange	  	 	35	  
		 	Section 2.07	 	Replacement Notes	  	 	35	  
		 	Section 2.08	 	Outstanding Notes	  	 	36	  
		 	Section 2.09	 	Temporary Notes	  	 	36	  
		 	Section 2.10	 	Cancellation	  	 	36	  
		 	Section 2.11	 	Defaulted Interest	  	 	36	  
		 	Section 2.12	 	CUSIP Numbers	  	 	37	  
		 	Section 2.13	 	Issuance of Additional Notes	  	 	37	  
		
	ARTICLE THREE REDEMPTION AND PREPAYMENT	  	 	37	  
				
		 	Section 3.01	 	Notices to Trustee	  	 	37	  
		 	Section 3.02	 	Selection of Notes to Be Redeemed	  	 	38	  
		 	Section 3.03	 	Notice of Redemption	  	 	38	  
		 	Section 3.04	 	Effect of Notice of Redemption	  	 	39	  
		 	Section 3.05	 	Deposit of Redemption Price	  	 	39	  
		 	Section 3.06	 	Notes Redeemed in Part	  	 	40	  
		 	Section 3.07	 	Optional Redemption	  	 	40	  
		 	Section 3.08	 	Mandatory Redemption	  	 	41	  
		 	Section 3.09	 	Offer to Purchase by Application of Excess Proceeds	  	 	41	  
		
	ARTICLE FOUR COVENANTS	  	 	43	  
				
		 	Section 4.01	 	Payment of Notes	  	 	43	  
		 	Section 4.02	 	Maintenance of Office or Agency	  	 	43	  
		 	Section 4.03	 	Reports	  	 	44	  
		 	Section 4.04	 	Compliance Certificate	  	 	45	  
		 	Section 4.05	 	Taxes	  	 	45	  


  
 ii 









									
			Section 4.06		Stay, Extension and Usury Laws		 	45	  
			Section 4.07		Limitation on Restricted Payments		 	46	  
			Section 4.08		Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries		 	49	  
			Section 4.09		Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock		 	51	  
			Section 4.10		Limitation on Asset Sales		 	55	  
			Section 4.11		Limitation on Transactions with Affiliates		 	57	  
			Section 4.12		Limitation on Liens		 	59	  
			Section 4.13		Additional Subsidiary Guarantees		 	59	  
			Section 4.14		Existence		 	60	  
			Section 4.15		Offer to Repurchase Upon Change of Control		 	60	  
			Section 4.16		No Partial Inducements		 	63	  
			Section 4.17		Covenant Termination		 	63	  
			Section 4.18		Designation of Restricted and Unrestricted Subsidiaries		 	63	  
		
	ARTICLE FIVE SUCCESSORS		 	63	  
				
			Section 5.01		Merger, Consolidation, or Sale of Assets		 	63	  
			Section 5.02		Successor Substituted		 	65	  
		
	ARTICLE SIX DEFAULTS AND REMEDIES		 	65	  
				
			Section 6.01		Events of Default		 	65	  
			Section 6.02		Acceleration		 	67	  
			Section 6.03		Other Remedies		 	68	  
			Section 6.04		Waiver of Past Defaults		 	68	  
			Section 6.05		Control by Majority		 	68	  
			Section 6.06		Limitation on Suits		 	68	  
			Section 6.07		Rights of Holders of Notes to Receive Payment		 	69	  
			Section 6.08		Collection Suit by Trustee		 	69	  
			Section 6.09		Trustee is Authorized to File Proofs of Claim		 	69	  
			Section 6.10		Priorities		 	70	  
			Section 6.11		Undertaking for Costs		 	70	  
		
	ARTICLE SEVEN TRUSTEE		 	70	  
				
			Section 7.01		Duties of Trustee		 	70	  
			Section 7.02		Rights of Trustee		 	71	  
			Section 7.03		Individual Rights of Trustee		 	72	  
			Section 7.04		Trustee’s Disclaimer		 	73	  
			Section 7.05		Notice of Defaults		 	73	  
			Section 7.06		Reports by Trustee to Holders of the Notes		 	73	  
			Section 7.07		Compensation and Indemnity		 	73	  
			Section 7.08		Replacement of Trustee		 	74	  
			Section 7.09		Successor Trustee by Merger, etc		 	75	  
			Section 7.10		Eligibility; Disqualification		 	76	  
			Section 7.11		Preferential Collection of Claims Against the Company		 	76	  


  
 iii 









									
	ARTICLE EIGHT LEGAL DEFEASANCE AND COVENANT DEFEASANCE		 	76	  
				
			Section 8.01		Option to Effect Legal Defeasance or Covenant Defeasance		 	76	  
			Section 8.02		Legal Defeasance and Discharge		 	76	  
			Section 8.03		Covenant Defeasance		 	77	  
			Section 8.04		Conditions to Legal or Covenant Defeasance		 	77	  
			Section 8.05		Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions		 	79	  
			Section 8.06		Repayment to the Company		 	79	  
			Section 8.07		Reinstatement		 	80	  
			Section 8.08		Discharge		 	80	  
		
	ARTICLE NINE AMENDMENT, SUPPLEMENT AND WAIVER		 	81	  
				
			Section 9.01		Without Consent of Holders of Notes		 	81	  
			Section 9.02		With Consent of Holders of Notes		 	82	  
			Section 9.03		Compliance with Trust Indenture Act		 	83	  
			Section 9.04		Revocation and Effect of Consents		 	83	  
			Section 9.05		Notation on or Exchange of Notes		 	84	  
			Section 9.06		Trustee to Sign Amendments, etc		 	84	  
			Section 9.07		Acts of Holders		 	84	  
		
	ARTICLE TEN GUARANTEES OF NOTES		 	85	  
				
			Section 10.01		Subsidiary Guarantees		 	85	  
			Section 10.02		Guarantors May Consolidate, etc., on Certain Terms		 	87	  
			Section 10.03		Releases of Subsidiary Guarantees		 	87	  
			Section 10.04		Limitation on Guarantor Liability		 	88	  
			Section 10.05		“Trustee” to Include Paying Agent		 	88	  
		
	ARTICLE ELEVEN MISCELLANEOUS		 	88	  
				
			Section 11.01		Trust Indenture Act Controls		 	88	  
			Section 11.02		Notices		 	88	  
			Section 11.03		Communication by Holders of Notes with Other Holders of Notes		 	90	  
			Section 11.04		Certificate and Opinion as to Conditions Precedent		 	90	  
			Section 11.05		Statements Required in Certificate or Opinion		 	90	  
			Section 11.06		Rules by Trustee and Agents		 	90	  
			Section 11.07		No Personal Liability of Directors, Officers, Employees and Shareholders		 	91	  
			Section 11.08		Governing Law		 	91	  
			Section 11.09		No Adverse Interpretation of Other Agreements		 	91	  
			Section 11.10		Successors		 	91	  
			Section 11.11		Severability		 	91	  
			Section 11.12		Table of Contents, Headings, etc		 	91	  
			Section 11.13		Counterparts		 	91	  


  
 iv 









									
			Section 11.14		Benefits of Indenture		 	92	  
			Section 11.15		Language of Notices, Etc		 	92	  
			Section 11.16		Patriot Act		 	92	  


  
 v 








 APPENDIX AND ANNEX 

 

					
	RULE 144A/REGULATION S APPENDIX		 	App.-1	  
	EXHIBIT 1 Form of Initial Note		 	Exhibit 1 to App.-1	  
	EXHIBIT 2 Form of Exchange Note		 	Exhibit 2 to App.-1	  
	ANNEX A Form of Supplemental Indenture		 	A-1	  


  
 vi 








 This INDENTURE, dated as of May 18, 2015 is between NORTHERN OIL AND GAS, INC., a
Minnesota corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). 

The Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the
Company’s Initial Notes, Exchange Notes and Additional Notes: 
 ARTICLE ONE 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“2020 Notes Issuance Date” means May 18, 2012, the date of original issue of the Company’s 8.000% Senior Notes due
2020. 
 “Additional Assets” means: 

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

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or
any of its Restricted Subsidiaries; or 
 (3) Capital Stock constituting a Minority Interest in any Person that at such time is a Restricted
Subsidiary; 
 provided, however, that any such Restricted Subsidiary described in clause (2) or (3) is primarily engaged in the Oil and
Gas Business. 
 “Additional Interest” means all Additional Interest then owing pursuant to Section 5 of the
Registration Rights Agreement referred to in clause (1) of the definition of “Registration Rights Agreement” in the Appendix. Unless the context indicates otherwise, all references to “interest” in this Indenture or the
Notes shall be deemed to include any Additional Interest. 
 “Additional Notes” means, subject to the Company’s
compliance with Section 4.09, 8.000% Senior Notes due 2020 issued from time to time after the Initial Issuance Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09, 3.06, 4.10, 4.15 or 9.05 of this
Indenture or Section 2.3 or 2.4 of the Appendix and other than Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture). 

“Adjusted Consolidated Net Tangible Assets” of a specified Person 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 such Person and its Restricted Subsidiaries
calculated in accordance with SEC guidelines before any state or federal or other income taxes, as estimated by such Person in a reserve report prepared as of the end of the fiscal year of such Person for which audited








 
financial statements are available and giving effect to applicable Oil and Natural Gas Hedging Contracts in place as of the date of determination (whether positive or negative), as increased by,
as of the date of determination, the estimated discounted future net revenue from: 
 (i) estimated proved crude oil and
natural gas reserves of such Person and its Restricted Subsidiaries attributable to acquisitions consummated since the date of such reserve report, which reserves were not reflected in such reserve report, and 

(ii) estimated crude oil and natural gas reserves of such Person and its Restricted Subsidiaries attributable to extensions,
discoveries and other additions and upward revisions 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 period end) due
to exploration, development or exploitation, production or other activities which would, in accordance with standard industry practice, cause such revisions, and in the case of clauses (i) and (ii) calculated in accordance with SEC
guidelines, 
 and decreased by, as of the date of determination, the estimated discounted future net revenue attributable to: 

(A) estimated proved crude oil and natural gas reserves of such Person and its Restricted Subsidiaries reflected in such
reserve report produced or disposed of since the date of such reserve report, and 
 (B) reductions in the estimated crude
oil and natural gas reserves of such Person and its Restricted Subsidiaries reflected in such reserve report since the date of such reserve report due to changes in geological conditions or other factors which would, in accordance with standard
industry practice, cause such revisions, and in the case of clauses (A) and (B) calculated in accordance with SEC guidelines; 

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

 (c) the Net Working Capital of such Person as of a date no earlier than the date of such Person’s latest available
annual or quarterly financial statements; and 
 (d) the greater of: 

(i) the net book value of other tangible assets of such Person and its Restricted Subsidiaries as of a date no earlier than the
date of such Person’s latest available annual or quarterly financial statements, and 
 (ii) the appraised value, as
estimated by independent appraisers, of other tangible assets of such Person and its Restricted Subsidiaries as of a date no earlier than the date of such Person’s latest available annual or quarterly financial statements (provided that
such Person shall not be required to obtain such an appraisal of such assets if no such appraisal has been performed); 

  
 2 








 minus 

(2) the sum of: 

(a) Minority Interests; 

(b) to the extent not otherwise taken into account in determining Adjusted Consolidated Net Tangible Assets, any net natural
gas balancing liabilities of such Person and its Restricted Subsidiaries reflected in such Person’s latest audited financial statements; 

(c) to the extent included in clause (1)(a) above, the discounted future net revenue, calculated in accordance with SEC
guidelines (utilizing the prices utilized in such Person’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; 

(d) to the extent included in clause (1)(a) above, the discounted future net revenue calculated in accordance with SEC
guidelines (utilizing the prices utilized in such Person’s year end reserve report), attributable to reserves that are required to be delivered to third parties to fully satisfy the obligations of such Person 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 and price assumptions included in determining the discounted
future net revenue specified in clause (1)(a) above, would be necessary to satisfy fully the obligations of such Person 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 from the full cost method to the successful efforts method or a similar
method of accounting, “Adjusted Consolidated Net Tangible Assets” of the Company will continue to be calculated as if the Company were still using the full cost method of accounting. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For 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. 

  
 3 








 “Agent” means any Registrar or Paying Agent. 

“Agent Members” has the meaning provided in the Appendix. 

“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. 
 “Applicable Procedures” of a Depository means, with respect to any matter at
any time, the policies and procedures of such Depository, if any, that are applicable to such matter at such time. 
 “Asset
Sale” means: 
 (1) the sale, lease, conveyance or other disposition of any properties or assets (including by way of a
Production Payment or a sale and leaseback transaction or mergers, consolidations or otherwise); provided, however, that the disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries
taken as a whole will not be an “Asset Sale,” but will be governed by the provisions of Section 4.15 and/or the provisions of Section 5.01 and not by the provisions of Section 4.10; and 

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its
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 of the Company). 

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 $10.0
million; 
 (2) a transfer of properties 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; 

(4) any sale, lease or other disposition of equipment, inventory, products, accounts receivable or other properties or assets in the ordinary
course of business; 
 (5) the sale or other disposition of cash or Cash Equivalents, Hedging Contracts or other financial instruments in
the ordinary course of business; 

  
 4 








 (6) a disposition of properties or assets that constitutes (or results in by virtue of the
consideration received for such disposition) either a Restricted Payment that is permitted by Section 4.07 or a Permitted Investment; 

(7) the farm-out, lease or sublease of developed or undeveloped crude oil or natural gas properties owned or held by the Company or any of its
Restricted Subsidiaries in the ordinary course of business or in exchange for crude oil and natural gas properties owned or held by another Person; 

(8) an Asset Swap; 
 (9) the
creation or perfection of a Lien (but not, except to the extent contemplated in clause (10) below, the sale or other disposition of the properties or assets subject to such Lien); 

(10) the creation or perfection of a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its
rights in respect of that Permitted Lien; 
 (11) a surrender or waiver of contract rights or the settlement, release or surrender of
contract, tort or other claims of any kind; 
 (12) the grant in the ordinary course of business of any non-exclusive license or sublicense
of patents, trademarks, registrations therefor and other similar intellectual property, including licenses of seismic data; 
 (13) a
disposition of Hydrocarbons or mineral products inventory in the ordinary course of business; 
 (14) the sale or transfer (whether or not
in the ordinary course of business) of crude oil and natural gas properties or direct or indirect interests in real property; provided that at the time of such sale or transfer such properties do not have associated with them any proved
reserves; and 
 (15) any Production Payments and Reserve Sales; provided that any such Production Payments and Reserve Sales, other
than incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologist, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, shall have been created,
incurred, issued, assumed or guaranteed in connection with the financing of, and within 60 days after the acquisition of, the property that is subject thereto. 

“Asset Swap” means any substantially contemporaneous (and in any event occurring within 180 days of each other) purchase and
sale or exchange of any assets or properties used or useful in the Oil and Gas Business between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash received must be applied in accordance with
Section 4.10 hereof as if the Asset Swap were an Asset Sale. 
 “Attributable Debt” in respect of a sale and leaseback
transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such
lease has been extended or may, at the option of the lessor, be extended. Such 

  
 5 








 
present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP. As used in the preceding sentence, the
“net rental payments” under any lease for any period shall mean the sum of rental and other payments required to be paid with respect to such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on
account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental payment shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. 

“Bankruptcy Law” means Title 11, United States Code, as it 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 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 managing member or members or any controlling committee of managing members thereof; and

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

“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 Houston, Texas or
in New York, New York or another place of payment are authorized or required by law 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. 

  
 6 








 “Capital Stock” means: 

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership interests (whether general or
limited) or membership interests, as applicable; and 
 (4) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person, 
 but excluding from all of the foregoing any debt
securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock. 

“Cash Equivalents” means: 

(1) United States dollars; 
 (2)
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support
of those securities) having maturities of not more than one year from the date of acquisition; 
 (3) marketable general obligations issued
by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit
rating of “A” or better from either S&P or Moody’s; 
 (4) certificates of deposit, demand deposits and eurodollar time
deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in
excess of $500.0 million or that is a lender under the Credit Agreement; 
 (5) repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clauses (2), (3) and (4) above entered into with any financial institution meeting the qualifications specified in clause (4) above; 

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

  
 7 








 “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 by the shareholders of the Company 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, units or the like; or 
 (4) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors. 
 Notwithstanding the preceding, a conversion of the Company or any of its
Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding
Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3)
of the Exchange Act) who Beneficially Owned the Capital Stock of the Company immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or Beneficially Own sufficient Equity
Interests in such entity or its general partner, as applicable, to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case no
“person” Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable. 

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency. 

“Company Officer” means any person who is authorized by the Board of Directors of the Company to execute documents binding on
the Company. 
 “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period plus, without duplication: 
 (1) an amount equal to any 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 

  
 8 








 (3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the
extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus 
 (4) depreciation, depletion 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 items (excluding any such non-cash item 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, amortization,
impairment and other non-cash items 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; plus 

(6) so long as such Person uses successful efforts or a similar method of accounting, the exploration expense of such Person and its
Restricted Subsidiaries; minus 
 (7) non-cash items increasing such Consolidated Net Income for such period, other than items that were
accrued in the ordinary course of business; and minus 
 (8) to the extent increasing such Consolidated Net Income for such period, the sum
of (a) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and (b) amounts recorded in accordance with GAAP as repayments of principal
and interest pursuant to Dollar-Denominated Production Payments; 
 in each case, on a consolidated basis and determined in accordance with GAAP. 

“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 of the Company 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; 

  
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 (4) any gain (loss) realized upon the sale or other disposition of any property, plant or
equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any sale or leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale
or other disposition of any Capital Stock of any Person will be excluded; 
 (5) any asset impairment writedowns on oil and gas properties
under GAAP or SEC guidelines will be excluded; 
 (6) unrealized losses and gains under Hedging Contracts included in the determination of
Consolidated Net Income, including those resulting from the application of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 815, will be excluded; 

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

(8) income resulting from transfers of assets (other than cash) between such Person or any of its Restricted Subsidiaries, on the one hand,
and an Unrestricted Subsidiary of such Person, on the other hand, will be excluded. 
 “Continuing Directors” means, as of
any date of determination, any member of the Board of Directors of the Company who: 
 (1) was a member of such Board of Directors on the
date of this Indenture; or 
 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such nomination or election. 
 “Corporate Trust Office of the
Trustee” means the office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 50 South Sixth Street, Suite 1290, Minneapolis, MN 55402, Attn: Northern Oil and
Gas, Inc. Administrator, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company). 
 “Credit Agreement” means the Third Amended
and Restated Credit Agreement, dated as of February 28, 2012, by and among the Company, as borrower, Royal Bank of Canada, as administrative agent, SunTrust Bank, as syndication agent, Bank of Montreal, KeyBank, N.A. and U.S. Bank National
Association, as co-documentation agents, and the other lenders party thereto, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each
case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time. 

  
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 “Credit Facilities” means one or more debt facilities (including the Credit
Agreement), commercial paper facilities or secured or unsecured capital market 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 such lenders against such receivables), letters of credit or other borrowings or 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. 

“Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.

 “date of this Indenture” means May 18, 2015. 

“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.

 “De Minimis Guaranteed Amount” means a principal amount of Indebtedness that does not exceed $5.0 million. 

“Depository” has the meaning provided in the Appendix. 

“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 final stated maturity date of the Notes. 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
(x) 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 or (y) the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company’s purchase of the Notes as is required to be purchased pursuant to the terms of this Indenture. The
amount (or principal amount) of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or
pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. 
 “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 that was formed under the laws of the United States or
any state of the United States or the District of Columbia. 

  
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 “DTC” means The Depository Trust & Clearing Corporation, its nominees,
successors and assigns. 
 “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Equity
Offering” means any public or private sale of Capital Stock (other than Disqualified Stock) made for cash on a primary basis by the Company after the date of this Indenture. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.

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

“Exchange Notes” has the meaning provided in the Appendix. 

“Existing Indebtedness” means the aggregate principal amount of any Indebtedness of the Company and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement and intercompany Indebtedness) in existence on the date of this Indenture, until such amounts are repaid. 

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction
not involving distress or necessity of either party, determined in good faith by the Board of Directors of the Company in the case of transactions involving $25.0 million or more and otherwise by a Company Officer. 

“Fitch” means Fitch Ratings, a unit of Fimalac, S.A., or any successor to the rating agency business thereof. 

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of
the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the 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, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from
the beginning of such period to the Calculation Date had been the applicable rate for the entire period (taking into account any interest Hedging Contract applicable to such Indebtedness, but if the remaining term of such interest Hedging Contract
is less than 12 months, then such 

  
 12 








 
interest Hedging Contract shall only be taken into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of such Person, the interest rate shall be calculated by applying such option rate chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as such Person may designate. 

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, consolidations
or otherwise (including acquisitions of assets used or useful in the Oil and Gas Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including in each case any
related financing transactions and increases in ownership of Restricted Subsidiaries, during the applicable four-quarter reference period or subsequent to such 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 the four-quarter reference period, and the Consolidated Cash Flow for such reference period will be calculated giving pro forma effect to any expense and cost reductions or synergies that have occurred or
are reasonably expected to occur, in the reasonable judgment of a Company Officer who serves as principal financial or accounting officer (regardless of whether those cost savings or operating improvements could then be reflected in pro forma
financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto); 

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

(4) any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted
Subsidiary of the specified Person at all times during such four-quarter period; 
 (5) any Person that is not a Restricted Subsidiary of
the specified Person on the Calculation Date will be deemed not to have been a Restricted Subsidiary of the specified Person at any time during such four-quarter period; and 

(6) interest income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or Cash
Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage
Ratio, will be included. 

  
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 “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 and accretion of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not
constitute Indebtedness, but including 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 interest rate Hedging Contracts; 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) all dividends on any series of preferred securities of such Person or any of its Restricted Subsidiaries, whether paid or accrued and
whether or not in cash, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, 

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

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of this Indenture. All ratios and computations based on GAAP contained in this Indenture will be
computed in conformity with GAAP. At any time after the date of this Indenture, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references in this Indenture to GAAP shall thereafter be construed
to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the Indenture that requires the application of
GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company shall give notice of any such election made in accordance
with this definition to the Trustee and the Holders of Notes. 

  
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 “Global Note” has the meaning provided in the Appendix. 

“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 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 or entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against
loss in respect thereof (in whole or in part). When used as a verb, “guarantee” has a correlative meaning. 

“Guarantors” means each Restricted Subsidiary of the Company that executes a supplement to this Indenture in accordance with
Section 4.13 or 10.02 hereof and the respective successors and assigns of such Restricted Subsidiaries in each case until such time as any such Restricted Subsidiary shall be released and relieved of its obligations pursuant to
Section 10.03 hereof. 
 “Hedging Contracts” means, with respect to any specified Person: 

(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, or to otherwise reduce the cost of borrowing of such Person or any of such Restricted
Subsidiaries, with respect to Indebtedness incurred; 
 (2) foreign exchange contracts and currency protection agreements entered into with
one or more financial institutions and designed to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in currency exchange rates; 

(3) Oil and Natural Gas Hedging Contracts; 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; 
 and in each case are entered into only in the normal course of business and not for speculative
purposes. 
 “Holder” or “Noteholder” means a Person in whose name a Note is registered. 

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

  
 15 








 “IFRS” means the International Financial Reporting Standards as adopted by the
International Accounting Standards Board. 
 “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; 

(3) in respect of letters of credit issued for the account of such Person that support obligations that constitute Indebtedness
(provided that the amount of such letters of credit included in Indebtedness shall not exceed the amount of the Indebtedness being supported) and, without duplication, the unreimbursed amount of all drafts drawn under letters of credit issued
for the account of such Person; 
 (4) in respect of bankers’ acceptances; 

(5) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions; 

(6) 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 
 (7) representing any obligations under Hedging Contracts, 

if and to the extent any of the preceding items (other than letters of credit and obligations under Hedging Contracts) 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 other Persons secured by a Lien on any asset of the specified Person, whether or not such
Indebtedness is assumed by the specified Person (provided that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of
such other 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). 

Furthermore, notwithstanding the foregoing, the following shall not constitute or be deemed “Indebtedness”: 

(i) any indebtedness which has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Cash Equivalents (in an
amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such
indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness; 

  
 16 








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

(iii) any obligations arising from agreements of a Person providing for indemnification, guarantees, adjustment of purchase price, holdbacks,
contingent payment obligations based on a final financial statement or performance of acquired or disposed of assets or similar obligations (other than guarantees of Indebtedness), in each case, incurred or assumed by such Person in connection with
the acquisition or disposition of assets (including through mergers, consolidations or otherwise); 
 (iv) subject to the parenthetical at
the end of the preceding sentence of this definition, any Dollar-Denominated Production Payments or Volumetric Production Payments; 
 (v)
any Disqualified Stock; and 
 (vi) accounts payable, accrued expenses or other obligations of the Company or any of its Restricted
Subsidiaries to trade creditors created or assumed by the Company or such Restricted Subsidiary in the ordinary course of business in connection with the obtaining of goods or services. 

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 obligations under any Hedging Contracts, the termination value of the agreement or arrangement giving rise to such
obligations 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. 
 “Indenture”
means this Indenture, as amended or supplemented from time to time. 
 “Initial Issuance Date” means May 18, 2015. 

“Initial Notes” has the meaning provided in the Appendix. 

“Initial Purchasers” has the meaning provided in the Appendix. 

“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, or if either Moody’s or S&P ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade rating from Fitch. 

  
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 “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, advances or extensions of credit (including guarantees or similar arrangements, but excluding (1) commission, travel and similar advances to officers and
employees made in the ordinary course of business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender), or capital contributions or purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities (excluding any interest in a crude oil or natural gas leasehold to the extent constituting a security under applicable law), together with all items that are or
would be classified as investments on a balance sheet of such Person 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. 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. Except as otherwise provided in this Indenture, the amount of an Investment will be
determined at the time the Investment is made and without giving effect to subsequent changes in value or write-ups, write-downs or write-offs with respect to such Investment. 

“Joint Venture” means any Person that is not a direct or indirect Subsidiary of the Company in which the Company or any of
its Restricted Subsidiaries makes any Investment (other than an Investment constituting Cash Equivalents). 
 “Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under Applicable Law, including any conditional sale or other
title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement. 

“Make Whole Premium” means, with respect to a Note at any time as calculated by the Company, the excess, if any, of
(a) the present value at such time of (i) the redemption price of such Note at June 1, 2016 pursuant to Section 3.07(a) plus (ii) any required interest payments due on such Note through June 1, 2016 (except for
currently accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate at such time plus 50 basis points, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months), over (b) the principal amount of such Note. 

  
 18 








 “Minority Interest” means the percentage interest represented by any Capital
Stock of a Restricted Subsidiary of the Company that are not owned by the Company or a Restricted Subsidiary of 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 the extinguishment of any Indebtedness of such Person; 

(2) any extraordinary, unusual or non-recurring item of gain (or loss), together with any related provision for taxes on such extraordinary,
unusual or non-recurring item of gain (or loss); and 
 (3) any non-cash equity compensation expense. 

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of
any Asset Sale (including any cash 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 legal, accounting and investment banking fees, title and recording tax expenses
and sales commissions, severance costs, and any relocation expenses incurred as a result of the Asset Sale, 
 (2) taxes paid or payable or
required to be accrued as a liability under GAAP 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 secured by a Lien on the properties or assets that were the subject of
such Asset Sale, 
 (4) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries or
joint ventures as a result of such Asset Sale, and 
 (5) any amounts to be set aside in any reserve established in accordance with GAAP or
any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by the Company or any of its Restricted Subsidiaries until such time
as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its Restricted Subsidiaries from such escrow
arrangement, as the case may be. 

  
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 “Net Working Capital” means, with respect to any specified Person, (a) all
current assets of such Person and its Restricted Subsidiaries except current assets from commodity price risk management activities arising in the ordinary course of business, less (b) all current liabilities of such Person and its Restricted
Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and gas properties, and (iii) any current liabilities from commodity price
risk management activities arising in the ordinary course of business in each case as set forth in the consolidated financial statements of such Person prepared in accordance with GAAP (excluding any adjustments made pursuant to Financial Standards
Accounting Board (FASB) Accounting Standards Codification (ASC) 815). 
 “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) or (b) is directly or indirectly liable as a guarantor or otherwise; 

(2) no default with respect to which (including any rights that the holders 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 
 (3) as to which the lenders have been notified
in writing that they will not have any recourse to the Capital Stock or assets of the Company or any if its Restricted Subsidiaries except as contemplated by clause (9) of the definition of Permitted Liens. 

For purposes of determining compliance with Section 4.09, in the event that any Non-Recourse Debt of any of the Company’s
Unrestricted Subsidiaries ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company. 

“Notes” has the meaning provided in the Appendix. 

“Notes Custodian” has the meaning specified in the Appendix. 

“Obligations” means any principal, 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. 
 “Offering Memorandum” means
the offering memorandum of the Company dated May 13, 2015 relating to the offering of the Initial Notes. 
 “Officer”
means, with respect to any Person, the Chairman of the Board of Directors, 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. 

  
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 “Officers’ Certificate” means a certificate signed on behalf of the Company
by two of its Officers, one of whom, in the case of any Officers’ Certificate delivered pursuant to Section 4.04, must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company,
that meets the requirements of Section 11.05 hereof. 
 “Oil and Gas Business” means: 

(1) the acquisition, exploration, development, production, operation and disposition of interests in oil, gas and other Hydrocarbon
properties; 
 (2) the gathering, marketing, treating, processing, storage, distribution, selling and transporting of any production from
such interests or properties; 
 (3) any business relating to exploration for or development, production, treatment, processing, storage,
transportation or marketing of oil, gas and other minerals and products produced in association therewith; and 
 (4) any activity that is
ancillary, complementary or incidental to or necessary or appropriate for the activities described in clauses (1) through (3) of this definition. 

“Oil and Natural Gas Hedging Contract” means any commodity futures contract, commodity swap, commodity option, commodity
forward sale or other similar agreement or arrangement designed to protect against fluctuations in the price of Hydrocarbons used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee that meets the
requirements of Section 11.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 

“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 any of its Restricted Subsidiaries to apply such Excess Proceeds to offer to repurchase
such Indebtedness. 

  
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 “Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of
the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the
Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, provided that on the date such Person became a Restricted Subsidiary of the Company or the date such Person was merged
or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, either 
 (1) immediately after giving effect
to such transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Company or such Restricted Subsidiary, as applicable, would 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, or 
 (2) immediately
after giving effect to such transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company would be equal to or greater than the Fixed Charge
Coverage Ratio of the Company immediately prior to such transaction. 
 “Permitted Business Investments” means Investments
of a nature that is or shall have become customary in the Oil and Gas Business, including without limitation investments or expenditures for actively exploring for, acquiring, developing, producing, processing, gathering, marketing or transporting
Hydrocarbons 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: 
 (1) direct or indirect ownership of crude oil, natural gas, other
restricted Hydrocarbon properties or any interest therein, gathering, transportation, processing, storage or related systems, or ancillary real property interests and interests therein; 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
or limited liability companies. 
 “Permitted Investments” means: 

(1) any Investment in the Company or in a Restricted Subsidiary of the Company (including through the purchase of Notes); 

(2) any Investment in cash and 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 

(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; 

  
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 (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, including pursuant to clause (7) or (8) of the items deemed not to be Asset Sales under the definition of “Asset Sale;” 

(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 or resolution of, or upon satisfaction of judgments with respect to, (a) 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 (b) litigation,
arbitration or other disputes (including pursuant to any bankruptcy or insolvency proceedings) with Persons who are not Affiliates; 
 (7)
Hedging Contracts; 
 (8) guarantees of Indebtedness permitted under Section 4.09; 

(9) guarantees by the Company or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other
obligations that do not constitute Indebtedness, in each case entered into by the Company or any Restricted Subsidiary of the Company in the ordinary course of business; 

(10) Permitted Business Investments; 

(11) Investments that are in existence on the date of this Indenture; 

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

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

(14) loans or advances to officers, directors or employees made in the ordinary course of business consistent with past practices of the
Company or the applicable Restricted Subsidiary and otherwise in compliance with Section 4.11 of this Indenture; 
 (15) Investments of
a Restricted Subsidiary acquired after the date of this Indenture or of any entity merged into or consolidated with the Company or a Restricted Subsidiary in accordance with Section 5.01 of this Indenture, to the extent that such Investments
were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

  
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 (16) Investments received as a result of a foreclosure by, or other transfer of title to, the
Company or any of its Restricted Subsidiaries with respect to any secured Investment in default; and 
 (17) 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 (17) that are at
the time outstanding, not to exceed 10% of the Company’s Adjusted Consolidated Net Tangible Assets; 
 provided, however, that with respect to
any Investment, the Company may, in its sole discretion, allocate all or any portion of any Investment and later re-allocate all or any portion of any Investment to one or more of the above clauses (1) through (17) so that the entire
Investment would be a Permitted Investment. 
 “Permitted Liens” means: 

(1) Liens securing any Indebtedness under any Credit Facility that was incurred under Section 4.09(1); 

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

(3) Liens on property (including Capital Stock) 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 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) any interest or title of a lessor to the property subject to a Capital Lease Obligation; 

(6) Liens on any asset or property acquired, constructed or improved by the Company or any of its Restricted Subsidiaries; provided
that (a) such Liens are in favor of the seller of such asset or property, in favor of the Person or Persons developing, constructing, repairing or improving such asset or property, or in favor of the Person or Persons that provided the funding
for the acquisition, development, construction, repair or improvement cost, as the case may be, of such asset or property, (b) such Liens are created within 360 days after the acquisition, development, construction, repair or improvement,
(c) the aggregate principal amount of the Indebtedness secured by such Liens is otherwise permitted to be incurred under this Indenture and does not exceed the greater of (i) the cost of the asset or property so acquired, constructed or
improved plus related financing costs and (ii) the Fair Market Value of the asset or property so acquired, constructed or improved, measured at the date of such acquisition, or the date of completion of


  
 24 








 
such construction or improvement, and (d) such Liens are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto, upgrades
thereof and improvements thereto); 
 (7) Liens existing on the date of this Indenture other than Liens securing the Credit Facilities; 

(8) Liens to secure the performance of leases, tenders, bids, statutory obligations, surety or appeal bonds, government contracts, performance
and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations or other obligations of a like nature incurred in the ordinary course of business; 

(9) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by the Company or any Restricted
Subsidiary of the Company to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture; 

(10) Liens in respect of Production Payments and Reserve Sales; 

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

(12) Liens arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farm-out agreements,
farm-in agreements, division orders, contracts for the sale, transportation or exchange of crude oil and natural gas and related Hydrocarbons and minerals, unitization and pooling declarations and agreements, area of mutual interest agreements,
royalty agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt
water or other disposal agreements, seismic or other geophysical permits or agreements and other agreements arising in the ordinary course of business of the Company and its Restricted Subsidiaries that are customary in the Oil and Gas Business;

 (13) Liens reserved in oil and gas mineral leases for bonus or rental payments and for compliance with the terms of such leases; 

(14) Liens upon specific items of inventory, receivables or other goods or proceeds of the Company or any of its Restricted Subsidiaries
securing such Person’s obligations in respect of bankers’ acceptances or receivables securitizations issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory, receivables or other
goods or proceeds and permitted by Section 4.09; 
 (15) Liens securing Obligations of the Company or the Guarantors under the Notes or
the Subsidiary Guarantees, as the case may be, and Liens securing other obligations of the Company or the Guarantors under this Indenture; 

(16) Liens to secure payment and performance of Hedging Contracts of the Company or any of its Restricted Subsidiaries; 

  
 25 








 (17) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent
or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; 

(18) landlords’, operators’, vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s, suppliers’, workers’, construction or like Liens arising by contract or statute in the ordinary course of business or incident to the exploration, development, operation and maintenance of oil and gas properties, each of
which is in respect to amounts which are not yet delinquent or are being contested in good faith by appropriate proceedings; 
 (19) pledges
or deposits made in the ordinary course of business (A) in connection with leases, tenders, bids, statutory obligations, surety or appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, statutory
obligations, regulatory obligations and similar obligations, or (B) in connection with workers’ compensation, unemployment insurance and other social security or similar legislation, old age pension or public liability obligations; 

(20) any attachment or judgment Lien that does not constitute an Event of Default; 

(21) survey exceptions, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations of, or rights of
others for, licenses, rights-of-way, roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, sewers, electric lines, telegraph and telephone lines and other
similar purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, Liens related to surface leases and surface operations, or zoning or other restrictions as to the use of real property that were not incurred
in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company or any of its Restricted Subsidiaries; 

(22) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained or deposited with a depositary institution; provided that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against
access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any of its Restricted Subsidiaries to provide collateral to the depositary
institution; 
 (23) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business; 
 (24) leases or subleases granted to others that do not
materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries, taken as a whole; 
 (25) Liens
arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture,
provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of such Indebtedness; 

  
 26 








 (26) Liens arising from the deposit of funds or securities in trust for the purpose of decreasing
or defeasing Indebtedness so long as such deposit of funds or securities and such decreasing or defeasing of Indebtedness are permitted under Section 4.07 of this Indenture; 

(27) Liens (other than Liens securing Indebtedness) on, or related to, assets to secure all or part of the costs incurred in the ordinary
course of the Oil and Gas Business for the exploration, drilling, development, production, processing, transportation, marketing, storage or operation thereof; 

(28) Liens arising from royalties, overriding royalties, revenue interests, net revenue interests, net profit interests, reversionary
interests, production payments, preferential rights of purchase, working interests and other similar interests, all as ordinarily exist with respect to properties and assets of the Company and its Restricted Subsidiaries or otherwise as are
customary in the Oil and Gas Business; 
 (29) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary
of the Company, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness then outstanding and secured by any Liens incurred pursuant to this clause (29) does not exceed the greater of
(a) $15.0 million and (b) 1.5% of the Company’s Adjusted Consolidated Net Tangible Assets; and 
 (30) Liens to secure any
Permitted Refinancing Indebtedness permitted to be incurred under this Indenture and incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property
or assets that is the security for a Permitted Lien hereunder. 
 “Permitted Refinancing Indebtedness” means any
Indebtedness of the Company or any of its Restricted Subsidiaries or any Disqualified Stock of the Company incurred or issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, refund or
otherwise retire for value, in whole or in part, any other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) or any Disqualified Stock of the Company; provided that: 

(1) the principal amount, or in the case of Disqualified Stock, the amount thereof as determined in accordance with the definition of
Disqualified Stock, of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness or amount of the Disqualified Stock being exchanged, extended, refinanced, renewed, replaced, defeased, discharged, refunded or
retired (plus all accrued and unpaid interest on the Indebtedness or accrued and unpaid dividends on the Disqualified Stock, as the case may be, and the amount of all fees, expenses and premiums incurred in connection therewith); 

  
 27 








 (2) such Permitted Refinancing Indebtedness has a final maturity date or redemption date, as
applicable, later than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness or Disqualified Stock being
exchanged, extended, refinanced, renewed, replaced, defeased, discharged, refunded or retired; 
 (3) if the Indebtedness or Disqualified
Stock being exchanged, extended, refinanced, renewed, replaced, defeased, discharged, refunded or retired is contractually subordinated or otherwise junior in right of payment to the Notes or the Subsidiary Guarantees, such Permitted Refinancing
Indebtedness is contractually subordinated or otherwise junior in right of payment to the Notes or the Subsidiary Guarantees on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness or
Disqualified Stock being exchanged, extended, refinanced, renewed, replaced, defeased, discharged, refunded or retired; and 
 (4) such
Indebtedness is not incurred (other than by way of a guarantee) by a Restricted Subsidiary of the Company if the Company is the issuer or other primary obligor on the Indebtedness being exchanged, extended, refinanced, renewed, replaced, defeased,
discharged, refunded or retired. 
 Notwithstanding the foregoing, any Indebtedness incurred under Credit Facilities shall be subject to the
refinancing provision of the definition of Credit Facilities and not pursuant to the requirements set forth in this 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. 
 “Production Payments” means,
collectively, Dollar-Denominated Production Payments and Volumetric Production Payments. 
 “Production Payments and Reserve
Sales” means the grant or transfer by the Company or a Restricted Subsidiary of the Company to any Person of a royalty, overriding royalty, net profits interest, production payment (whether volumetric or dollar denominated), partnership or
other interest in oil and gas properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties, including any such grants or transfers pursuant to incentive
compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Subsidiary of the Company. 

“Purchase Agreement” has the meaning provided in the Appendix. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. 

“Registered Exchange Offer” has the meaning provided in the Appendix. 

“Registration Rights Agreement” has the meaning provided in the Appendix. 

  
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 “Regulation S” has the meaning provided in the Appendix. 

“Reporting Default” means a Default described in Section 6.01(d). 

“Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust department of the
Trustee having direct responsibility for the administration of this Indenture. 
 “Restricted Global Note” has the meaning
provided in the Appendix. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 

“Restricted Notes Legend” means the legend set forth in Section 2.3(b)(i) of the Appendix. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 

“Rule 144A” has the meaning provided in the Appendix. 

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

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

“Senior Debt” means 

(1) all Indebtedness of the Company or any of its Restricted Subsidiaries outstanding under Credit Facilities and all obligations under
Hedging Contracts 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 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 Restricted 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 of its
Restricted Subsidiaries. 

  
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 “Shelf Registration Statement” has the meaning provided in the Appendix. 

“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 date of this Indenture. 

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on
which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof. 
 “Subsidiary” means, with respect to any specified Person: 

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

(2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or member of which is such
Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partners or managing members of which are such Person or one or more Subsidiaries of such Person
(or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company,
respectively. 
 “Subsidiary Guarantee” means any guarantee pursuant to Article 10 hereof by a Guarantor of the
Company’s Obligations under this Indenture and the Notes. 
 “TIA” means the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) and the rules and regulations thereunder, as in effect on the date on which this Indenture is qualified under the TIA (except as provided in Sections 9.01(h) and 9.03 hereof). 

“Transfer Restricted Securities” has the meaning provided in the Appendix. 

“Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published,
any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 1, 2016; provided, however, that if such period is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Company shall obtain the Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which
such yields are given, except that if the period from the redemption date to June 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be
used. The Company will (a) calculate the 

  
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Treasury Rate on the second Business Day preceding the applicable redemption date and (b) prior to such redemption date file with the Trustee an Officers’ Certificate setting forth the
Make Whole Premium and the Treasury Rate and showing the calculation of each in reasonable detail. 
 “Trustee” means the
party named as such in the introductory paragraph hereto until a successor replaces it in accordance with the applicable provisions of this Indenture, and thereafter means the successor serving hereunder. 

“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 that is designated by the Board of Directors of the Company 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 owing to any Person other than the Company or any of its Restricted Subsidiaries; 
 (2) except as permitted by
Section 4.11, 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 

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries. 
 All Subsidiaries of an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary. 

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a
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. 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, 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. 

  
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 “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; provided that with respect to a limited partnership or other entity which does not
have a Board of Directors, Voting Stock means the Capital Stock of the general partner of such limited partnership or other business entity with the ultimate authority to manage the business and operation of such Person. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock at any date, the number of
years obtained by dividing: 
 (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other required payments of principal, including payment at final maturity or redemption, in respect of the Indebtedness or Disqualified Stock, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment; by 
 (2) the then outstanding aggregate principal amount of such
Indebtedness or Disqualified Stock. 
 Section 1.02 Other Definitions. 

 

			
	 Term
	  	 Defined in Section

		
	“Act”	  	9.07
	“Affiliate Transaction”	  	4.11
	“Appendix”	  	2.01
	“Asset Sale Offer”	  	3.09
	“Change of Control Offer”	  	4.15
	“Change of Control Payment”	  	4.15
	“Change of Control Settlement Date”	  	4.15
	“Covenant Defeasance”	  	8.03
	“Discharge”	  	8.08
	“Event of Default”	  	6.01
	“Excess Proceeds”	  	4.10
	“incur”	  	4.09
	“Legal Defeasance”	  	8.02
	“Offer Amount”	  	3.09
	“Offer Period”	  	3.09
	“Paying Agent”	  	2.03
	“Payment Default”	  	6.01
	“Permitted Debt”	  	4.09
	“Register”	  	2.03
	“Registrar”	  	2.03
	“Restricted Payments”	  	4.07
	“Settlement Date”	  	3.09
	“Termination Date”	  	3.09

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. Any
terms incorporated in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 

  
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 Section 1.04 Rules of Construction. 

Unless the context otherwise requires: 

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

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

(3) “or” is not exclusive; 

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

(5) the meanings of the words “will” and “shall” are the same when used to express an obligation; 

(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 Indenture as a whole (as amended or supplemented from time to time) and not to any particular Article, Section or other subdivision of this Indenture; and 

(8) “including” means “including, without limitation.” 

ARTICLE TWO 
 THE NOTES

 Section 2.01 Form and Dating. 

Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the
“Appendix”) which is hereby incorporated in and expressly made part of this Indenture. The Initial Notes and the Trustee’s certificate of authentication therefor shall be substantially in the form of Exhibit 1 to the Appendix,
which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Trustee’s certificate of authentication therefor shall be substantially in the form of Exhibit 2 to the Appendix, which is hereby
incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Appendix are part of the terms of this Indenture. Subject to compliance with
Section 4.09, the aggregate principal amount of the Notes that may be issued under this Indenture is unlimited. To the extent any provision of the Notes conflicts with any provision of this Indenture, the provisions of this Indenture shall
govern and be controlling. 

  
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 Section 2.02 Execution and Authentication. 

An Officer of the Company shall sign the Notes on behalf of the Company by manual or facsimile signature. 

If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note
shall be valid nevertheless. 
 A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of
authentication on the Note. The Trustee’s signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 

On the Initial Issuance Date, upon receipt of a written order of the Company, the Trustee shall authenticate and deliver $200,000,000 of
8.000% Senior Notes due 2020 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in a written order of the Company. Such order shall
specify the aggregate principal amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes
pursuant to Section 2.13 after the Initial Issuance Date, shall certify that such issuance is in compliance with Section 4.09. 

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as
any Registrar, Paying Agent or agent for service of notices and demands. 
 Section 2.03 Registrar and Paying Agent. 

The Company shall at all times maintain an office or agency in the United States where Notes may be presented for registration of transfer or
for exchange (the “Registrar”) and an office or agency in the United States where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and
exchange (the “Register”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar, and the term “Paying Agent” includes any
additional paying agent. 
 The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to
this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary may act as Paying Agent or Registrar. 

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Notes at the Corporate Trust Office of the
Trustee. 
 Section 2.04 Paying Agent to Hold Money in Trust. 

Prior to 11:00 a.m., New York City time, on each due date of the principal, premium, if any, and interest on any Note, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal, premium, if any, and interest when so becoming due. The Company shall require each Paying Agent (other than the 

  
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Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of, premium,
if any, or interest on the Notes and shall notify the Trustee of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund for the benefit of the Trustee and the Noteholders. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with
this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent. 

Section 2.05 Noteholder Lists. 

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
of Noteholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee in writing, at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders. 
 Section 2.06 Transfer
and Exchange. 
 The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for
registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform
Commercial Code are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements
are met. The Company may require payment of a sum sufficient to cover any taxes, assessments or other governmental charges in connection with any exchange or transfer pursuant to this Section (other than any such transfer taxes, assessments or
similar governmental charge payable upon exchange or transfer pursuant to Section 3.06, 4.10, 4.15 or 9.05). 
 Section 2.07
Replacement Notes. 
 If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been
lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other requirements of
the Company and the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect itself and in the judgment of the Company to protect the Company, the Trustee,
the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note. In the event any such Note shall have matured, instead of
issuing a new Note, the Company may direct the Trustee to pay the same without surrender thereof upon the Holder furnishing the Company and the Trustee with an indemnity bond satisfactory to them and complying with such other reasonable regulations
as the Trustee may prescribe and paying such reasonable expenses as the Company and the Trustee may incur in connection therewith. 
 Every
replacement Note is an additional obligation of the Company. 

  
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 Section 2.08 Outstanding Notes. 

Notes outstanding at any time are all Notes authenticated by the Trustee except for 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 2.07, it ceases to be outstanding unless the Trustee, any provider of an indemnity bond and the
Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. 
 If the Paying Agent segregates and
holds in trust, in accordance with this Indenture, by 11:00 a.m., New York City time, on a redemption date or other maturity date money sufficient to pay all principal, interest, premium, if any, and Additional Interest, if any, payable on that date
with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) shall cease to be outstanding and interest and Additional Interest, if any, on them shall
cease to accrue. 
 Section 2.09 Temporary Notes. 

Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes and
deliver them in exchange for temporary Notes. 
 Section 2.10 Cancellation. 

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange, replacement or payment. The Trustee and no one else shall cancel (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer,
exchange, replacement, payment or cancellation. Upon written request, the Trustee will deliver a certificate of such cancellation to the Company. The Company may not issue new Notes to replace Notes they have paid or delivered to the Trustee for
cancellation. 
 Section 2.11 Defaulted Interest. 

If the Company defaults in a payment of interest on the Notes, the Company shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the Persons who are Noteholders on a subsequent special record date. The Company shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall promptly mail to each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 

  
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 Section 2.12 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 2.13 Issuance of Additional Notes. 

The Company shall be entitled, subject to its compliance with Section 4.09, to issue Additional Notes under this Indenture which shall
have identical terms as the Initial Notes issued on the Initial Issuance Date, other than with respect to the date of issuance, issue price, the date from which interest begins to accrue and the initial interest payment date. The Initial Notes, any
Additional Notes and all Exchange Notes shall be treated as a single class for all purposes under this Indenture, including waivers, consents, directions, declarations, amendments, redemptions and offers to purchase. 

With respect to any Additional Notes, the Company shall set forth in an Officers’ Certificate, which shall be delivered to the Trustee,
the following information: 
 (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this
Indenture; 
 (2) the issue price, the issue date (and the corresponding date from which interest shall accrue thereon and the first
interest payment date therefor) and the CUSIP number and any corresponding ISIN of such Additional Notes; provided, however, that any issuance of Additional Notes (i) is treated as part of the same issue as the Initial Notes within the
meaning of Treasury Regulation § 1.1275-1(f), (ii) is a qualified reopening of the Initial Notes issued on the Initial Issuance Date within the meaning of Treasury Regulation § 1.1275-2(k), or (iii) is otherwise fungible with
such Initial Notes for U.S. federal income tax purposes, in the case of each of clauses (i), (ii) and (iii), so that such Additional Notes will trade as part of a single class with such Initial Notes; and 

(3) whether such Additional Notes shall be Transfer Restricted Securities and issued in the form of Initial Notes as set forth in Exhibit 1 to
the Appendix or shall be issued in the form of Exchange Notes as set forth in Exhibit 2 to the Appendix. 
 ARTICLE THREE 

REDEMPTION AND PREPAYMENT 

Section 3.01 Notices to Trustee. 

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they shall furnish to the
Trustee, at least five (5) Business Days (unless a shorter period shall be agreeable to the Trustee) before the date of giving notice of the redemption 

  
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pursuant to Section 3.03, a written notice setting forth (i) the clause of Section 3.07 pursuant to which the redemption shall occur, (ii) the proposed redemption date,
(iii) the aggregate principal amount of Notes to be redeemed, and (iv) whether the Company requests that the Trustee give notice of such redemption. Any such notice to the Trustee may be cancelled at any time prior to the mailing of notice
of such redemption to any Holder and shall thereupon be void and of no effect. 
 Section 3.02 Selection of Notes to Be
Redeemed. 
 If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the
Holders of the Notes as follows: (1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or (2) if the Notes are not
listed on any national securities exchange, on a pro rata basis by lot, or such other method as acceptable to the Trustee, subject to the authorized denomination for the Notes (or, in the case of Global Notes, the Trustee shall select Notes for
redemption based on DTC’s method of selection). In the event of partial redemption other than on a pro rata basis, the particular Notes to be redeemed shall be selected by the Trustee, not less than five (5) Business Days prior to the
giving of notice of the redemption pursuant to Section 3.03, from the outstanding Notes not previously called for redemption. 
 The
Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in
amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not in amounts of $2,000 or a whole multiple of
$1,000, shall be redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 

The provisions of the preceding paragraph of this Section 3.02 shall not apply with respect to any redemption affecting only a Global
Note, whether such Global Note is to be redeemed in whole or in part. In case of any such redemption in part, the unredeemed portion of the principal amount of the Global Note shall be in an authorized denomination. 

Section 3.03 Notice of Redemption. 

At least 30 days but not more than 60 days before a redemption date (except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with a Legal Defeasance, Covenant Defeasance or Discharge), the Company shall mail or cause to be mailed a notice of redemption to each Holder whose Notes are to be redeemed at its registered
address. 
 The notice shall identify the Notes to be redeemed and shall state: 

(a) the redemption date; 
 (b)
the redemption price or, if the redemption price is not then determinable, the manner in which it is to be determined; 

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

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

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

(f) that, unless the Company defaults in making such redemption payment, interest and Additional Interest, if any, on Notes called for
redemption shall cease to accrue on and after the redemption date and the only remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed; 

(g) the Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and 

(h) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on
the Notes. 
 If any of the Notes to be redeemed 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 redemption. 
 At the Company’s request, the Trustee shall give
the notice of optional redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, as provided in Section 3.01, written notice requesting that the Trustee give such
notice and a form of such notice of optional redemption. 
 Section 3.04 Effect of Notice of Redemption. 

Once notice of redemption is mailed in accordance with Section 3.03 hereof, subject to the following sentence, Notes called for
redemption become irrevocably due and payable on the applicable redemption date at the applicable redemption price. Notice of any redemption, including upon an Equity Offering, may, at the Company’s discretion, be subject to one or more
conditions precedent, including completion of the related Equity Offering. If mailed in the manner provided for in Section 3.03, the notice of redemption shall be conclusively presumed to have been given whether or not a Holder receives such
notice. 
 Section 3.05 Deposit of Redemption Price. 

Prior to 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent (or, if the Company or a
Subsidiary thereof is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.04 hereof) money sufficient in same day funds to pay the redemption price of and accrued interest and Additional Interest, if any, on all
Notes to be redeemed on that date. The Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of and accrued interest and Additional
Interest, if any, on all Notes to be redeemed. 

  
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 If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest and Additional Interest, if any, shall cease to accrue on the Notes or the portions of Notes called for redemption whether or not such Notes are presented for payment, and the only remaining right of the Holders of such
Notes shall be to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply
with the preceding paragraph, interest shall be paid on the unpaid principal and premium, if any, from the redemption date until such amount is paid, and to the extent lawful, on any interest and Additional Interest, if any, not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06 Notes Redeemed in
Part. 
 Upon surrender of a Note that is redeemed in part, the Company shall issue in the name of the applicable Holder and the Trustee
shall authenticate for such Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. 

Section 3.07 Optional Redemption. 

(a) Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the Company shall not have the option to redeem the
Notes pursuant to this Section 3.07 prior to June 1, 2016. On or after June 1, 2016, the Company shall have the option to redeem the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed 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), if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 
  


					
	 YEAR
	  	PERCENTAGE	 
	 2016
	  	 	104.000	% 
	 2017
	  	 	102.000	% 
	 2018 and thereafter
	  	 	100.000	% 

 (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to
June 1, 2015, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture at a redemption price of 108.000% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, thereon 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), with the net cash proceeds of one or more Equity Offerings, provided that, with respect to each such redemption: 

(i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture
remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries); and 

(ii) such redemption occurs within 180 days after the date of the closing of the related Equity Offering. 

  
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 (c) Prior to June 1, 2016, the Company may redeem on one or more occasions all or part of
the Notes at a redemption price equal to the sum of: 
 (i) 100% of the principal amount thereof, plus 

(ii) the Make Whole Premium at the redemption date, 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). 
 (d) The Notes may also be redeemed, as a whole, following certain
Change of Control Offers, at the redemption price and subject to the conditions set forth in the last paragraph of Section 4.15 hereof. 

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06
hereof. 
 Section 3.08 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 3.09 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 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 validly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) 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 3.09 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”); 

  
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 (b) the Offer Amount and the purchase price; 

(c) that any Note not tendered or accepted for payment shall continue to accrue interest and Additional Interest, if any; 

(d) that, unless the Company defaults in paying the offer amount, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest and Additional Interest, if any, after the Settlement Date; 
 (e) that Holders electing to have a Note purchased
pursuant to any Asset Sale Offer shall be required to surrender the Note, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed and such customary documents as the Company may reasonably
request, to the Company or a Paying Agent at the address specified in the notice, before the Termination Date; 
 (f) 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, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note
the Holder delivered for purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (g) that, if
the aggregate 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 the
applicable agent or trustee for the Pari Passu Indebtedness shall select the Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such
adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased); and 

(h) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. 

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 validly tendered (and not validly withdrawn) pursuant to the Asset Sale Offer in the aggregate 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 3.09 and Section 4.10. 

  
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 Prior to 11:00 a.m., New York City time, 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, together with accrued and unpaid interest and Additional
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, and the Company shall issue a new
Note, and the Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company
to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on or before the Settlement Date. 

ARTICLE FOUR 
 COVENANTS

 Section 4.01 Payment of Notes. 

The Company shall pay or cause to be paid the principal of, interest, premium, if any, and Additional Interest, if any, on, the Notes on the
dates and in the manner provided in the Notes. Principal, interest, premium, if any, and Additional Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 11:00
a.m., New York City 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 principal, interest, premium, if any, and Additional Interest, if any, then due. 

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium,
if any, at the rate specified therefor in the Notes to the extent lawful; and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any
(without regard to any applicable grace period), at the same rate to the extent lawful. 
 The Company shall notify the Trustee, in writing,
of the amounts and payment dates of any Additional Interest that may become payable under any Registration Rights Agreement. 

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

  
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 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 where the Notes may be presented or surrendered for payment, the
Company shall forthwith designate and maintain such an office or agency, in order that the Notes shall at all times be payable. 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. 
 The Company hereby designates the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03. 
 Section 4.03 Reports. 

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

(i) all quarterly and annual financial 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 
 (ii) 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 shall
at all times comply with TIA § 314(a). 
 (b) For as long as the Notes remain outstanding, if at any time the Company is not filing the
reports required by this Section 4.03 with the SEC, the Company shall furnish to the Holders of the Notes, and to securities analysts and prospective investors in the Notes, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act. 
 (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries,
then, to the extent material, 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 of the Company. 
 (d) The availability of the
information or reports required by paragraph (a) of this Section 4.03 on the website of the SEC shall be deemed to satisfy all requirements hereunder to deliver them to any Person. 

  
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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 ending on or after December 31, 2015, 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 this Indenture, and further stating, as to each such Officer signing such certificate, that, to the best of his or her knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have knowledge, their status and what action the Company is taking or proposes to take in respect thereof). 

(b) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Company Officer becoming aware
of any Default or Event of Default, written notice specifying such Default or Event of Default, its status and what action the Company is taking or proposes to take in respect thereof. 

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. 

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 this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee,
but shall suffer and permit the execution of every such power as though no such law has been enacted. 

  
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 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 (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the 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) repurchase, redeem or otherwise acquire or retire for value (including 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 repurchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes or any Subsidiary Guarantee (excluding (a) any intercompany Indebtedness between or among
the Company and any of its Restricted Subsidiaries, (b) the purchase, repurchase or other acquisition of Indebtedness that is subordinated in right of payment to the Notes or the Subsidiary Guarantees acquired in anticipation of satisfying a
sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or other acquisition, and (c) any payment of principal or interest at the Stated Maturity thereof); 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: 

(I) no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such
Restricted Payment; 
 (II) 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 hereof; and 
 (III) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by
the Company and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (8), (9) and (11) of the next succeeding paragraph) after the 2020 Notes Issuance Date, 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 December 31, 2011 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 

  
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 (b) 100% of the aggregate net cash proceeds and the Fair Market Value of any
Capital Stock of Persons engaged primarily in the Oil and Gas Business or any other assets that are used or useful in the Oil and Gas Business, in each case received by the Company after the 2020 Notes Issuance Date 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 Restricted Subsidiary of the Company), plus 

(c) to the extent that any Restricted Investment made after the date of the Indenture is sold for cash or otherwise liquidated
or repaid for cash, the cash return of capital to the Company or any of its Restricted Subsidiaries with respect to such Restricted Investment (less the cost of disposition, if any), plus 

(d) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances or other transfers of
assets in each case to the Company or any of its Restricted Subsidiaries from any Person (including without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, 

in each case to the extent such amounts have not been included in Consolidated Net Income for any period commencing on or after the 2020 Notes Issuance Date.

 The preceding provisions will not prohibit: 

(1) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment
would have complied with the provisions of this Indenture; 
 (2) the repurchase, redemption, defeasance or other acquisition or retirement
for value 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 (a) contribution (other than from a Restricted
Subsidiary of the Company) to the equity capital of the Company or (b) sale (other than to a Restricted Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock), with a sale being deemed substantially
concurrent if such repurchase, redemption, defeasance or other acquisition or retirement for value occurs not more than 120 days after such sale; provided, however, that the amount of any such net cash proceeds that are utilized for any such
repurchase, redemption, defeasance or other acquisition or retirement for value will be excluded from clause III(b) of the first paragraph of this Section 4.07; 

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value 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 such Restricted Subsidiary’s Equity Interests on a pro rata basis; 
 (5) so long as no Default (other than a Reporting
Default) or Event of Default shall have occurred and be continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company
pursuant to any director or employee equity subscription agreement or equity option agreement or other employee benefit plan or to satisfy obligations under any Equity Interests appreciation rights or option plan or similar arrangement; provided,
however, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any calendar year (with any portion of such $5.0 million amount that is unused in any calendar year to
be carried forward to successive calendar years and added to such amount) plus, to the extent not previously applied or included, 

(a) the cash proceeds received by the Company or any of its Restricted Subsidiaries from sales of Equity Interests of the
Company to employees or directors of the Company or its Affiliates that occur after the 2020 Notes Issuance Date (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted
Payments by virtue of clause (III)(b) of the first paragraph of this Section 4.07); and 
 (b) the cash proceeds of key
man life insurance policies received by the Company or any of its Restricted Subsidiaries after the 2020 Notes Issuance Date; 
 (6)
repurchases of Indebtedness that is subordinated in right of payment to the Notes or a Subsidiary Guarantee at a purchase price not greater than (i) 101% of the principal amount of such subordinated Indebtedness in the event of a Change of
Control or (ii) 100% of the principal amount of such subordinated Indebtedness in the event of an Asset Sale, in each case plus accrued and unpaid interest thereon, in connection with any Change of Control Offer or asset sale offer required by
the terms of such Indebtedness, but only if: 
 (a) in the case of a Change of Control, the Company has first complied with
and fully satisfied its obligations under Section 4.15; or 
 (b) in the case of an Asset Sale, the Company has complied
with and fully satisfied its obligations in accordance with Section 4.10; 
 (7) the repurchase, redemption or other acquisition or
retirement for value of Equity Interests of the Company or any Restricted Subsidiary of the Company representing fractional shares of such Equity Interests in connection with a merger or consolidation involving the Company or such Restricted
Subsidiary or any other transaction permitted by this Indenture; 
 (8) repurchases of Equity Interests deemed to occur upon the exercise or
conversion of stock options, restricted stock, phantom stock, warrants, incentives, rights to acquire Equity Interests or other derivative securities if such Equity Interests represent a portion of the exercise, exchange or conversion price thereof;


  
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 (9) 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 officers, directors or employees of the Company or any of its Restricted Subsidiaries in connection with the exercise or vesting of any equity
compensation (including, without limitation, stock options, restricted stock, phantom stock, warrants, incentives, rights to acquire Equity Interests or other derivative securities) in order to satisfy any tax withholding obligation with respect to
such exercise or vesting; 
 (10) any payments in connection with a consolidation, merger or transfer of assets in connection with a
transaction that is not prohibited by this Indenture not to exceed $5.0 million in the aggregate after the 2020 Notes Issuance Date; or 

(11) so long as no Default (other than a Reporting Default) or Event of Default shall have occurred and be continuing or would be caused
thereby, other Restricted Payments in an aggregate amount not to exceed $25.0 million since the 2020 Notes Issuance Date. 
 The amount of
all Restricted Payments (other than cash) will be the Fair Market Value, on the date of the Restricted Payment, of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Company or any
of its Restricted Subsidiaries, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by this covenant will be determined in accordance with
the definition of that term. For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses
(1)-(11), the Company will be permitted to divide or classify (or later divide, 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. 

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 of the Company 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) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. 

  
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 However, the preceding restrictions of this Section 4.08 will not apply to encumbrances or
restrictions existing under or by reason of: 
 (1) agreements (including in respect of any Credit Facilities) as in effect on the date of
this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements (or the agreements referred to in this clause (1)), or the Indebtedness to which those
agreements (or the agreements referred to in this clause (1)) relate, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as
a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of this Indenture, as determined by the chief executive officer and chief financial officer of the Company in
their reasonable and good faith judgment; 
 (2) this 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 (except to the extent such Indebtedness or Capital Stock was incurred in
connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;
provided that, in the case of Indebtedness, such Indebtedness was otherwise permitted by the terms of this Indenture to be incurred; 

(5) instruments governing other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred pursuant to an
agreement entered into subsequent to the date of this Indenture in accordance with Section 4.09; provided that the provisions relating to such encumbrance or restriction contained in such instruments are not materially more restrictive,
taken as a whole, than the provisions contained in the Credit Agreement and in this Indenture as in effect on the date of this Indenture, as determined by the Board of Directors of the Company in its reasonable and good faith judgment; 

(6) customary non-assignment provisions in Hydrocarbon purchase and sale or exchange agreements or similar operational agreements or in
licenses or leases, in each case entered into in the ordinary course of business; 
 (7) Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case for property acquired in the ordinary course of business that impose restrictions on that property purchased or leased of the nature described in clause (3) of the preceding paragraph; 

(8) 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; 
 (9) Permitted Refinancing Indebtedness, provided that the restrictions contained
in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced, as determined by the Board of Directors of
the Company in its reasonable and good faith judgment; 

  
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 (10) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of
Section 4.12 that limit the right of the debtor to dispose of the assets subject to such Liens; 
 (11) provisions limiting the
disposition or distribution of assets or property in Joint Venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into (a) in the ordinary course of business, or (b) with the approval of the
Company’s Board of Directors, which limitations are applicable only to the assets or property that are the subject of such agreements; 

(12) any agreement or instrument relating to any property or assets acquired after the date of this Indenture, so long as such encumbrance or
restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition; 
 (13)
restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business; 

(14) customary encumbrances and restrictions contained in agreements of the types described in the definition of “Permitted Business
Investments”; 
 (15) Hedging Contracts permitted from time to time under this Indenture; 

(16) the issuance of preferred securities by a Restricted Subsidiary of the Company or the payment of dividends thereon in accordance with the
terms thereof; provided that issuance of such preferred securities is permitted pursuant to Section 4.09 and the terms of such preferred securities do not expressly restrict the ability of a Restricted Subsidiary of the Company to pay
dividends or make any other distributions on its Equity Interests (other than requirements to pay dividends or liquidation preferences on such preferred securities prior to paying any dividends or making any other distributions on such other Equity
Interests); and 
 (17) any Permitted Investment. 

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, the Company will not issue any Disqualified Stock, and the Company will not permit any
of its Restricted Subsidiaries to issue any preferred securities; provided, however, that the Company and any of its Restricted Subsidiaries may incur Indebtedness, the Company may issue Disqualified Stock or a Guarantor may issue preferred
securities, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is
incurred or such Disqualified Stock or preferred securities are issued, as the case may be, would have been at least 2.25 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 or preferred securities had been issued, as the case may be, at the beginning of such four-quarter period. 

  
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 The first paragraph of this Section 4.09 will not prohibit the incurrence of any of the
following items of Indebtedness or the issuance of any Disqualified Stock described in clause (5) or (12) or any preferred securities described in clause (11) below (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, provided that, after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred 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) and then outstanding does not exceed the greater of (a) $750.0 million and (b) the sum of $300.0 million and 30.0% of the Company’s Adjusted Consolidated
Net Tangible Assets; 
 (2) the incurrence by the Company or its Restricted Subsidiaries of the Existing Indebtedness; 

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by (a) the Notes issued and sold on the Initial Issuance
Date and the related Subsidiary Guarantees and (b) the Exchange Notes to be issued pursuant to any Registration Rights Agreement and the related Subsidiary Guarantees; 

(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 construction or improvement of property, plant or equipment used in the business of the Company or such
Restricted Subsidiary and related financing costs, and Attributable Debt in respect of sale and leaseback transactions, including all Permitted Refinancing Indebtedness incurred to extend, refinance, renew, replace, defease or refund any
Indebtedness incurred pursuant to this clause (4), provided that after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed the
greater of (a) $25.0 million and (b) 2.5% of the Company’s Adjusted Consolidated Net Tangible Assets; 
 (5) the incurrence
or issuance 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 extend, refinance, renew, replace, defease, discharge, refund or otherwise retire for
value, in whole or in part, Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness) or Disqualified Stock of the Company, in each case that was permitted by this Indenture to be incurred or issued
under this Indenture (including Indebtedness previously incurred or Disqualified Stock previously issued pursuant to this clause (5)); 

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among any of 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 a Guarantor is the obligor on such


  
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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 (as of the date of such issuance, sale or transfer) 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 obligations under Hedging Contracts; 

(8) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or any of its Restricted Subsidiaries
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 Hydrocarbon balancing positions arising in the ordinary course of business and consistent with past practice; 

(10) 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 or any of its Restricted Subsidiaries with respect to letters of credit
supporting such obligations (in each case other than an obligation for money borrowed); 
 (11) the issuance by any of the Company’s
Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any preferred securities; provided, however, that: 

(a) any subsequent issuance or transfer of Equity Interests that results in any such preferred securities being held by a
Person other than the Company or a Restricted Subsidiary of the Company; and 
 (b) any sale or other transfer of any such
preferred securities to a Person that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an issuance (as of the date of such issuance, sale or transfer) of such preferred securities by
such Restricted Subsidiary that was not permitted by this clause (11); 
 (12) the incurrence by the Company or its Restricted Subsidiaries
of Permitted Acquisition Indebtedness; 

  
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 (13) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; 

(14) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness consisting of the financing of insurance premiums in
customary amounts consistent with the operations and business of the Company and the Restricted Subsidiaries; 
 (15) the incurrence by the
Company or its Restricted Subsidiaries of Indebtedness (other than for money borrowed) in respect of bid, performance, surety, plugging and abandonment or similar bonds issued for the account of the Company or any of its Restricted Subsidiaries in
the ordinary course of business; 
 (16) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from
agreements of the Company or any Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition
of any business, assets or Capital Stock of a Subsidiary in a transaction permitted by this Indenture, other than guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary for
the purpose of financing such acquisition; 
 (17) the incurrence by the Company or any of its Restricted Subsidiaries of liability in
respect of Indebtedness of any Unrestricted Subsidiary of the Company but only to the extent that such liability is the result of the Company’s or any such Restricted Subsidiary’s being a general partner or member of, or owner of an Equity
Interest in, such Unrestricted Subsidiary and not as guarantor of such Indebtedness and provided that after giving effect to any such incurrence, the aggregate principal amount of all Indebtedness incurred under this clause (17) and then
outstanding does not exceed $25.0 million; and 
 (18) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness or the issuance by the Company of additional Disqualified Stock, provided that, after giving effect to any such incurrence or issuance, the aggregate principal amount of all Indebtedness and Disqualified Stock incurred or issued
under this clause (18) and then outstanding does not exceed the greater of (a) $35.0 million and (b) 3.0% of the Company’s Adjusted Consolidated Net Tangible Assets. 

For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness or Disqualified Stock meets the
criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above, or is entitled to be incurred or issued pursuant to the first paragraph of this Section 4.09, the Company will be permitted to
divide and classify (or later classify, reclassify or re-divide in whole or in part in its sole discretion) such item of Indebtedness or Disqualified Stock in any manner that complies with this Section 4.09. Any Indebtedness under Credit
Facilities outstanding on the date of this Indenture shall initially be considered incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. For purposes of determining any particular amount
of Indebtedness under this covenant, (i) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness otherwise included in the determination of such amount shall not also be included


  
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and (ii) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the definition of
“Permitted Debt” and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included. 

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 or preferred securities in the form of additional shares of the same class of Disqualified Stock or preferred securities will not be deemed to be an
incurrence of Indebtedness or an issuance of Disqualified Stock or preferred securities 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.
Further, the accounting reclassification of any obligation of the Company or any of its Restricted Subsidiaries as Indebtedness will not be deemed an incurrence of Indebtedness for purposes of this Section 4.09. 

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 (including by way of relief from, or any Person
assuming responsibilities for, any liabilities, contingent or otherwise) 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; and 

(2) at least 75% of the aggregate consideration received by the Company and its Restricted Subsidiaries in the Asset Sale is in the form of
cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: 
 (a) any
liabilities, as shown on the Company’s or any Restricted Subsidiary’s most recent balance sheet, of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right
of payment to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; 

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

(c) accounts receivable of a business retained by the Company or any of its Restricted Subsidiaries, as the case may be,
following the sale of such business, provided that such accounts receivable (i) are not past due more than 90 days and (ii) do not have a payment date greater than 120 days from the date of the invoices creating such accounts
receivable; and 
 (d) all other forms of consideration (except cash and Cash Equivalents) received for all Asset Sales since
the 2020 Notes Issuance Date to the extent that the Fair 

  
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Market Value of all such other forms of consideration does not exceed in the aggregate 15% of the Adjusted Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries on a
consolidated basis at the time each determination is made. 
 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the
Company (or any 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; 
 (II) to invest in or acquire Additional Assets; or 

(III) to make capital expenditures in respect of the Company’s or its Restricted Subsidiaries’ Oil and Gas Business.

 The requirement of clause (II) or (III) of the preceding paragraph shall be deemed to be satisfied if a bona fide binding contract
committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Company within the time period specified in the
preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within six months following the date such agreement is entered into. 

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

On the 366th day after an Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then
exceeds $20.0 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 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 principal amount plus accrued and unpaid interest and Additional 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, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company
or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of
Excess Proceeds, the Trustee will select the Notes and the applicable agent or trustee for the Pari Passu Indebtedness shall select such 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 $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). Upon surrender of a Note that is repurchased in part, the Company shall issue in the name of the applicable
Holder and the Trustee shall authenticate for such Holder at the expense of the Company a new Note equal in principal amount to the non-repurchased portion of the Note surrendered. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds will be reset at zero. 

  
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 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 compliance. 

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 of the
Company (each, an “Affiliate Transaction”), 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 

(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 $25.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11; and 

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

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 agreement or arrangement, equity award, equity option or equity appreciation
agreement or plan, employee benefit plan, officer or director indemnification agreement, severance agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of
business, and payments, awards, grants or issuances of securities pursuant thereto; 

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

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the
Company owns, directly or indirectly, an Equity Interest in, or otherwise controls, such Person; 
 (4) customary compensation,
indemnification and other benefits made available to officers, directors or employees of the Company or a Restricted Subsidiary or Affiliate of the Company, including reimbursement or advancement of out-of-pocket expenses and provisions of
officers’ and directors’ liability insurance; 
 (5) sales of Equity Interests (other than Disqualified Stock) to, or receipt of
capital contributions from, Affiliates of the Company; 
 (6) any Permitted Investments or Restricted Payments that are permitted by
Section 4.07; 
 (7) transactions between the Company or any of its Restricted Subsidiaries and any Person that would not otherwise
constitute an Affiliate Transaction except for the fact that one director of such other Person is also a director of the Company or such Restricted Subsidiary, as applicable; provided that such director abstains from voting as a director of
the Company or such Restricted Subsidiary, as applicable, on any matter involving such other Person; 
 (8) any transaction in which the
Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of this Section 4.11; 

(9) (a) guarantees by the Company or any of its Restricted Subsidiaries of performance of obligations of the Company’s Unrestricted
Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Company or any Restricted Subsidiary of the Company of Equity Interests in Unrestricted Subsidiaries for
the benefit of lenders or other creditors of the Company’s Unrestricted Subsidiaries; 
 (10) any Affiliate Transaction with a Person
in its capacity as a holder of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary of the Company if such Person is treated no more favorably than the other holders of Indebtedness or Capital Stock of the Company or such
Restricted Subsidiary; 
 (11) in the case of contracts providing for the buying, selling or marketing of Hydrocarbons or operating,
construction, storage, platform use or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any of
its Restricted Subsidiaries with unrelated third parties, or if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on
an arm’s length basis; and 
 (12) transactions with Unrestricted Subsidiaries, customers, clients, suppliers or purchasers or sellers
of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking into account all the costs and benefits
associated with such transactions), not materially less favorable to the Company and 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 any Company Officer involved in or otherwise familiar with such transaction, or are on terms at least as favorable as might reasonably have been obtained at such
time from an unaffiliated party. 

  
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 In addition, if the Company or any of its Restricted Subsidiaries purchases or otherwise acquires
assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of the Company of an interest in all or a portion of the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause
such purchase or acquisition by the Company or a Restricted Subsidiary to be deemed an Affiliate Transaction), and if the Company or any of its Restricted Subsidiaries sells, conveys or otherwise disposes of assets or other properties to a Person
who is not an Affiliate, the sale or other disposition by an Affiliate of the Company of an interest in all or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by the
Company or a Restricted Subsidiary to be deemed an Affiliate Transaction). 
 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) upon any of their property or assets (whether now owned or hereafter acquired), securing Indebtedness, unless the Notes or the Subsidiary Guarantee of such Restricted Subsidiary,
as applicable, is secured on an equal and ratable basis with (or, in the case of obligations subordinated in right of payment to the Notes or such Subsidiary Guarantee, as the case may be, on a basis senior (to at least the same extent as the Notes
are senior in right of payment) to) the obligations so secured until such time as such obligations are no longer secured by a Lien. 
 Any
Lien on any property or assets of the Company or any of its Restricted Subsidiaries created for the benefit of the Holders of the Notes pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and
unconditionally released and discharged at such time as there are no other Liens of any kind (other than Permitted Liens) on such property or assets securing Indebtedness. 

Section 4.13 Additional Subsidiary Guarantees. 

If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other
Indebtedness of the Company or any Indebtedness of any Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any of the Credit Facilities, then in either case that
Subsidiary shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within 30 Business Days of the date on 

  
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which it guaranteed or incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however,
that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding
the preceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Guarantor ceases both
(x) to guarantee any other Indebtedness of the Company and any Indebtedness of any other Guarantor (except as a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit
Facility. 
 Each Subsidiary Guarantee shall also be released in accordance with Article 10. 

Section 4.14 Existence. 

Except as otherwise permitted pursuant to the terms hereof (including consolidation and merger permitted by Section 5.01), 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, limited liability company 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 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. 

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 $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal
amount of Notes repurchased, plus accrued and unpaid interest and Additional 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 or transactions that constitute 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 validly withdrawn pursuant to the Change of Control Offer 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; 

  
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 (c) that the Change of Control Offer will expire as of the time and date specified in such notice
and that the Company shall pay the Change of Control Payment for all Notes accepted for purchase promptly thereafter on the Change of Control Settlement Date; 

(d) that any Note not tendered will continue to accrue interest and Additional Interest, if any; 

(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 and Additional Interest, if any, 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; 

(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, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have the Notes purchased; and 

(h) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000. 

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 compliance. 

On or before the Change of Control Settlement Date, the Company shall, to the extent lawful, accept for payment all Notes or portions thereof
(in minimum denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000) properly tendered (and not validly withdrawn) pursuant to the Change of Control Offer. Promptly after such acceptance, on the Change of Control Settlement
Date, the Company shall: 
 (i) 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 not validly withdrawn); and 
 (ii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company. 

  
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 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 book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of
$1,000 in excess of $2,000. 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. 

The Change of Control provisions of this Section 4.15 shall be applicable whether or not any other provisions of this Indenture are
applicable. 
 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 or any Guarantor shall either repay all of its other outstanding Indebtedness or obtain the requisite consents, if any, under all agreements governing such Indebtedness to permit the repurchase of Notes required by this
Section 4.15. 
 The Company shall not be required to make a Change of Control Offer following a Change of Control if (1) a third
party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in this Section 4.15 applicable to a Change of Control Offer made by the Company and purchases all Notes properly
tendered and not validly withdrawn under such Change of Control Offer or (2) notice of redemption of all Notes has been given pursuant to Section 3.07, unless there is a default in payment of the applicable redemption price. 

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a
definitive agreement is in place for such Change of Control at the time of making the Change of Control Offer. 
 In the event that Holders
of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company, or any third party making such Change of Control Offer in lieu of the Company as described above, 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 as provided in Section 3.03, given not more than 30 days following such purchase pursuant to the Change of Control Offer
described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price in cash equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid
interest and Additional Interest, if any, on such Notes that remain outstanding, to the date of redemption (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). 

  
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 Section 4.16 No Partial 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, supplement or amendment of any terms or provisions of this 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 in the time frame set forth in the solicitation documents relating to such consent. 

Section 4.17 Covenant Termination. 

If at any time (a) the Notes have an Investment Grade Rating, (b) no Default (other than a Reporting Default) has occurred and is
continuing under this Indenture and (c) the Company has delivered to the Trustee an Officers’ Certificate certifying to the foregoing provisions of this sentence, the Company and its Restricted Subsidiaries will no longer be subject to the
provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.18, and clause (d) of Section 5.01 of this Indenture. However, the Company and its Restricted Subsidiaries will remain subject to all of the other provisions of this
Indenture. 
 Section 4.18 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 as an Unrestricted Subsidiary will be deemed to be either (i) an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments under the first paragraph of
Section 4.07 or (ii) 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 of
the Company 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, 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. 
 ARTICLE FIVE 

SUCCESSORS 
 Section 5.01
Merger, Consolidation, or Sale of Assets. 
 The Company may not, directly or indirectly, (x) consolidate or merge with or into
another Person (whether or not the Company is the survivor), or (y) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions to another Person,
unless: 
 (a) either (1) the Company is the survivor 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 Person 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, this Indenture and the applicable Registration Rights Agreement
pursuant to a supplemental indenture; 
 (c) immediately after such transaction, no Default or Event of Default exists; 

(d) either: 
 (i)
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 immediately 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, 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 
 (ii)
immediately after giving effect to such transaction and any related financing transactions on a pro forma basis as if the same had occurred at the beginning of the Company’s most recently ended four full quarters for which internal financial
statements are available immediately preceding the date of the transaction, the Fixed Charge Coverage Ratio of 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 has been made, will be equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; and 

(e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or disposition and such supplemental indenture (if any) comply with this Indenture. 
 Notwithstanding the restrictions described in
the foregoing clause (d), any Restricted Subsidiary of the Company may consolidate with, merge into or dispose of all or part of its properties and assets to the Company, and the Company will not be required to comply with the preceding clause
(e) in connection with any such consolidation, merger or disposition. 
 For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. 

  
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 Section 5.02 Successor Substituted. 

Upon any consolidation or merger in which the Company is not the surviving entity or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the Company, in each case, in accordance with Section 5.01 hereof, the surviving entity formed by such consolidation or into or with which the Company is merged or the
entity to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such
surviving entity 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 this
Indenture referring to the “Company”, shall refer instead to the surviving entity and not to the Company); and thereafter (except in the case of a lease of all or substantially all of the Company’s assets), it shall be discharged and
released from all obligations and covenants under this Indenture and the Notes. The Trustee shall enter into a supplemental indenture to evidence the succession and substitution of such successor and such discharge and release of the Company. 

ARTICLE SIX 
 DEFAULTS
AND REMEDIES 
 Section 6.01 Events of Default. 

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 involuntary or be effected by operation of law): 
 (a) the Company defaults in the payment when
due of interest or Additional Interest, if any, with respect to the Notes, and such default continues for a period of 30 days; 
 (b) the
Company defaults in the payment of the principal of or premium, if any, on the Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon acceleration or otherwise; 

(c) the Company fails to comply with the provisions of Section 5.01 hereof or to consummate a purchase of Notes when required pursuant to
the provisions of Section 3.09, 4.10 or 4.15 hereof; 
 (d) the Company fails to comply with the provisions of Section 4.03 for
180 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding of such failure; 

(e) the Company fails to comply with any other covenant or other agreement in this Indenture or the Notes (including the provisions of
Sections 3.09, 4.10 or 4.15 to the extent not described in clause (c) of this Section 6.01) for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding of such
failure; 

  
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 (f) 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 Initial Issuance Date, if such default: 
 (i) 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 

(ii) 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 $25.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such
Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default (but not any consequential
acceleration of the Notes) shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 

(g) the Company or any of its Restricted Subsidiaries fails to pay final judgments aggregating in excess of $25.0 million (to the extent not
covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days; 

(h) (i) 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 (ii) any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee, except, in each case, by reason of the release of such Subsidiary Guarantee in
accordance with the provisions of this Indenture; 
 (i) the Company or any of the Company’s Restricted Subsidiaries that is a
Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary of the Company, pursuant to or within the meaning of Bankruptcy Law: 

(i) commences a voluntary case, 

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

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

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

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

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

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

(ii) appoints a Custodian (x) of the Company or any of the Company’s Restricted Subsidiaries that is a Significant
Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary of the Company, or (y) for all or substantially all of the property of the Company or any of the
Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company, that, taken together, would constitute a Significant Subsidiary of the Company; or 

(iii) orders the liquidation of the Company or any of the Company’s Restricted Subsidiaries that is a Significant
Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary of the Company; 

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

Section 6.02 Acceleration. 

If any Event of Default occurs and is continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes, by written notice to the Company with a copy to the Trustee, may declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, together
with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Notwithstanding the preceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the
Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all
outstanding Notes shall become due and payable immediately without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. The Holders of a majority in principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with
respect to nonpayment of principal, interest, premium, if any, or Additional Interest, if any, that have become due solely because of the acceleration) have been cured or waived. 

  
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 Section 6.03 Other Remedies. 

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

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay
or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 

Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the
Notes waive (including in connection with a purchase of, or tender offer or exchange offer for, Notes) any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the
principal of, or interest, premium, if any, or Additional Interest, if any, on 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 Control by Majority. 

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. Notwithstanding any provision to the contrary in this Indenture, the Trustee is under no obligation to exercise any of its rights or powers
under this Indenture at the direction or request of any Holder, unless such Holder shall offer to the Trustee security and indemnity satisfactory to the Trustee against any fee, loss, liability or expense. 

Section 6.06 Limitation on Suits. 

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if: 

(a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; 

(b) the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

 (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity or security satisfactory to the
Trustee against any fee, loss, liability or expense; 

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

Section 6.07 Rights of Holders of Notes to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of and interest,
premium, if any, and Additional Interest, if any, on, the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08 Collection Suit by Trustee.

 If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is authorized to recover
judgment in its own name and as trustee of an express trust against the Company and the Guarantors for the whole amount of principal of, interest, premium, if any, and Additional Interest, if any, remaining unpaid on the Notes and interest on
overdue principal and, to the extent lawful, interest and Additional Interest, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 
 Section 6.09 Trustee is Authorized to File Proofs of Claim. 

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

  
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 Section 6.10 Priorities. 

If the Trustee collects any money or property pursuant to this Article, it shall pay out the money or property in the following order: 

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the Trustee’s costs and expenses of collection; 
 Second: to
Holders of Notes for amounts due and unpaid on the Notes for principal, interest, premium, if any, and Additional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for
principal, interest, premium, if any, and Additional Interest, if any, respectively; and 
 Third: to the Company or to such party as a
court of competent jurisdiction shall direct. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10. 
 Section 6.11 Undertaking for Costs. 

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

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

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

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

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

  
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 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that: 
 (i) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02 Rights of Trustee. 

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Before the Trustee acts or refrains from acting,
it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel of its own selection and the advice or opinion of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any attorney or agent appointed by it with due care. 
 (d) The Trustee shall not be liable for any
action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

  
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 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or
notice from the Company shall be sufficient if signed by an Officer of the Company. The Trustee may, from time to time or at any time, request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers of the Company authorized at such time to deliver, on behalf of the Company, an Officers’ Certificate or order to, or otherwise take specified actions on behalf of the Company with respect to, the Trustee pursuant to this
Indenture, which Officers’ Certificate may be signed on behalf of the Company by any individual authorized, on behalf of the Company, to sign an Officers’ Certificate, including any individual specified as so authorized in any such
certificate previously delivered by the Company. 
 (f) The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders unless such Holder shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction. 
 (g) The Trustee shall have no duty to inquire as to the performance of the
Company’s covenants in Article 4 hereof. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (1) any Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or
(2) any Default or Event of Default of which a Responsible Officer shall have received written notification from the Company or Holders or obtained actual knowledge. 

(h) The permissive right of the Trustee to act hereunder shall not be construed as a duty. 

(i) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(j) The delivery of documents and information to the Trustee under Section 4.03 is for informational purposes only, and the
Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Company’s compliance with any of its covenants
hereunder. 
 (k) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and in its capacity as Trustee under any other agreement executed in connection with this Indenture to which the Trustee is a party. 

Section 7.03 Individual Rights of Trustee. 

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

  
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 Section 7.04 Trustee’s Disclaimer. 

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall
not be accountable for either Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of
any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication. 
 Section 7.05 Notice of Defaults. 

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

Section 7.06 Reports by Trustee to Holders of the Notes. 

Within 60 days after each April 15 beginning with April 15, 2016, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need
be transmitted). The Trustee also shall comply with TIA § 313(b)(2), to the extent applicable, and § 313(b)(1). The Trustee shall also transmit by mail all reports as required by TIA § 313(c). 

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

Section 7.07 Compensation and Indemnity. 

The Company shall pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee may agree in writing for
the Trustee’s acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and
counsel. 
 The Company and the Guarantors shall indemnify the Trustee, jointly and severally, against any and all losses, liabilities,
damages, claims or expenses, including taxes (other than 

  
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those based upon, measured by or determined by the income of the Trustee) and the reasonable out of pocket fees and expenses of counsel, incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether
asserted by the Company, any Guarantor or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability, damage, claim or expense
may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company and the Guarantors
shall not relieve the Company or the Guarantors of their obligations hereunder. The Company and the Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the
Guarantors shall pay the reasonable fees and expenses of such counsel; provided that the Company and the Guarantors will not be required to pay such fees and expenses if they assume the Trustee’s defense with counsel acceptable to and
approved by the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company and the Guarantors need not pay for any settlement made
without their consent, which consent shall not be unreasonably withheld. 
 The obligations of the Company and the Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture, and any removal or resignation of the Trustee under Section 7.08. 

To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee shall have a Lien prior to
the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(i) or
6.01(j) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

Section 7.08 Replacement of Trustee. 

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s
acceptance of appointment as provided in this Section. 
 The Trustee may resign in writing upon thirty (30) days’ notice at any
time and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing and
may appoint a successor trustee with the consent of the Company. The Company may remove the Trustee if: 
 (a) the Trustee fails to comply
with Section 7.10 hereof; 

  
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 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law; 
 (c) a receiver, Custodian or public officer takes charge of the Trustee or its property;
or 
 (d) the Trustee becomes incapable of acting. 

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

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

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

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

Section 7.09 Successor Trustee by Merger, etc. 

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

  
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 Section 7.10 Eligibility; Disqualification. 

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition. No obligor upon the Notes shall serve as a Trustee. 
 This
Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b). 

Section 7.11 Preferential Collection of Claims Against the Company. 

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

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time,
exercise its rights under either Section 8.02 or 8.03 hereof with respect to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. 

Section 8.02 Legal Defeasance and Discharge. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have discharged its obligations with respect to all outstanding Notes, and each Guarantor shall be deemed to have discharged its obligations with respect to
its Subsidiary Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, and each Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case shall thereafter be deemed to be “outstanding” only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of and interest, premium, if any, and Additional Interest, if
any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the 

  
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Appendix, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) the
Legal Defeasance provisions of this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. 

If the Company exercises its Legal Defeasance option, each Guarantor will be released and relieved of any obligations under its Subsidiary
Guarantee, and any security for the Notes (other than the trust) will be released. 
 Section 8.03 Covenant Defeasance. 

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Article 4 (other than those in Sections 4.01, 4.02, 4.06 and 4.14) and in clause (d) of
Section 5.01 hereof on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood
that such Notes shall not be deemed outstanding for accounting purposes to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and any Guarantor may omit to comply with
and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and
such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(f) through 6.01(h) hereof shall not constitute Events of Default. 
 If the Company exercises its Covenant Defeasance
option, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and any security for the Notes (other than the trust) will be released. 

Section 8.04 Conditions to Legal or Covenant Defeasance. 

In order to exercise either Legal Defeasance or Covenant Defeasance: 

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment banking firm, appraisal firm or firm of independent public accountants, to pay the principal of, and
interest, premium, if any, and Additional Interest, if any, on, the outstanding Notes on the date of fixed maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to the
date of fixed maturity or to a particular redemption date; 

  
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 (b) in the case of an election under Section 8.02 hereof, the Company shall deliver to the
Trustee an Opinion of Counsel confirming that: 
 (i) the Company has received a ruling from, or a ruling has been published
by, the Internal Revenue Service; or 
 (ii) since the Initial Issuance Date, there has been a change in the applicable
federal income tax law, 
 in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding
Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred; 
 (c) in the case of an election under Section 8.03 hereof, the Company shall deliver to the
Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (d) no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such
Indebtedness or other borrowing, all or a portion of the proceeds of which will be applied to such deposit pursuant to this Section 8.04); 

(e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 

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

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

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


Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the
Trustee pursuant to Section 8.04 or 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 this Indenture, to the payment, either directly or
through any Paying Agent (including the Company or any of its Subsidiaries acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, interest, premium, if
any, and Additional Interest, if any, 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 8.04 or 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 written
request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 or 8.08 hereof which, in the opinion of a nationally recognized investment banking, appraisal firm or firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance, Covenant Defeasance or Discharge, as the case may be. 
 Section 8.06 Repayment to the Company.

 Subject to applicable escheat and abandoned property laws, any money or non-callable Government Securities deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the principal of, or interest, premium, if any, or Additional Interest, if any, on, any Note and remaining unclaimed for two years after such principal, interest, premium, if
any, or Additional Interest, if any, has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
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 or non-callable Government Securities, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that, if any Note then outstanding is not in global form, 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. 

  
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 Section 8.07 Reinstatement. 

If the Trustee or Paying Agent is unable to apply any money or non-callable Government Securities in accordance with Section 8.05 hereof
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application or requiring the Trustee to turn-over such money or non-callable Government Securities, then the
Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.05 hereof; provided, however, that, if the Company makes any payment of principal of, interest, premium, if any, or Additional Interest, if any, on, any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities deposited with or held by the Trustee or Paying Agent. 

Section 8.08 Discharge. 

This Indenture shall be satisfied and discharged and shall cease to be of further effect as to all Notes issued hereunder (except for
(a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in clause (1)(B) of this Section 8.08, and as more fully set forth in such clause (1)(B), payments in respect of the principal of and
interest, premium, if any, and Additional Interest, if any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the
Appendix and (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith), and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to all the Notes, when: 
 (1) either: 

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

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

  
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 (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or
will occur as a result of the deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness or other borrowing of funds or the grant of Liens securing such Indebtedness or other borrowing, all or a portion of the
proceeds of which will be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 
 (3) the Company and the Guarantors have paid or
caused to be paid all other sums payable by them under this Indenture; 
 (4) the Company has delivered irrevocable instructions to the
Trustee to apply the deposited money toward the payment of the Notes at fixed maturity or the redemption date, as the case may be; and 

(5) the Company has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge of this Indenture (“Discharge”) have been satisfied. 
 ARTICLE NINE 

AMENDMENT, SUPPLEMENT AND WAIVER 

Section 9.01 Without Consent of Holders of Notes. 

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the
Notes without the consent of any Holder of a Note: 
 (a) to cure any ambiguity, defect or inconsistency; 

(b) to provide for uncertificated Notes in addition to or in place of certificated Notes; 

(c) to provide for the assumption of the Company’s obligations to the Holders of Notes pursuant to Article 5 hereof; 

(d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the
legal rights hereunder of any such Holder; 
 (e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of
Section 4.12 or otherwise; 
 (f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this
Indenture; 
 (g) 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 hereof; 

  
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 (h) to comply with requirements of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA; 
 (i) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee;
or 
 (j) to conform the text of this Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description
of Notes” contained in the Offering Memorandum. 
 Upon the request of the Company, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Section 9.01, 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. 

Except as provided above in Section 9.01 and below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture and the Notes may be amended or supplemented with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or
exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes). However, without the consent of each Holder affected, an amendment, supplement or waiver may
not (with respect to any Notes held by a non-consenting Holder): 
 (a) reduce the principal amount of Notes whose Holders must consent to
an amendment, supplement or waiver; 
 (b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions
with respect to the redemption or repurchase of the Notes (other than the provisions relating to the covenants in Sections 3.09, 4.10 and 4.15 hereof); 

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

(d) waive a Default or Event of Default in the payment of principal of, or interest, premium, if any, or Additional Interest, if any, on, the
Notes (except a rescission of acceleration of the Notes by the Holders of a majority in 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 principal of, or interest, premium, if any, or Additional Interest, if any, on, the Notes (except as permitted in clause (g) below); 

  
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 (g) waive a redemption or repurchase payment with respect to any Note (other than a payment
required by Sections 3.09, 4.10 and 4.15 hereof); 
 (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; or 
 (i) make any change in the preceding amendment, supplement and
waiver provisions. 
 Upon the request of the Company accompanied by Board Resolutions authorizing their 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 documents described in Section 9.06 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 9.02 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. 

Section 9.03 Compliance with Trust Indenture Act. 

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

Section 9.04 Revocation and Effect of Consents. 

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives 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,
except as provided in the second succeeding paragraph, thereafter binds every Holder. 

  
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 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 second to 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 9.04. 
 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 9.02, 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. 
 Section 9.05 Notation on or Exchange of Notes.

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

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

 Section 9.06 Trustee to Sign Amendments, etc. 

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

Section 9.07 Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein
sometimes 

  
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referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section. 

(b) Without limiting the generality of this Section, unless otherwise provided in or pursuant to this Indenture, (i) a Holder, including
a Depository or its nominee that is a Holder of a Global Note, may give, make or take, by an agent or agents duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given, made or taken by Holders, and a Depository or its nominee that is a Holder of a Global Note may duly appoint in writing as its agent or agents members of, or participants in, such Depository holding interests in such
Global Note in the records of such Depository; and (ii) with respect to any Global Note the Depository for which is DTC, any consent or other action given, made or taken by an Agent Member of DTC by electronic means in accordance with the
Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC shall be deemed to constitute the Act of the Holder of such Global Note, and such Act shall be deemed to have been delivered to the
Company and the Trustee upon the delivery by DTC of an “agent’s message” or other notice of such consent or other action having been so given, made or taken in accordance with the customary procedures of DTC. 

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

(d) The ownership of Notes shall be proved by the Register. 

(e) Without limiting the foregoing, a Holder entitled hereunder to give, make or take any action hereunder with regard to any particular Note
may do so, or duly appoint in writing any Person or Persons as its agent or agents to do so, with regard to all or any part of the principal amount of such Note. 

ARTICLE TEN 
 GUARANTEES
OF NOTES 
 Section 10.01 Subsidiary Guarantees. 

Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior unsecured basis, to
each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Company
hereunder and thereunder, that: (a) the principal of, and interest, premium, if any, and 

  
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Additional Interest, if any, 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 principal of, premium, if any, and (to the extent permitted by law) interest and Additional Interest, if any, on, the Notes, and all other payment Obligations of the Company to the Holders or the
Trustee under this Indenture or the Notes will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (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. An Event of Default under this Indenture or the Notes 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 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 this 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 any of 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 until payment in full of the 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 6 hereof 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 6 hereof, 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. 

  
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 Section 10.02 Guarantors May Consolidate, etc., on Certain Terms. 

(a) No Guarantor shall sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets
to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the 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, pursuant to a supplemental indenture substantially in the form of Annex A hereto, all
the obligations of such Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such transaction or series of related transactions complies with the provisions of Section 4.10, and
(ii) immediately after giving effect to such transaction or series of related transactions, 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 Annex A hereto, of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, the applicable Guarantor, such successor
Person shall succeed to and be substituted for such Guarantor with the same effect as if it had been named herein as a Guarantor. 

Section 10.03 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) the Company or a Restricted Subsidiary of the Company, if the sale or
other disposition complies with Section 4.10; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a
Restricted Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 and that Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (3) if the Company designates such
Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5) upon the liquidation or dissolution of such
Guarantor provided no Default or Event of Default has occurred that is continuing; (6) at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of the Company and any Indebtedness of any other Guarantor (except as
a result of payment under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit Facility; or (7) upon such Guarantor consolidating with, merging into or transferring all of its properties or
assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. 

Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that any of the conditions described in the
foregoing clauses (1)-(7) 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 principal of and interest, premium, if any, and Additional Interest, if any, on, the Notes and for the other obligations of such Guarantor under
this Indenture as provided in this Article 10. 

  
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 Section 10.04 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 Guarantee or
pursuant to its contribution obligations under this 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 10.05 “Trustee” to
Include Paying Agent. 
 In case at any time any Paying Agent other than the Trustee shall have been appointed 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 ELEVEN 

MISCELLANEOUS 

Section 11.01 Trust Indenture Act Controls. 

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c) in respect of an indenture
qualified under the TIA, such TIA-imposed duties shall control, whether or not this Indenture is then qualified under the TIA. 

Section 11.02 Notices. 

Any notice or communication by the Company, any Guarantor or the Trustee to the other parties hereto is duly given if in writing and delivered
in person or mailed by first class mail (registered or certified, return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to their respective addresses: 

If to the Company or the Guarantors: 

Northern Oil and Gas, Inc. 
 315
Manitoba Avenue, Suite 200 
 Wayzata, MN 55391 

Attention: Chief Financial Officer 

Facsimile No.: (952) 476-9801 

  
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 with a copy to (which shall not constitute notice): 

Faegre Baker Daniels LLP 
 2200
Wells Fargo Center 
 90 South Seventh Street 

Minneapolis, MN 55402-3901 

Attention: W. Morgan Burns 

Facsimile No.: (612) 766-1600 

If to the Trustee: 
 Wilmington
Trust, National Association 
 50 South Sixth Street, Suite 1290 

Minneapolis, MN 55402 
 Attention:
Northern Oil and Gas Inc. Administrator 
 Facsimile No.: (612) 217-5651 

The Company, any of the Guarantors or the Trustee, by notice to the other parties hereto, may designate additional or different addresses for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent by facsimile; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery, in each case to the address shown above. 
 Any notice or
communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other
Holders. 
 If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not
the addressee receives it. 
 If the Company or a Guarantor mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time. 
 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver. 
 Where this Indenture provides for notice of any event to a Holder of a Global
Note, such notice shall be sufficiently given if given to the Depository for such Note (or its designee), pursuant to its Applicable Procedures, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for
the giving of such notice. 

  
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 Section 11.03 Communication by Holders of Notes with Other Holders of Notes. 

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c). 
 Section 11.04 Certificate and
Opinion as to Conditions Precedent. 
 Upon any request or application by the Company to the Trustee to take any action or refrain from
taking any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’ Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating
to the proposed action have been satisfied; and 
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 

Section 11.05 Statements Required in Certificate or Opinion. 

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include: 
 (a) a statement that
the person making such certificate or opinion has read such condition or covenant; 
 (b) a brief statement as to the nature and scope of
the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
 (c) a
statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such condition or covenant has been satisfied; and 

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

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 Section 11.06 Rules by
Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may
make reasonable rules and set reasonable requirements for its functions. 

  
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 Section 11.07 No Personal Liability of Directors, Officers, Employees and
Shareholders. 
 No director, officer, partner, employee, incorporator, manager or shareholder 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 this 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 11.08 Governing Law. 

THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 
 Section 11.09 No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 11.10 Successors.

 All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors. 
 Section 11.11 Severability. 

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. 
 Section 11.12 Table of Contents, Headings,
etc. 
 The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 

Section 11.13 Counterparts. 

This 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. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as
to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

  
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 Section 11.14 Benefits of Indenture. 

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

Section 11.15 Language of Notices, Etc. 

Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official language of the country of publication. 
 Section 11.16
Patriot Act. 
 The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like
all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an
account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information within their possession or control as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A.
Patriot Act. 
 [Signatures on following pages] 

  
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	SIGNATURES
	
	NORTHERN OIL AND GAS, INC.
		
	By:		 /s/ Thomas Stoelk

			Name:		Thomas Stoelk
			Title:		Chief Financial Officer



  
 Signature Page to
Indenture 








 
					
	TRUSTEE:
	
	 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

		
	By:		 ./s/ Jane Y. Schweiger

			Name:		Jane Y. Schweiger
			Title:		Vice President



  
 Signature Page to
Indenture 








 RULE 144A/REGULATION S APPENDIX 

PROVISIONS RELATING TO INITIAL NOTES AND EXCHANGE NOTES 
  

	 	1.	Definitions 

 1.1 Definitions. 

For the purposes of this Appendix the following terms shall have the meanings indicated below: 

“Depository” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other
depository institution hereinafter appointed by the Company. 
 “Exchange Notes” means (1) the 8.000% Senior Notes due
2020 issued pursuant to this Indenture in connection with a Registered Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the
Securities Act. 
 “Initial Notes” means (1) $200,000,000 aggregate principal amount of 8.000% Senior Notes due 2020
issued pursuant to this Indenture on the Initial Issuance Date, (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act and (3) any 8.000% Senior Notes due 2020 issued pursuant
to Section 2.3(b)(ii) hereof in exchange for any Initial Notes. 
 “Initial Purchasers” means (1) with respect to
the Initial Notes issued on the Initial Issuance Date, RBC Capital Markets, LLC and the other joint book-running managers and senior co-managers named in the Offering Memorandum and (2) with respect to each issuance of Additional Notes, the
Persons purchasing such Additional Notes under the related Purchase Agreement. 
 “Notes” means the Initial Notes, the
Additional Notes, and the Exchange Notes treated as a single class. 
 “Notes Custodian” means the custodian with respect
to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee. 
 “Purchase
Agreement” means (1) with respect to the Initial Notes issued on the Initial Issuance Date, the Purchase Agreement dated May 13, 2015 among the Company and the Initial Purchasers, and (2) with respect to each issuance of
Additional Notes, the purchase agreement or underwriting agreement among the Company and the Persons purchasing or underwriting such Additional Notes. 

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders
of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act. 

  
 App - 1 








 “Registration Rights Agreement” means (1) with respect to the Initial Notes
issued on the Initial Issuance Date, the Registration Rights Agreement dated as of May 18, 2015 among the Company and the Initial Purchasers and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the
registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Notes under the related Purchase Agreement, in each case, as amended from time to time. 

“Shelf Registration Statement” means the registration statement issued by the Company in connection with the offer and sale
of Initial Notes pursuant to a Registration Rights Agreement. 
 “Transfer Restricted Securities” means Notes that bear or
are required to bear the legend set forth in Section 2.3(b)(i) hereof. 
 1.2 Other Definitions. 

 

			
	 Term
	  	 Defined in Section:

	“Agent Members”	  	2.1(b)
	“Distribution Compliance Period”	  	2.1(b)
	“Global Note”	  	2.1(a)
	“Regulation S”	  	2.1(a)
	“Regulation S Notes”	  	2.1(a)
	“Resale Restriction Termination Date”	  	2.3(b)
	“Restricted Global Note”	  	2.1(a)
	“Rule 144A”	  	2.1(a)
	“Rule 144A Notes”	  	2.1(a)

 2.1 The Notes. 

(a) Form and Dating. Initial Notes offered and sold to QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the
Securities Act (“Rule 144A”) or in reliance on Regulation S (“Regulation S Notes”) under the Securities Act (“Regulation S”), in each case as provided in a Purchase Agreement, shall be issued
initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons with the global Notes legend and Restricted Notes Legend set forth in Exhibit 1 hereto (each, a “Restricted Global
Note”), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name
of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A
or Regulation S may be held through Euroclear or Clearstream, as indirect participants in the Depository. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee as hereinafter provided. Exchange Notes shall be issued in global form (with the global Notes legend set forth in Exhibit 1 hereto) or in certificated form as provided in Section 2.4 of this Appendix.
Exchange Notes issued in global form, unrestricted Initial Notes issued in global form and Restricted Global Notes are sometimes referred to in this Appendix as “Global Notes.” 

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.


  
 App - 2 








 The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b),
authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such
Depository or pursuant to such Depository’s instructions or held by the Trustee as custodian for the Depository. If such Global Notes are Restricted Global Notes, then separate Global Notes shall be issued to represent Rule 144A Notes and
Regulation S Notes so long as required by law or the Depository. 
 Members of, or participants in, the Depository (“Agent
Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Trustee as the custodian of the Depository or under such Global Note, and the Company, the Guarantors, the
Trustee and any agent of the Company, the Guarantors or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Guarantors, the Trustee or any agent of the Company, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its
Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

Until the 40th day after the later of the commencement of the offering of any Initial Notes and the original issue date of such Initial Notes
(such period, the “Distribution Compliance Period”), a beneficial interest in a Restricted Global Note representing Regulation S Notes may be transferred to a Person who takes delivery in the form of an interest in a Restricted
Global Note representing Rule 144A Notes only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made to a Person who the transferor reasonably
believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable
securities laws of any state of the United States or any other jurisdiction. After the expiration of the Distribution Compliance Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted Global
Note representing Regulation S Notes. 
 Beneficial interests in a Restricted Global Note representing Rule 144A Notes may be transferred to
a Person who takes delivery in the form of an interest in a Restricted Global Note representing Regulation S Notes, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a
written certificate (in the form provided in Exhibit 1 hereto) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available). 

(c) Certificated Notes. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Notes shall
not be entitled to receive physical delivery of certificated Notes. Certificated Notes shall not be exchangeable for beneficial interests in Global Notes, except with the consent of the Company. 

  
 App - 3 








 2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Initial
Issuance Date, an aggregate principal amount of $200,000,000 8.000% Senior Notes due 2020, (2) at any time or from time to time, any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the
Company pursuant to Section 2.02 of this Indenture and (3) at any time or from time to time, Exchange Notes for issue only in a Registered Exchange Offer, pursuant to a Registration Rights Agreement, for a like principal amount of Initial
Notes, in each case upon a written order of the Company. Such order (x) shall specify (i) the aggregate principal amount of the Notes to be authenticated, the date on which such Notes are to be authenticated and to whom such Notes shall be
registered and delivered; (ii) whether such Notes constitute Initial Notes or Exchange Notes; (iii) whether or not such Notes constitute Additional Notes; and (iv) if such Notes constitute Additional Notes, the issue price, the issue
date (and the corresponding date from which interest shall accrue thereon and the first interest payment date therefor) and the CUSIP number and any corresponding ISIN of such Additional Notes and whether such Additional Notes shall be Transfer
Restricted Securities and issued in the form of Initial Notes as set forth in Exhibit 1 hereto or shall be issued in the form of Exchange Notes as set forth in Exhibit 2 hereto and (y) in the case of any issuance of Additional Notes pursuant to
Section 2.13 of this Indenture, shall certify that such issuance is in compliance with Section 4.09 of this Indenture. 
 2.3
Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. 

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with
this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in
accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note. The Registrar shall, in accordance with such instructions
instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being
transferred. 
 (ii) Notwithstanding any other provisions of this Appendix, a Global Note may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. 

(iii) In the event that a Restricted Global Note is exchanged for Notes in certificated form pursuant to Section 2.4 of this Appendix,
prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the
provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures
as may from time to time be adopted by the Company. 

  
 App - 4 








 (b) Legend. 

(i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Restricted Global Notes
(and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form: 
 THE NOTES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER SUCH NOTES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF ANY NOTE EVIDENCED HEREBY
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH NOTE IN AN “OFFSHORE
TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF SUCH NOTE) OR THE LAST
DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WERE THE OWNERS OF SUCH NOTE (OR ANY PREDECESSOR OF SUCH NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE EXCEPT (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR
(F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM SUCH NOTE IS TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) THAT IS (A) PURSUANT TO CLAUSE (2)(D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (B) PURSUANT TO CLAUSE (2)(F) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES IN CLAUSES (i)(A) OR (B), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND


  
 App - 5 








 
DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AS TO ANY NOTE EVIDENCED HEREBY UPON DELIVERY TO THE TRUSTEE BY THE COMPANY OR THE HOLDER THEREOF OF A WRITTEN REQUEST FOR
THE REMOVAL HEREOF, IN ANY CASE AT ANY TIME AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 
 (ii) The Company, acting in its discretion, may remove the legend set forth in
paragraph (i) above from any Transfer Restricted Security at any time on or after the Resale Restriction Termination Date applicable to such Transfer Restricted Security. Without limiting the generality of the preceding sentence, the Company
may effect such removal by issuing and delivering, in exchange for such Transfer Restricted Security, a Note without such legend, registered to the same Holder and in an equal principal amount, and upon receipt by the Trustee of a written order of
the Company given at least three Business Days in advance of the proposed date of exchange specified therein (which shall be no earlier than the Resale Restriction Termination Date), the Trustee shall authenticate and deliver such Note as directed
in such order. 
 (iii) After a transfer of any Initial Notes pursuant to and during the period of the effectiveness of a Shelf Registration
Statement with respect to such Initial Notes, all requirements pertaining to legends on such Initial Note will cease to apply, the requirement that any such Initial Note issued to certain Holders be issued in global form will cease to apply, and a
certificated Initial Note or an Initial Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Notes upon exchange of such transferring Holder’s certificated
Initial Note or directions to transfer such Holder’s interest in the Global Note, as applicable. 
 (iv) Upon the consummation of a
Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that
do not exchange their Initial Notes, and Exchange Notes in certificated or global form will be available to Holders that exchange such Initial Notes in such Registered Exchange Offer. 

(c) Cancellation or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for
certificated Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for certificated Notes, redeemed, purchased or canceled, or if any Certificated Note is exchanged for such a beneficial interest, the principal amount of Notes represented by such Global Note shall be reduced or increased, as appropriate,
and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction or increase, as the
case may be. 

  
 App - 6 








 (d) Obligations with Respect to Transfers and Exchanges of Notes. 

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate certificated Notes and
Global Notes at the Registrar’s request. 
 (ii) No service charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon any
exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 of this Indenture). 
 (iii) The Registrar shall not be required to
register the transfer of or exchange 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 a selection of Notes to be redeemed. 
 (iv) Prior to the due presentation for registration of transfer of any Note, the
Company, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, interest, premium, if
any, and Additional Interest, if any, on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to
the contrary. 
 (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and
shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. Accordingly, for purposes of clause (3) of the second paragraph of Section 4.09 of this Indenture, “the Notes issued
and sold on the Initial Issuance Date” shall be deemed to refer to and include any Notes issued in exchange for, or upon registration of transfer of, or in lieu of, any such Notes (or any predecessor Notes thereof) pursuant to Section 2.3
or 2.4 hereof or Section 2.06, 2.07, 2.09, 3.06, 4.10, 4.15 or 9.05 of this Indenture. 
 (e) No Obligation of the Trustee. 

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of optional redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the
Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in
any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect
to its members, participants and any beneficial owners. 
 (ii) The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under Applicable Law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 

  
 App - 7 








 2.4 Certificated Notes. 

(a) A Global Note deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be
transferred to the beneficial owners thereof in the form of certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3
and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and in
either event a successor depositary is not appointed by the Company within 90 days, (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated Notes, or (iii) an Event of
Default has occurred and is continuing and DTC notifies the Trustee of its decision to exchange the Global Notes. Except as provided in the preceding sentence, and notwithstanding any contrary indication in Section 2.3(b), beneficial interests
in a Global Note may be exchanged for certificated Notes only with the consent of the Company, including if an affiliate (as defined in Rule 144) of the Company acquires such interests. 

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depository or
the Notes Custodian to the Trustee located at its Corporate Trust Office to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global
Note, an equal aggregate principal amount of certificated Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section shall be executed, authenticated and delivered only in minimum denominations of $2,000 and
any integral multiple of $1,000 in excess of $2,000, and registered in such names as the Depository shall direct. Any certificated Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by
Section 2.3(b), bear the Restricted Notes Legend. 
 (c) Subject to the provisions of Section 2.4(b), the Holder of a Global Note
shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

(d) In the event of the occurrence of any of the circumstances specified in Section 2.4(a), the Company shall promptly make available to
the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons. 

  
 App - 8 








 EXHIBIT 1 TO RULE 144A/REGULATION S APPENDIX 

[FORM OF FACE OF INITIAL NOTE] 

[Global Notes Legend] 

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

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
(B) IT IS NOT A U.S. PERSON AND IS ACQUIRING SUCH NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WERE THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION
DATE”), OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE 

  
 Exhibit 1 to App - 1 









 
SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED PRIOR TO THE RESALE RESTRICTION TERMINATION DATE A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(i) THAT IS (A) PURSUANT TO CLAUSE (2)(D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (B) PURSUANT TO CLAUSE (2)(F) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES IN CLAUSES (i)(A) OR (B), TO REQUIRE THAT A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON DELIVERY TO THE TRUSTEE BY THE COMPANY OR THE HOLDER THEREOF OF A WRITTEN REQUEST FOR THE REMOVAL HEREOF, IN
ANY CASE AT ANY TIME AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT. 
 [Original Issue Discount Notes Legend] 

THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED). UPON WRITTEN REQUEST, THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND
(3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT NORTHERN OIL AND GAS, INC., 315 MANITOBA AVENUE, SUITE 200 WAYZATA, MN 55391. 

  
 Exhibit 1 to App - 2 









 NORTHERN OIL AND GAS, INC. 

 

			
			Principal Amount $[        ]
	No. [            ]		CUSIP No. [            ]
			ISIN No. [            ]

 8.000% Senior Note due 2020 

Northern Oil and Gas, Inc., a Minnesota corporation, promises to pay to
                    , or registered assigns, the principal sum of          Dollars on June 1, 2020 [or
such greater or lesser amount as may be indicated on Schedule A hereto].1 
 Interest
Payment Dates: June 1 and December 1 
 Record Dates: May 15 and November 15 

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

 

					
	NORTHERN OIL AND GAS, INC.
		
	By:		  

			Name:		
			Title:		


  

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


  
 Exhibit 1 to App - 3 










			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee, certifies that this is one of the
	Notes referred to in the Indenture.
		
	By:		  

			Authorized Signatory
		
	Dated:		  



  
 Exhibit 1 to App - 4 









 [FORM OF REVERSE SIDE OF INITIAL NOTE] 

8.000% Senior Note due 2020 

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. Northern Oil and Gas, Inc., a Minnesota corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 8.000% per annum from May 18, 2015 until maturity and shall pay any Additional Interest payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will
pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 of each year (each an “Interest Payment Date”), commencing December 1, 2015. If an Interest Payment Date falls on a day
that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will
accrue solely as a result of such delayed payment. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; 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, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay (i) interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful and (ii) interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and any Additional Interest (without regard to any applicable grace periods) from time to time on demand at the rate that is 1% higher than the then applicable interest
rate on the Notes 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 Notes (except defaulted interest) and any Additional Interest to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 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 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to
the Paying Agent to collect payments of principal and premium, if any, together with accrued and unpaid interest and Additional Interest, if any, due at maturity. The Notes will be payable as to principal, interest, premium, if any, and Additional
Interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and any Additional Interest may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately available funds to an account in the United States of America will be required with respect to any amounts due on all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Company to be provided to the Paying Agent or the Paying Agent. Notwithstanding the foregoing, if this Note is a Global Note, payment may be made pursuant to the


  
 Exhibit 1 to App - 5 









 
Applicable Procedures of the Depository as permitted in the Indenture. 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 and Registrar. Initially, Wilmington Trust, National Association, the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

4. Indenture. The Company issued the Notes under an Indenture dated as of May 18, 2015 (“Indenture”) between the
Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior obligations of the Company, and the aggregate principal amount of the Notes is unlimited. 

5. Optional Redemption. 

(a) Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Company shall not have the option to redeem the
Notes prior to June 1, 2016. On or after June 1, 2016, the Company shall have the option to redeem the Notes, in whole or in part at any time, upon prior notice as set forth in Paragraph 6, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed 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), if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 

 

					
	 YEAR
	  	PERCENTAGE	 
	 2016
	  	 	104.000	% 
	 2017
	  	 	102.000	% 
	 2018 and thereafter
	  	 	100.000	% 

 (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to
June 1, 2015, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.000% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, thereon 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), with the net cash proceeds of one or more Equity Offerings; provided that, with respect to each such redemption, (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under
the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) such redemption occurs within 180 days of the date of the closing of the related
Equity Offering. 

  
 Exhibit 1 to App - 6 









 (c) Prior to June 1, 2016, the Company may redeem on one or more occasions all or part of
the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, 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). 

(d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the
conditions set forth in the last paragraph of Section 4.15 of the Indenture. 
 6. 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 Legal Defeasance, Covenant Defeasance or Discharge) before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. If mailed in the manner provided for in Section 3.03 of the Indenture, the notice of optional redemption shall be conclusively presumed to have been given whether or not a Holder receives such
notice. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest and
Additional Interest, if any, cease to accrue on the Notes or portions thereof called for redemption. The notice of redemption with respect to a redemption described in paragraph 5(c) above need not set forth the Make Whole Premium but only the
manner of calculation thereof. 
 7. Mandatory Redemption. 

Except as set forth in Paragraph 8 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. 
 8. 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 $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus
accrued and unpaid interest and Additional 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 setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. 

(b) On the 366th day after an Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then
exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the 

  
 Exhibit 1 to App - 7 









 
Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of settlement, 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 date of settlement, in accordance with the procedures set forth in the Indenture. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the agent or trustee for the Pari Passu Indebtedness shall select the 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 $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). 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. 

9. Guarantees. The payment by the Company of the principal of and interest, premium, if any, and Additional Interest, if any, on, the
Notes is fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth in the Indenture. 

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents, and the Company may require a Holder to pay any taxes 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, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 

12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the then outstanding Notes, and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (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 obligations to Holders of the Notes pursuant to Article 5 of the 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 under the Indenture of any such Holder, (5) to secure the Notes or the Subsidiary Guarantees 

  
 Exhibit 1 to App - 8 









 
pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (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 Indenture, (8) to comply with the requirements of the SEC in order to effect
or maintain the qualification of the Indenture under the TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees
or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum. 
 13.
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of the principal of or premium, if any, on
the Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon acceleration or otherwise; (iii) failure by the Company to comply with Section 5.01 of the Indenture or to consummate a purchase of Notes
when required pursuant to the provisions of Section 3.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company for 180 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then
outstanding to comply with Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding to comply with any of its other
agreements in the Indenture or the Notes; (vi) 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 Initial Issuance 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 $25.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation
of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default (but not any consequential acceleration of the Notes) shall be automatically rescinded, so long as such
rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable
and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days; (viii)(a) 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 (b) any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee, except in each case, by
reason of the release of such Subsidiary Guarantee in accordance with the provisions of the Indenture; and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken as a whole, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of
the Indenture. If any Event of Default 

  
 Exhibit 1 to App - 9 









 
occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in 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 such events of bankruptcy, insolvency or reorganization described in Section 6.01(i) or 6.01(j) of the
Indenture, all outstanding Notes will become due and payable immediately 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 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 (except a Default
or Event of Default relating to the payment of principal, interest, premium, if any, or Additional Interest) if a committee of Responsible Officers in good faith determines that withholding notice is in their interests. The Holders of a majority in
principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except with respect to nonpayment of principal, interest, premium, if any, or Additional Interest, if any, that have become due solely because of the acceleration) have been cured or waived. The Holders of a majority in 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 existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in
the payment of the principal of, or interest, premium, if any, or Additional Interest, if any, on, the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so
long as any Notes are outstanding, the Company is required upon any Company Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement describing such Default or Event of Default, its status and what action the
Company is taking or proposes to take in respect thereof. 
 14. Defeasance and Discharge. The Notes are subject to defeasance and
discharge upon the terms and conditions specified in the Indenture. 
 15. No Recourse Against Others. No director, officer, partner,
employee, incorporator, manager or shareholder 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. 
 16. Authentication. This Note shall not be valid until authenticated by the manual signature of an authorized
signatory of the Trustee or an authenticating agent. 
 17. 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).

 18. Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of the Notes
under the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of May 18, 2015, among the Company and the Initial Purchasers (the “Registration Rights
Agreement”). 

  
 Exhibit 1 to App - 10









 19. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP 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. Successors. 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. 
 The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture or the Registration Rights Agreement. Requests may be made to: 
 Northern Oil and
Gas, Inc. 
 315 Manitoba Avenue, Suite 200 

Wayzata, MN 55391 
 Attention:
Secretary 

  
 Exhibit 1 to App - 11









 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.

 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. 
  
  

[Include the following only if the Restricted Notes Legend is included hereon] 

[In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to one year after the later of the date of original
issuance of such Notes (or the date of any subsequent reopening of the Notes) and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company (or, in the case of Regulation S Notes, prior to the expiration of
the Distribution Compliance Period), the undersigned confirms that such Notes are being transferred in accordance with their terms: 
 CHECK ONE BOX BELOW

  

					
	(1)		 ̈		to the Company or any Subsidiary thereof; or
			
	(2)		 ̈		pursuant to an effective registration statement under the Securities Act of 1933 the (“Securities Act”); or


  
 Exhibit 1 to App - 12










					
	(3)		 ̈		to a person who the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) that is purchasing for its own account or for the account of a qualified
institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
			
	(4)		 ̈		pursuant to offers and sales to non-U.S. persons that occur outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act;
or
			
	(5)		 ̈		pursuant to Rule 144 under the Securities Act; or
			
	(6)		 ̈		pursuant to another exemption from registration under the Securities Act.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the
name of any person other than the registered holder thereof; provided, however, that if box (4) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions,
certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 

 

	
	  

	Signature



  
 Exhibit 1 to App - 13









 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. 

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

 

	
	  

	Notice: To be executed by an executive officer



  
 Exhibit 1 to App - 14









 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 Indenture, check the box below:

  ̈        Section
4.10                     ̈        Section 4.15 

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
Indenture, state the amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you elect to have purchased: $         

Dated: 
  

					
					  

					(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. 

  
 Exhibit 1 to App - 15









 [TO BE ATTACHED TO GLOBAL NOTE] 

SCHEDULE A 
 SCHEDULE OF INCREASES
OR DECREASES IN GLOBAL NOTE 
 The following increases or decreases in this Global Note have been made: 

 

									
	Date	  	Amount of decrease
in Principal Amount
of this Global Note	  	Amount of increase
in Principal Amount
of this Global Note	  	 Principal Amount of
this Global Note
following such

decrease or increase
	  	Signatory of authorized
officer of Trustee or
Notes Custodian
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	


  
 Exhibit 1 to App - 16









 EXHIBIT 2 TO RULE 144A/REGULATION S APPENDIX 

[FORM OF FACE OF EXCHANGE NOTE]*/ 
  

	*/	If the Note is to be issued in global form, add the Global Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] —
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE.” 

 All references to “Additional Interest” in the Note shall be deleted
unless if, at the date of issuance of the Exchange Note, any Registration Default (as defined in the Registration Rights Agreement) has occurred with respect to the related Initial Notes during the interest period in which such date of issuance
occurs. 

  
 Exhibit 2 to App - 1 









 NORTHERN OIL AND GAS, INC. 

 

			
	No. [    ]		$            
			CUSIP No. [            ]
			ISIN No. [            ]

 8.000% Senior Note due 2020 

Northern Oil and Gas, Inc., a Minnesota corporation, promises to pay to
                    , or registered assigns, the principal sum of              Dollars on
June 1, 2020 [or such greater or lesser amount as may be indicated on Schedule A hereto].1 

Interest Payment Dates: June 1 and December 1 

Record Dates: May 15 and November 15 

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

 

			
	NORTHERN OIL AND GAS, INC.
		
	By:		  

			Name:
			Title:


  

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


  
 Exhibit 2 to App - 2 










			
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture.
		
	By:		  

			Authorized Signatory
		
	Dated:		  



  
 Exhibit 2 to App - 3 









 [FORM OF REVERSE SIDE OF EXCHANGE NOTE] 

8.000% Senior Note due 2020 

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. Northern Oil and Gas, Inc., a Minnesota corporation (the “Company”), promises to pay
interest on the principal amount of this Note at 8.000% per annum from May 18, 2015 until maturity and shall pay any Additional Interest payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company will
pay interest and Additional Interest, if any, semi-annually in arrears on June 1 and December 1 of each year (each an “Interest Payment Date”), commencing December 1, 2015. If an Interest Payment Date falls on a day
that is not a Business Day, the interest payment to be made on such Interest Payment Date will be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and no additional interest will
accrue solely as a result of such delayed payment. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; 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, except in the case of the original issuance of Notes, in which case interest shall accrue from the date of authentication. The Company shall pay (i) interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful and (ii) interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and any Additional Interest (without regard to any applicable grace periods) from time to time on demand at the rate that is 1% higher than the then applicable interest
rate on the Notes 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 Notes (except defaulted interest) and any Additional Interest to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 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 2.11 of the Indenture with respect to defaulted interest. Holders must surrender Notes to
the Paying Agent to collect payments of principal and premium, if any, together with accrued and unpaid interest and Additional Interest, if any, due at maturity. The Notes will be payable as to principal, interest, premium, if any, and Additional
Interest, if any, at the office or agency of the Company maintained for such purpose, or, at the option of the Company, payment of interest and any Additional Interest may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately available funds to an account in the United States of America will be required with respect to any amounts due on all Global Notes and all other Notes the Holders
of which shall have provided wire transfer instructions to the Company or the Paying Agent. Notwithstanding the foregoing, if this Note is a Global Note, payment may be made pursuant to the Applicable Procedures of the Depository as permitted in the
Indenture. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

  
 Exhibit 2 to App - 4 









 3. Paying Agent and Registrar. Initially, Wilmington Trust, National Association, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

4. Indenture. The Company issued the Notes under an Indenture dated as of May 18, 2015 (“Indenture”) between the
Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. The Notes are unsecured senior obligations of the Company, and the aggregate principal amount of the Notes is unlimited. 

5. Optional Redemption. 

(a) Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Company shall not have the option to redeem the
Notes prior to June 1, 2016. On or after June 1, 2016, the Company shall have the option to redeem the Notes, in whole or in part at any time, upon prior notice as set forth in Paragraph 6, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed 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), if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 

 

					
	 YEAR
	  	PERCENTAGE	 
	 2016
	  	 	104.000	% 
	 2017
	  	 	102.000	% 
	 2018 and thereafter
	  	 	100.000	% 

 (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to
June 1, 2015, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.000% of the principal amount thereof,
plus accrued and unpaid interest and Additional Interest, if any, thereon 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), with the net cash proceeds of one or more Equity Offerings; provided that, with respect to each such redemption, (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under
the Indenture remains outstanding immediately after the occurrence of such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) such redemption occurs within 180 days of the date of the closing of the related
Equity Offering. 

  
 Exhibit 2 to App - 5 









 (c) Prior to June 1, 2016, the Company may redeem on one or more occasions all or part of
the Notes at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) the Make Whole Premium at the redemption date, 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). 

(d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and subject to the
conditions set forth in the last paragraph of Section 4.15 of the Indenture. 
 6. 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 Legal Defeasance, Covenant, Defeasance or Discharge) before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. If mailed in the manner provided for in Section 3.03 of the Indenture, the notice of optional redemption shall be conclusively presumed to have been given whether or not a Holder
receives such notice. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest
and Additional Interest, if any, cease to accrue on the Notes or portions thereof called for redemption. The notice of redemption with respect to a redemption described in paragraph 5(c) above need not set forth the Make Whole Premium but only the
manner of calculation thereof. 
 7. Mandatory Redemption. Except as set forth in Paragraph 8 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. 

8. 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 $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus
accrued and unpaid interest and Additional 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 setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the Indenture. 

(b) On the 366th day after an Asset Sale (or, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then
exceeds $20.0 million, the Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to
purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out 

  
 Exhibit 2 to App - 6 









 
of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, thereon to the
date of settlement, 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 date of settlement, in accordance with the procedures set forth in the
Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use such remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the agent or Trustee for the Pari Passu Indebtedness shall select the 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 $2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased). 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. 
 9. Guarantees. The payment by the Company of the principal of and interest,
premium, if any, and Additional Interest, if any, on, the Notes is fully and unconditionally guaranteed on a joint and several senior unsecured basis by each of the Guarantors to the extent set forth in the Indenture. 

10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents, and the Company may require a Holder to pay any taxes 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, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed. 

11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes. 

12. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of a majority in principal amount of the then outstanding Notes, and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (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 obligations to Holders of the Notes pursuant to Article 5 of the 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 under the Indenture of any such Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or
otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional 

  
 Exhibit 2 to App - 7 









 
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 Indenture, (8) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or (10) to conform the text of
the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum. 

13. Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional
Interest, if any, on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon acceleration or otherwise;
(iii) failure by the Company to comply with Section 5.01 of the Indenture or to consummate a purchase of Notes when required pursuant to the provisions of Section 3.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company
for 180 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding to comply with Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee
or the Holders of at least 25% in principal amount of the Notes then outstanding to comply with any of its other agreements in the Indenture or the Notes; (vi) 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 Initial Issuance 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 $25.0 million or more; provided, however, that if any such Payment Default is cured or
waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such
Event of Default (but not any consequential acceleration of the Notes) shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged
or stayed for a period of 60 consecutive days; (viii) (a) 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 (b) any Guarantor, or any
Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee, except in each case, by reason of the release of such Subsidiary Guarantee in accordance with the provisions of the Indenture; and
(ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the
Company that, taken as a whole, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. If any Event of Default occurs and is continuing, the Trustee, by written notice to the
Company, or the Holders of at least 25% in principal amount of the then outstanding Notes, by written notice to the Company and the 

  
 Exhibit 2 to App - 8 









 
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 such events of bankruptcy, insolvency or
reorganization described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding Notes will become due and payable immediately 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 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 (except a Default or Event of Default relating to the payment of principal, interest, premium, if any, or Additional Interest) if a committee of Responsible Officers in good faith determines that
withholding notice is in their interests. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all the Notes rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium, if any, or Additional Interest, if any, that have become due solely because of the
acceleration) have been cured or waived. The Holders of a majority in 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 existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or interest, premium, if any, or Additional Interest, if any, on, the Notes. The Company is required to deliver to the Trustee
annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon any Company Officer becoming aware of any Default or Event of Default, to deliver to the Trustee
a statement describing such Default or Event of Default, its status and what action the Company is taking or proposes to take in respect thereof. 

14. Defeasance and Discharge. The Notes are subject to defeasance and discharge upon the terms and conditions specified in the
Indenture. 
 15. No Recourse Against Others. No director, officer, partner, employee, incorporator, manager or shareholder 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. 

16. Authentication. This Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee
or an authenticating agent. 
 17. 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). 

18. [Additional Rights of Holders of Transfer Restricted Securities. In addition to the rights provided to Holders of the Notes under
the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of May 18, 2015, among the Company and the Initial Purchasers (the “Registration Rights
Agreement”).]1 
  

	1 	Delete if this Note is not being issued in exchange for an Initial Note. 


  
 Exhibit 2 to App - 9 









 19. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the Trustee may use CUSIP 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. Successors. 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. 
 The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture [or the Registration Rights Agreement].2 Requests may be made to: 

Northern Oil and Gas, Inc. 
 315 Manitoba Avenue, Suite 200 

Wayzata, MN 55391 
 Attention: Secretary 

 

	2 	Delete if this Note is not being issued in exchange for an Initial Note. 


  
 Exhibit 2 to App - 10









 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.

 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. 

  
 Exhibit 2 to App - 11









 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 Indenture, check the box below:

  ̈        Section
4.10                     ̈        Section 4.15 

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
Indenture, state the amount (in minimum denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you elect to have purchased: $         

Dated: 
  

					
					  

					(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. 

  
 Exhibit 2 to App - 12









 ANNEX A 
  

 
 NORTHERN OIL AND GAS, INC.

 AND 
 THE
GUARANTORS NAMED HEREIN 
 8.000% SENIOR NOTES DUE 2020 

FORM OF SUPPLEMENTAL INDENTURE 

DATED AS OF             ,         

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

AS TRUSTEE 
  

 

  
 A - 1 








 This SUPPLEMENTAL INDENTURE, dated as of
            ,          (this “Supplemental Indenture”) is among Northern Oil and Gas, Inc., a Minnesota corporation (the
“Company”), [                    ] (the “Guaranteeing Subsidiary”), which is a subsidiary of the Company, each of
the existing Guarantors (as defined in the Indenture referred to below) and Wilmington Trust, National Association, a national banking association, as Trustee. 

RECITALS 
 WHEREAS, the Company
and the Trustee entered into an Indenture, dated as of May 18, 2015 (as heretofore amended, supplemented or otherwise modified, the “Indenture”), pursuant to which the Company has issued $200,000,000 in principal amount of 8.000%
Senior Notes due 2020 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall become a Guarantor (as defined in the Indenture); 

WHEREAS, Section 9.01(g) of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture
in order to add any additional Guarantor 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 Articles 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 Guaranteeing
Subsidiary, the other Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

Section 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings ascribed to them in the
Indenture. 
 Section 2. Relation to Indenture. 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 3. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall become effective immediately upon its
execution and delivery by the Company, the Guaranteeing Subsidiary, the other Guarantors and the Trustee. 
 Section 4. Agreement to
Guarantee. The Guaranteeing Subsidiary hereby agrees, by its execution of this Supplemental Indenture, to be bound by the provisions of the Indenture applicable to Guarantors to the extent provided for in Article 10 thereof. 

  
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 Section 5. Ratification of Obligations. 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. 

Section 6. The Trustee. 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 7. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 
 Section 8. Counterparts. 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. 
 [Signatures on
following pages] 

  
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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. 
  

					
	NORTHERN OIL AND GAS, INC.
		
	By:		  

			Name:		
			Title:		
	
	GUARANTEEING SUBSIDIARY:
	
	[                                    
     ]
		
	By:		  

			Name:		
			Title:		
	
	EXISTING GUARANTORS:1
	
	TRUSTEE:
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:		  

			Name:		
			Title:		


  

	1	Insert signature blocks for each of the Guarantors existing at the time of execution of this Supplemental Indenture. 


  
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