EX-4.1



 Exhibit 4.1 
 EXECUTION VERSION 
  

 
  

RANGE RESOURCES CORPORATION 
 As Issuer 
 AMERICAN ENERGY SYSTEMS, LLC 

ENERGY ASSETS OPERATING COMPANY, LLC 
 RANGE ENERGY SERVICES COMPANY, LLC 
 RANGE OPERATING NEW MEXICO, LLC 

RANGE PRODUCTION COMPANY 
 RANGE RESOURCES—APPALACHIA, LLC 
 RANGE RESOURCES—MIDCONTINENT, LLC

 RANGE RESOURCES—PINE MOUNTAIN, INC. 
 RANGE TEXAS PRODUCTION, LLC 
 As Guarantors 

5% SENIOR SUBORDINATED NOTES DUE 2023 
  

 
 INDENTURE

 Dated as of March 18, 2013 
  

 
 U.S. BANK
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	  
		 	 (c)
	  	 	N.A.	  
	311	 	 (a)
	  	 	7.11	  
		 	 (b)
	  	 	7.11	  
		 	 (c)
	  	 	N.A.	  
	312	 	 (b)
	  	 	12.03	  
		 	 (c)
	  	 	12.03	  
	313	 	 (a)
	  	 	7.06	  
		 	 (b)(1)
	  	 	N.A.	  
		 	 (b)(2)
	  	 	7.06, 7.07	  
		 	 (c)
	  	 	7.06, 12.02	  
		 	 (d)
	  	 	7.06	  
	314	 	 (a)
	  	 	4.03	  
		 	 (a)(4)
	  	 	12.05	  
		 	 (b)
	  	 	N.A.	  
		 	 (c)(1)
	  	 	N.A.	  
		 	 (c)(2)
	  	 	N.A.	  
		 	 (c)(3)
	  	 	N.A.	  
		 	 (d)
	  	 	N.A.	  
		 	 (e)
	  	 	12.05	  
		 	 (f)
	  	 	N.A.	  
	318	 	 (a)
	  	 	N.A.	  
		 	 (b)
	  	 	N.A.	  
		 	 (c)
	  	 	12.01	  

  
 N.A.
means not applicable. 
 * This Cross-Reference Table is not part of the Indenture. 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE 1 Definitions and Incorporation by Reference
	  	 	1	  
			
	 Section 1.01
	  	 Definitions.
	  	 	1	  
	 Section 1.02
	  	 Other Definitions.
	  	 	13	  
	 Section 1.03
	  	 Incorporation by Reference of Trust Indenture Act.
	  	 	14	  
	 Section 1.04
	  	 Rules of Construction.
	  	 	14	  
		
	 ARTICLE 2 The Notes
	  	 	14	  
			
	 Section 2.01
	  	 Form, Dating and Denominations 144A, Reg S; Legends 144A, Reg S.
	  	 	14	  
	 Section 2.02
	  	 Execution and Authentication; Exchange Notes; Additional Notes.
	  	 	15	  
	 Section 2.03
	  	 Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust.
	  	 	16	  
	 Section 2.04
	  	 Replacement Notes.
	  	 	16	  
	 Section 2.05
	  	 Outstanding Notes.
	  	 	17	  
	 Section 2.06
	  	 Temporary Notes.
	  	 	17	  
	 Section 2.07
	  	 Cancellation.
	  	 	17	  
	 Section 2.08
	  	 CUSIP and CINS Numbers.
	  	 	17	  
	 Section 2.09
	  	 Registration, Transfer and Exchange.
	  	 	18	  
	 Section 2.10
	  	 Restrictions on Transfer and Exchange.
	  	 	19	  
	 Section 2.11
	  	 Defaulted Interest.
	  	 	20	  
		
	 ARTICLE 3 Redemption and Prepayment
	  	 	21	  
			
	 Section 3.01
	  	 Notices to Trustee.
	  	 	21	  
	 Section 3.02
	  	 Selection of Notes to be Redeemed.
	  	 	21	  
	 Section 3.03
	  	 Notice of Redemption.
	  	 	21	  
	 Section 3.04
	  	 Effect of Notice of Redemption.
	  	 	22	  
	 Section 3.05
	  	 Deposit of Redemption Price.
	  	 	22	  
	 Section 3.06
	  	 Notes Redeemed in Part.
	  	 	22	  
	 Section 3.07
	  	 Optional Redemption.
	  	 	22	  
	 Section 3.08
	  	 Mandatory Redemption.
	  	 	23	  
	 Section 3.09
	  	 Offer to Purchase by Application of Excess Proceeds.
	  	 	23	  
		
	 ARTICLE 4 Covenants
	  	 	24	  
			
	 Section 4.01
	  	 Payment of Notes.
	  	 	24	  
	 Section 4.02
	  	 Maintenance of Office or Agency.
	  	 	25	  
	 Section 4.03
	  	 Reports.
	  	 	25	  
	 Section 4.04
	  	 Compliance Certificate.
	  	 	25	  
	 Section 4.05
	  	 Taxes.
	  	 	26	  
	 Section 4.06
	  	 Stay, Extension and Usury Laws.
	  	 	26	  
	 Section 4.07
	  	 Restricted Payments.
	  	 	26	  
	 Section 4.08
	  	 Dividend and Other Payment Restrictions Affecting Subsidiaries.
	  	 	27	  
	 Section 4.09
	  	 Incurrence of Indebtedness and Issuance of Disqualified Stock.
	  	 	28	  
	 Section 4.10
	  	 Asset Sales.
	  	 	29	  
	 Section 4.11
	  	 Transactions with Affiliates.
	  	 	30	  
	 Section 4.12
	  	 Liens.
	  	 	31	  
	 Section 4.13
	  	 Offer to Repurchase Upon Change of Control.
	  	 	31	  
	 Section 4.14
	  	 Additional Subsidiary Guarantees.
	  	 	32	  
	 Section 4.15
	  	 Corporate Existence.
	  	 	32	  
	 Section 4.16
	  	 No Senior Subordinated Debt.
	  	 	32	  
	 Section 4.17
	  	 Business Activities.
	  	 	32	  
		
	 ARTICLE 5 Successors
	  	 	32	  
			
	 Section 5.01
	  	 Merger, Consolidation, or Sale of Substantially All Assets.
	  	 	32	  
	 Section 5.02
	  	 Successor Corporation Substituted.
	  	 	33	  


  
 i 









							
	 ARTICLE 6 Defaults and Remedies
	  	 	33	  
			
	 Section 6.01
	  	 Events of Default.
	  	 	33	  
	 Section 6.02
	  	 Acceleration.
	  	 	34	  
	 Section 6.03
	  	 Other Remedies.
	  	 	35	  
	 Section 6.04
	  	 Waiver of Past Defaults.
	  	 	35	  
	 Section 6.05
	  	 Control by Majority.
	  	 	35	  
	 Section 6.06
	  	 Limitation on Suits.
	  	 	35	  
	 Section 6.07
	  	 Rights of Holders of Notes to Receive Payment.
	  	 	35	  
	 Section 6.08
	  	 Collection Suit by Trustee.
	  	 	36	  
	 Section 6.09
	  	 Trustee May File Proofs of Claim.
	  	 	36	  
	 Section 6.10
	  	 Priorities.
	  	 	36	  
	 Section 6.11
	  	 Undertaking for Costs.
	  	 	36	  
		
	 ARTICLE 7 Trustee
	  	 	36	  
			
	 Section 7.01
	  	 Duties of Trustee.
	  	 	36	  
	 Section 7.02
	  	 Rights of Trustee.
	  	 	37	  
	 Section 7.03
	  	 Individual Rights of Trustee.
	  	 	38	  
	 Section 7.04
	  	 Trustee’s Disclaimer.
	  	 	38	  
	 Section 7.05
	  	 Notice of Defaults.
	  	 	38	  
	 Section 7.06
	  	 Reports by Trustee to Holders of the Notes.
	  	 	39	  
	 Section 7.07
	  	 Compensation and Indemnity.
	  	 	39	  
	 Section 7.08
	  	 Replacement of Trustee.
	  	 	39	  
	 Section 7.09
	  	 Successor Trustee by Merger, etc.
	  	 	40	  
	 Section 7.10
	  	 Eligibility; Disqualification.
	  	 	40	  
	 Section 7.11
	  	 Preferential Collection of Claims Against Company.
	  	 	40	  
		
	 ARTICLE 8 Legal Defeasance and Covenant Defeasance
	  	 	40	  
			
	 Section 8.01
	  	 Option to Effect Legal Defeasance or Covenant Defeasance.
	  	 	40	  
	 Section 8.02
	  	 Legal Defeasance and Discharge.
	  	 	40	  
	 Section 8.03
	  	 Covenant Defeasance.
	  	 	41	  
	 Section 8.04
	  	 Conditions to Legal or Covenant Defeasance.
	  	 	41	  
	 Section 8.05
	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
	  	 	42	  
	 Section 8.06
	  	 Repayment to Company.
	  	 	42	  
	 Section 8.07
	  	 Reinstatement.
	  	 	43	  
	 Section 8.08
	  	 Satisfaction and Discharge.
	  	 	43	  
		
	 ARTICLE 9 Amendment, Supplement and Waiver
	  	 	43	  
			
	 Section 9.01
	  	 Without Consent of Holders of Notes.
	  	 	43	  
	 Section 9.02
	  	 With Consent of Holders of Notes.
	  	 	44	  
	 Section 9.03
	  	 Compliance with Trust Indenture Act.
	  	 	45	  
	 Section 9.04
	  	 Revocation and Effect of Consents.
	  	 	45	  
	 Section 9.05
	  	 Notation on or Exchange of Notes.
	  	 	45	  
	 Section 9.06
	  	 Trustee to Sign Amendment, etc.
	  	 	45	  
		
	 ARTICLE 10 Subordination
	  	 	45	  
			
	 Section 10.01
	  	 Agreement to Subordinate.
	  	 	45	  
	 Section 10.02
	  	 Certain Definitions.
	  	 	46	  
	 Section 10.03
	  	 Liquidation; Dissolution; Bankruptcy.
	  	 	46	  
	 Section 10.04
	  	 Default on Designated Senior Debt.
	  	 	47	  
	 Section 10.05
	  	 Acceleration of Notes.
	  	 	48	  
	 Section 10.06
	  	 When Distribution Must be Paid Over.
	  	 	48	  
	 Section 10.07
	  	 Notice by Company.
	  	 	48	  
	 Section 10.08
	  	 Subrogation.
	  	 	48	  
	 Section 10.09
	  	 Relative Rights.
	  	 	49	  


  
 ii 










							
	 Section 10.10
	  	 Subordination May Not be Impaired by Company or the Subsidiary Guarantors.
	  	 	49	  
	 Section 10.11
	  	 Payment, Distribution or Notice to Representative.
	  	 	49	  
	 Section 10.12
	  	 Rights of Trustee and Paying Agent.
	  	 	49	  
	 Section 10.13
	  	 Authorization to Effect Subordination.
	  	 	50	  
	 Section 10.14
	  	 Amendments.
	  	 	50	  
	 Section 10.15
	  	 No Waiver of Subordination Provisions.
	  	 	50	  
		
	 ARTICLE 11 The Guarantees
	  	 	50	  
			
	 Section 11.01
	  	 The Guarantees.
	  	 	50	  
	 Section 11.02
	  	 Execution and Delivery of Guarantees.
	  	 	51	  
	 Section 11.03
	  	 Subsidiary Guarantors May Consolidate, etc., on Certain Terms.
	  	 	51	  
	 Section 11.04
	  	 Releases of Guarantees.
	  	 	52	  
	 Section 11.05
	  	 Limitation on Subsidiary Guarantor Liability.
	  	 	52	  
	 Section 11.06
	  	 “Trustee” to Include Paying Agent.
	  	 	52	  
	 Section 11.07
	  	 Subordination of Guarantees.
	  	 	52	  
		
	 ARTICLE 12 Miscellaneous
	  	 	52	  
			
	 Section 12.01
	  	 Trust Indenture Act Controls.
	  	 	52	  
	 Section 12.02
	  	 Notices.
	  	 	53	  
	 Section 12.03
	  	 Communication by Holders of Notes with Other Holders of Notes.
	  	 	53	  
	 Section 12.04
	  	 Certificate and Opinion as to Conditions Precedent.
	  	 	54	  
	 Section 12.05
	  	 Statements Required in Certificate or Opinion.
	  	 	54	  
	 Section 12.06
	  	 Rules by Trustee and Agents.
	  	 	54	  
	 Section 12.07
	  	 No Personal Liability of Directors, Officers, Employees and Stockholders.
	  	 	54	  
	 Section 12.08
	  	 Governing Law.
	  	 	54	  
	 Section 12.09
	  	 No Adverse Interpretation of Other Agreements.
	  	 	54	  
	 Section 12.10
	  	 Successors.
	  	 	54	  
	 Section 12.11
	  	 Severability.
	  	 	54	  
	 Section 12.12
	  	 Counterpart Originals.
	  	 	55	  
	 Section 12.13
	  	 Table of Contents, Headings, etc.
	  	 	55	  
	 Section 12.14
	  	 Actions on Other than Business Days.
	  	 	55	  
	 Section 12.15
	  	 Jurisdiction.
	  	 	55	  
	 Section 12.16
	  	 Waiver of Jury Trial.
	  	 	55	  
	 Section 12.17
	  	 Force Majeure.
	  	 	55	  

 EXHIBITS 

EXHIBIT A Form of Note 
 EXHIBIT B Restricted
Legend 
 EXHIBIT C DTC Legend 
 EXHIBIT
D Regulation S Certificate 
 EXHIBIT E Rule 144A Certificate 
 EXHIBIT F Guarantee 

  
 iii









 INDENTURE dated as of March 18, 2013 among Range Resources Corporation, a Delaware
corporation (the “Company”), as issuer, the Subsidiary Guarantors (as hereinafter defined) as guarantors and U.S. Bank National Association, as trustee (the “Trustee”). 

The Company, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders of the 5% Senior Subordinated Notes due 2023 of the Company (herein called the “Notes”): 

ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01    Definitions. 
 “Acquired Debt” means, with respect to any specified Person, (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary
of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured
by a Lien encumbering any asset acquired by such specified Person. 
 “Additional Notes” means any Notes issued
under the Indenture in addition to the Original Notes in accordance with Section 2.02, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes except that the date
from which interest on the Additional Notes will accrue may be different. Additional Notes will be treated as part of the same series of Notes as the Original Notes for all purposes under this Indenture. 

“Adjusted Consolidated Net Tangible Assets” means (without duplication), as of the date of determination, (i) the
sum of (a) discounted future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with the Commission’s guidelines before any state or federal income taxes, with no less than
80% of the discounted future net revenues estimated by one or more nationally recognized firms of independent petroleum engineers in a reserve report prepared as of the end of the Company’s most recently completed fiscal year, as increased by,
as of the date of determination, the estimated discounted future net revenues from (1) estimated proved oil and gas reserves acquired since the date of such year-end reserve report, and (2) estimated oil and gas reserves attributable to
upward revisions of estimates of proved oil and gas reserves since the date of such year-end reserve report due to exploration, development or exploitation activities, in each case calculated in accordance with the Commission’s guidelines
(utilizing the prices utilized in such year-end reserve report) increased by the accretion of the discount from the date of the reserve report to the date of determination, and decreased by, as of the date of determination, the estimated discounted
future net revenues from (3) estimated proved oil and gas reserves produced or disposed of since the date of such year-end reserve report and (4) estimated oil and gas reserves attributable to downward revisions of estimates of proved oil
and gas reserves since the date of such year-end reserve report due to changes in geological conditions or other factors which would, in accordance with standard industry practice, cause such revisions, in each case calculated in accordance with the
Commission’s guidelines (utilizing the prices utilized in such year-end reserve report); provided, that, in the case of each of the determinations made pursuant to clause (1) through (4), such increases and decreases shall be as
estimated by the Company’s petroleum engineers, unless in the event that there is a Material Change as a result of such acquisitions, dispositions or revisions, then the discounted future net revenues utilized for purposes of this clause
(i) (a) shall be confirmed in writing by one or more nationally recognized firms of independent petroleum engineers, (b) the capitalized costs that are attributable to oil and gas properties of the Company and its Restricted
Subsidiaries to which no proved oil and gas reserves are attributable, based on the Company’s books and records as of a date no earlier than the date of the Company’s latest annual or quarterly financial statements, (c) the Net
Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly financial statements and (d) the greater of (1) the net book value on a date no earlier than the date of the Company’s latest annual
or quarterly financial statements or (2) the book value of other tangible assets (including, without duplication, investments in unconsolidated Restricted Subsidiaries and mineral rights held under lease or other contractual arrangements) of
the Company and its Restricted Subsidiaries, as of the date no earlier than the date of the Company’s latest annual or quarterly financial statements, minus (ii) the sum of (a) minority interests, (b) any gas balancing
liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest audited financial statements, and (c) the discounted future net revenues, calculated in accordance with the Commission’s guidelines,
attributable to reserves 

  
 1 








 
subject to Dollar-Denominated Production Payments which, based on the estimates of production and price assumptions included in determining the discounted future net revenues specified in clause
(i)(a) above, would be necessary to fully satisfy the payment obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto. If the Company changes
its method of accounting from the successful efforts method to the full cost method or a similar method of accounting, “Adjusted Consolidated Net Tangible Assets” will continue to be calculated as if the Company was still using the
successful efforts method of accounting. 
 “Affiliate” of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, shall mean 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; provided, that beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control. 

“Agent” means any Registrar, Paying Agent or Authenticating Agent. 

“Agent Member” means a member of, or a participant in, the Depositary. 

“Asset Sale” means (i) the sale, lease, conveyance or other disposition (but excluding the creation of or
disposition pursuant to a Lien) of any assets including, without limitation, by way of a sale and leaseback; provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole shall be governed by Sections 4.13 and/or 5.01 hereof and not by Section 4.10 hereof, and (ii) the issuance or sale by the Company or any of its Restricted Subsidiaries of Equity Interests of any of the
Company’s Subsidiaries (including the sale by the Company or a Restricted Subsidiary of Equity Interests in an Unrestricted Subsidiary), in the case of either clause (i) or (ii), whether in a single transaction or a series of related
transactions (a) that have a fair market value in excess of $5.0 million or (b) for net proceeds in excess of $5.0 million. Notwithstanding the foregoing, the following shall not be deemed to be Asset Sales: (1) a transfer of assets
by the Company to a Wholly Owned Restricted Subsidiary of the Company or by a Wholly Owned Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary of the Company, (2) an issuance of Equity Interests
by a Wholly Owned Restricted Subsidiary of the Company to the Company or to another Wholly Owned Restricted Subsidiary of the Company, (3) the making of a Permitted Investment or a Restricted Payment that is permitted by Section 4.07,
(4) the abandonment, farm-out, lease or sublease of undeveloped oil and gas properties in the ordinary course of business, (5) the trade or exchange by the Company or any Restricted Subsidiary of the Company of any oil and gas property
owned or held by the Company or such Restricted Subsidiary for any oil and gas property owned or held by another Person, which the Board of Directors of the Company determines in good faith to be of approximately equivalent value, (6) the trade
or exchange by the Company or any Subsidiary of the Company of any oil and gas property owned or held by the Company or such Subsidiary for Equity Interests in another Person engaged primarily in the Oil and Gas Business which, together with all
other such trades or exchanges (to the extent excluded from the definition of Asset Sale pursuant to this clause (6)) since the date of this Indenture, do not exceed 5% of Adjusted Consolidated Net Tangible Assets determined after such trade or
exchange, (7) the sale or transfer of hydrocarbons or other mineral products or other inventory or surplus or obsolete equipment in the ordinary course of business or (8) sales of assets or property (including Capital Stock) described in
clause (c)(iv) of Section 4.07. 
 “Attributable Debt” in respect of a sale and leaseback transaction
means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) 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). 
 “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee. 
 “Bankruptcy Code” means Title 11 of the United States Code, as amended. 

  
 2 








 “Board of Directors” means the Board of Directors of the Company or a
Subsidiary Guarantor, as applicable, or any authorized committee of such Board of Directors. 
 “Business Day”
means any day other than a Legal Holiday. 
 “Capital Lease Obligation” means, at the time any determination
thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. 

“Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or
business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case
of a limited liability company or similar entity, any membership or similar interests therein and (v) 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, in each case excluding debt securities convertible or exchangeable for any of the foregoing. 

“Cash Equivalents” means (i) United States dollars, (ii) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition, (iii) certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Credit Agreement or with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thompson Bank Watch Rating of “B” or better, (iv) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses
(ii) and (iii) above entered into with any financial institution meeting the qualifications specified in clause (iii) above, (v) commercial paper having a rating of at least P1 from Moody’s or a rating of at least Al from
S&P, and (vi) investments in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (ii) through (v) above. 

“Certificated Note” means a Note in registered individual form without interest coupons. 

“Change of Control” means the occurrence of any of the following: (i) the 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 assets of the Company and its Subsidiaries taken as a whole to any “person” or group of
related “persons” (as such terms are used in Section 13(d)(3) of the Exchange Act), (ii) the adoption of a plan relating to the liquidation or dissolution of the Company, (iii) the consummation of any transaction (including,
without limitation, any purchase, sale, acquisition, disposition, merger or consolidation) the result of which is that any “person” (as defined above) or group of related “persons” becomes the “beneficial owner” (as
such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of more than 40% of the aggregate voting power of all classes of Capital Stock of the Company having the right to elect directors under ordinary circumstances or (iv) the
first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 

“Commission” means the Securities and Exchange Commission. 

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person
and its Restricted Subsidiaries for such period, plus (i) an amount equal to any extraordinary loss, plus any net loss realized in connection with an Asset Sale (together with any related provision for taxes), to the extent such losses
were included in computing such Consolidated Net Income, plus (ii) 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 included in
computing such Consolidated Net Income, plus (iii) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of 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 letters of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Interest Rate Hedging Agreements), to the extent that any such expense was included in
computing such Consolidated Net Income, plus (iv)

  
 3 








 
depreciation, depletion and amortization expenses (including amortization of goodwill and other intangibles) for such Person and its Restricted Subsidiaries for such period to the extent that
such depreciation, depletion and amortization expenses were included in computing such Consolidated Net Income, plus (v) exploration expenses for such Person and its Restricted Subsidiaries for such period to the extent such exploration
expenses were included in computing such Consolidated Net Income, plus (vi) other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such other non-cash charges were included in computing such Consolidated Net Income, in each
case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes on the income or profits of, and the depreciation, depletion and amortization and other non-cash charges and expenses of, a
Restricted Subsidiary of the referent Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in same proportion) that the Net Income of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person and only if a corresponding amount would be permitted at the date of determination to be dividended to the referent Person by such Restricted Subsidiary without prior governmental approval (that has not been
obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its
stockholders. 
 “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, that (i) 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 shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Restricted Subsidiary thereof, (ii) the Net Income of any
Restricted Subsidiary shall 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, (iii) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded, (iv) the cumulative effect of a change in accounting principles
shall be excluded, (v) any impairments or writedowns of oil and natural gas assets shall be excluded, provided, however, that ceiling limitation write-downs in accordance with GAAP shall be treated as capitalized costs, as if such
write-downs had not occurred, (vi) extraordinary non-cash losses shall be excluded, (vii) any non-cash compensation expenses realized for grants of performance shares, stock options or stock awards to officers, directors and employees of
the Company or any of its Restricted Subsidiaries shall be excluded and (viii) any unrealized non-cash gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting from the application of Accounting
Standards Codification 815, Derivatives and Hedging) shall be excluded. 
 “Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the date of original issuance of the Notes or (ii) 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. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the
Company. 
 “Credit Agreement” means that certain Fourth Amended and Restated Credit Agreement, dated as of
February 18, 2011, as amended as of February 21, 2012, as further amended as of April 9, 2012, by and among the Company, certain Subsidiaries of the Company, JPMorgan Chase Bank, N.A., Royal Bank of Canada, Bank of America, N.A.,
Credit Agricole Corporate and Investment Bank, Wells Fargo Bank, National Association, Bank of Montreal, Barclays Bank PLC, BNP Paribas, Citibank, N.A., Compass Bank, Deutsche Bank Trust Company Americas, Natixis, The Bank of Nova Scotia, SunTrust
Bank, Union Bank, N.A., Capital One, N.A., Comerica Bank, Credit Suisse AG, Cayman Islands Branch, KeyBank National Association, Société Générale, UBS Loan Finance LLC, U.S. Bank National Association, Bank of Scotland
plc, BOKF, NA dba Bank of Texas, Amegy Bank National Association, The Frost National Bank, PNC Bank, N.A., Branch Banking and Trust and Canadian Imperial Bank of Commerce, New York Agency, (hereinafter collectively referred to as
“Lenders”, and individually, “Lender”) and 

  
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JPMorgan Chase Bank N.A., as Administrative Agent and Issuing Bank, Bank of America, N.A., as Co-Documentation Agent, Wells Fargo Bank, National Association, as Co-Documentation Agent, Credit
Agricole Corporate and Investment Bank, as Co-Syndication Agent, Royal Bank of Canada, as Co-Syndication Agent, as such credit agreement has been amended or supplemented to the date of the Indenture, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced, in whole or in part, from time to time, whether or not with the same
lenders or agents. 
 “Credit Facilities” means, with respect to the Company, one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, production payment financing, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time. 
 “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. 
 “Depositary” means the depositary of each Global
Note, which will initially be DTC. 
 “Designated Senior Debt” means (i) the Credit Agreement and
(ii) any other Senior Debt permitted under this Indenture the principal amount of which is $25 million or more and that has been designated by the Company as “Designated Senior Debt.” 

“Disqualified Stock” means any Capital Stock to the extent that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in
part, on or prior to the date that is 91 days after the date on which the Notes mature. 
 “Dollar-Denominated
Production Payments” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith. 

“DTC” means The Depository Trust Company, a New York corporation, and its successors. 

“DTC Legend” means the legend set forth in Exhibit C. 

“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). 
 “Exchange Act” means the
Securities Exchange Act of 1934, as amended. 
 “Exchange Notes” means the Notes of the Company issued pursuant
to the Indenture in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the
Initial Notes or any Initial Additional Notes (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating
to Liquidated Damages will be eliminated). 
 “Exchange Offer” means an exchange offer by the Company to the
Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement. 
 “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement. 

“Existing Senior Subordinated Notes” means the Company’s 7 1/4% Senior Subordinated Notes due 2018, 8% Senior Subordinated Notes due 2019,
6 3/4% Senior Subordinated Notes due 2020, 5 3/4% Senior Subordinated Notes due 2021 and 5% Senior Subordinated Notes due 2022. 

  
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 “Fixed Charge Coverage Ratio” means with respect to any Person for any
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 Company or any of its Restricted Subsidiaries incurs, assumes, guarantees or redeems any
Indebtedness (other than revolving credit borrowings) or issues preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the calculation of the Fixed
Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of making the computation referred to above, (i) acquisitions that have been made by the
referent Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to
the Calculation Date (including, without limitation, any acquisition to occur on the Calculation Date) shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall
be calculated without giving effect to clause (iii) of the proviso set forth in the definition of Consolidated Net Income, (ii) the net proceeds of Indebtedness incurred or Disqualified Stock issued by the referent Person pursuant to the
first paragraph of Section 4.09 hereof during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have been received by the referent Person or any of its Restricted
Subsidiaries on the first day of the four-quarter reference period and applied to its intended use on such date, (iii) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or
businesses disposed of prior to the Calculation Date, shall be excluded and (iv) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation
Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges shall not be obligations of the referent Person or any of its Restricted Subsidiaries following the Calculation Date. 

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of (i) the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of 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 payments (if any) pursuant to Interest Rate Hedging Agreements); (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such
period; (iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or any of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any of its Restricted Subsidiaries (whether or not
such guarantee or Lien is called upon) and (iv) the product of (a) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Restricted Subsidiary) on any series of preferred stock of such Person or any
of its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each
case, on a consolidated basis and in accordance with GAAP. 
 “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 and 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 hereof. 
 “Global Note” means a Note in registered global form without interest coupons. 
 “Government Securities” means securities that are (a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or
(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such Government Security or a specific payment of principal of or interest on any such Government Security held by such custodian for the account of the holder of such depositary receipt; provided, that (except as required by
law) 

  
 6 








 
such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government
Security or the specific payment of principal of or interest on the Government Security evidenced by such depositary receipt. 

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course
of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. 

“Guarantee” means each of the Guarantees of the Notes by the Subsidiary Guarantors hereunder. 

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

“Indebtedness” means, with respect to any Person, without duplication, (a) any indebtedness of such Person, whether
or not contingent, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments, (iii) evidenced by letters of credit (or reimbursement agreements in respect thereof) or banker’s
acceptances, (iv) representing Capital Lease Obligations, (v) 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,
(vi) representing any obligations in respect of Interest Rate Hedging Agreements or Oil and Gas Hedging Contracts, and (vii) in respect of any Production Payment, (b) all indebtedness of others secured by a Lien on any asset of such
Person (whether or not such indebtedness is assumed by such Person), (c) Attributable Debt of such Person, and (d) to the extent not otherwise included in the foregoing, the guarantee by such Person of any indebtedness of any other Person;
provided, that the indebtedness described in clauses (a) (i), (ii), (iv) and (v) shall be included in this definition of Indebtedness only if, and to the extent that, the indebtedness described in such clauses would appear as a
liability upon a balance sheet of such Person prepared in accordance with GAAP. 
 “Indenture” means this
Indenture, as amended or supplemented from time to time. 
 “Initial Additional Notes” means Additional Notes
issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor. 
 “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor. 

“Initial Purchasers” means the initial purchasers party to a purchase agreement with the Company relating to the sale of
the Initial Notes or Initial Additional Notes by the Company. 
 “interest”, in respect of the Notes, unless
the context otherwise requires, refers to interest and Liquidated Damages, if any. 
 “Interest Rate Hedging
Agreements” means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates. 
 “Investments” means, with respect to
any Person, all investments by such Person in other Persons (including Affiliates) in the form of direct or indirect loans (including guarantees of Indebtedness or other obligations, but excluding trade credit and other ordinary course advances
customarily made in the oil and gas industry), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, that the following shall not constitute Investments:
(i) an acquisition of assets, Equity Interests or other securities by the Company for consideration consisting of common equity securities of the Company, (ii) Interest Rate Hedging Agreements entered into in accordance with the
limitations set forth in clause (h) of the definition of “Permitted Indebtedness” set forth in Section 4.09 hereof, (iii) Oil and Gas Hedging Contracts entered into in accordance with the limitations set forth in clause
(i) of the definition of “Permitted Indebtedness” set forth in Section 4.09 hereof and (iv) endorsements of negotiable instruments and documents in the ordinary course of business. 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 

  
 7 








 
giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of. 
 “Issue
Date” means the first date that any Notes are issued under this Indenture. 
 “Legal Holiday” means a
Saturday, a Sunday or a day on which banking institutions in the City of New York, the City of Chicago, the City of Houston, Texas or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any
kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or
give a 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 with respect to a lease not
intended as a security agreement). 
 “Liquidated Damages” means the increase in interest rate owed to the
Holders pursuant to a Registration Rights Agreement. 
 “Make-Whole Premium” means, with respect to a Note at
any redemption date, the excess of (A) the present value at such time of (1) the redemption price, excluding accrued interest, of such note at March 15, 2018, (as set forth in the table in Section 3.07(a)) plus (2) all
required interest payments, excluding accrued interest, due on such Note through March 15, 2018, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note. 

“Material Change” means an increase or decrease (excluding changes that result solely from changes in prices) of more
than 20% during a fiscal quarter in the estimated discounted future net cash flows from proved oil and gas reserves of the Company and its Restricted Subsidiaries, calculated in accordance with clause (i)(a) of the definition of Adjusted
Consolidated Net Tangible Assets; provided, however, that the following will be excluded from the calculation of Material Change; (i) any acquisitions during the quarter of oil and gas reserves that have been estimated by one or
more nationally recognized firms of independent petroleum engineers and on which a report or reports exist and (ii) any disposition of properties existing at the beginning of such quarter that have been disposed of as provided in
Section 4.10 hereof. 
 “Moody’s” means Moody’s Investors Service, Inc. and its successors.

 “Net Income” means, with respect to any 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, (i) 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 (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on such extraordinary or nonrecurring gain (but not loss).

 “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, but excluding cash amounts placed in escrow, until such amounts
are released to the Company), net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and expenses, and sales commissions) and any relocation expenses incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness (other than Indebtedness under
any Credit Facility) secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and any reserve
established for future liabilities. 

  
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 “Net Working Capital” means (i) all current assets of the Company and
its Restricted Subsidiaries, minus (ii) all current liabilities of the Company and its Restricted Subsidiaries, except current liabilities included in Indebtedness, in each case as set forth in financial statements of the Company prepared in
accordance with GAAP (excluding any adjustments made pursuant to the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 133). 
 “Non-Recourse Debt” means Indebtedness (i) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides any guarantee or credit support of any kind
(including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise); (ii) no default with respect to which (including any
rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (iii) the explicit terms of which provide that there is no recourse against any of the assets of the
Company or its Restricted Subsidiaries. 
 “Non-U.S. Person” means a Person that is not a U.S. person, as
defined in Regulation S. 
 “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, the Assistant Secretary, any Vice-President of such Person or any other individual designated in writing by such Person as
an Officer. 
 “Officers’ Certificate” means a certificate signed on behalf of the Company, by two
Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. 

“Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S. 

“Oil and Gas Business” means (i) the acquisition, exploration, development, operation and disposition of interests
in oil, gas and other hydrocarbon properties, (ii) the gathering, marketing, distribution, treating, processing, storage, selling and transporting of any production from such interests or properties, (iii) any business relating to
exploration for or development, production, treatment, processing, storage, transportation or marketing of oil, gas and other minerals and products produced in association therewith and (iv) any activity that is ancillary to or necessary or
appropriate for the activities described in clauses (i) through (iii) of this definition. 
 “Oil and Gas
Hedging Contracts” means any oil and gas purchase or hedging agreement, and other agreement or arrangement, in each case, that is designed to provide protection against oil and gas price fluctuations. 

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the
requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any Subsidiary Guarantor or the Trustee. 
 “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor. 
 “pari passu Indebtedness” means indebtedness which ranks pari passu in right of payment to the Notes. 
 “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes. 

“Permitted Investments” means (a) any Investment in the Company or in a Wholly Owned Restricted Subsidiary of the
Company; (b) any Investment in Cash Equivalents or securities issued or directly and fully 

  
 9 








 
guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition; (c) any Investment by
the Company or any Restricted Subsidiary of the Company in a Person if, as a result of such Investment and any related transactions that at the time of such Investment are contractually mandated to occur, (i) such Person becomes a Wholly Owned
Restricted Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted
Subsidiary of the Company; (d) 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 hereof; (e) other Investments in any Person or
Persons 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 (e) that
are at the time outstanding not to exceed $10.0 million; (f) any Investment acquired by the Company in exchange for Equity Interests in the Company (other than Disqualified Stock); (g) shares of Capital Stock received in connection with
any good faith settlement of a bankruptcy proceeding involving a trade creditor; (h) entry into operating agreements, joint ventures, partnership agreements, working interests, royalty interests, mineral leases, processing agreements, farm-out
agreements, contracts for the sale, transportation or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual interest agreements, production sharing agreements 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 the ordinary course of the Oil and Gas Business, excluding, however, Investments in
corporations other than any Investment received pursuant to the Asset Sale provision and (i) the acquisition of any Equity Interests pursuant to a transaction of the type described in clause (6) of the exclusions from the definition of
“Asset Sale”. 
 “Permitted Liens” means (i) Liens securing Indebtedness of a Subsidiary or
Liens securing Senior Debt, in each case, that is outstanding on the Issue Date and Liens securing Senior Debt that is permitted by the terms of this Indenture to be incurred, (ii) Liens in favor of the Company, (iii) Liens on property or
assets existing at the time of acquisition thereof by the Company or any Subsidiary of the Company and Liens on property or assets of a Subsidiary existing at the time it became a Subsidiary, provided, that such Liens were in existence prior
to the contemplation of the acquisition and do not extend to any assets other than the acquired property, (iv) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment
insurance or other kinds of social security, or to secure the payment or performance of tenders, statutory or regulatory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of
business (including lessee or operator obligations under statutes, governmental regulations or instruments related to the ownership, exploration and production of oil, gas and minerals on state or federal lands or waters), (v) Liens existing on
the date of this Indenture, (vi) 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 shall be required in conformity with GAAP shall have been made therefor, (vii) statutory liens of landlords, mechanics, suppliers, vendors, warehousemen, carriers or other like
Liens arising in the ordinary course of business, (viii) judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceeding that may have been duly initiated for the review of such judgment shall not have been
finally terminated or the period within which such proceeding may be initiated shall not have expired, (ix) Liens on, or related to, properties or 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 or operation thereof, (x) Liens on pipelines or pipeline facilities that arise under operation of law, (xi) Liens arising under operating agreements, joint venture agreements, partnership
agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other
agreements that are customary in the Oil and Gas Business, (xii) Liens reserved in oil and gas mineral leases for bonus or rental payments and for compliance with the terms of such leases, (xiii) Liens securing the Notes and
(xiv) Liens not otherwise permitted by clauses (i) through (xiii) that are incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any
one time outstanding. 
 “Permitted Refinancing Debt” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness (other than Indebtedness incurred under a Credit Facility) of the Company or any of its
Restricted Subsidiaries; provided, that: (i) the principal amount of such Permitted Refinancing Debt does not exceed the principal amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the


  
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amount of reasonable expenses incurred in connection therewith); (ii) such Permitted Refinancing Debt has a final maturity date on or later than the final maturity date of, and has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Debt has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms
at least as favorable taken as a whole to the Holders of the Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness is incurred
either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 
 “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity. 
 “Production Payments” means Dollar-Denominated
Production Payments and Volumetric Production Payments, collectively. 
 “Registrar” means a Person engaged to
maintain the Register. 
 “Registration Rights Agreement” means (i) the Registration Rights Agreement
dated on the Issue Date among the Company, the Subsidiary Guarantors and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements among the
Company, the Subsidiary Guarantors and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities
Act. 
 “Regulation S” means Regulation S under the Securities Act. 

“Regulation S Certificate” means a certificate substantially in the form of Exhibit D hereto. 

“Repurchase Offer” means an offer made by the Company to purchase all or any portion of a Holder’s Notes pursuant
to Section 4.10 or 4.13 hereof. 
 “Responsible Officer” when used with respect to the Trustee, means the
officer within the Corporate Trust Department of the Trustee (or any successor group of the Trustee) having direct responsibility for the administration of this Indenture. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Legend” means the legend set forth in Exhibit B. 

“Restricted Period” means the relevant 40-day distribution compliance period as defined in Regulation S. 

“Restricted Subsidiary” means any direct or indirect Subsidiary of the Company that is not an Unrestricted Subsidiary.

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

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit E hereto or (ii) a
written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it
exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not
to request such information. 
 “S&P” means Standard & Poor’s Ratings Group and its
successors. 

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

“Shelf Registration Statement” means the Shelf Registration Statement as defined in a Registration Rights Agreement.

 “Significant Subsidiary” means any Subsidiary of the Company that would be a “significant
subsidiary” as defined in Article I, Rule 1.02 of Regulation S-X, promulgated pursuant to the Exchange Act, as such Regulation is in effect on the date hereof. 
 “Subordinated Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary (whether outstanding on the date of the issuance of the Notes or thereafter incurred) which
is subordinate or junior in right of payment to the Notes pursuant to a written agreement. 
 “Subsidiary”
means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) any partnership
(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination
thereof). 
 “Subsidiary Guarantors” means initially the Restricted Subsidiaries of the Company who are
signatories to this Indenture as of the Issue Date and any other future Restricted Subsidiary of the Company and in each case their respective successors and assigns; provided, that in no event shall any Subsidiary acquired or created by the
Company after the date of this Indenture that is organized under the laws of a jurisdiction other than the United States or any State or other subdivision thereof (a “non-U.S. Subsidiary”) be a Subsidiary Guarantor under this
Indenture. 
 “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date on which this
Indenture is qualified under the TIA. 
 “Total Assets” means, with respect to any Person, the total
consolidated assets of such Person and its Restricted Subsidiaries, as shown on the most recent balance sheet of such Person. 

“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 or similar market data)) most nearly equal to the period from the redemption date to March 15, 2018; provided, however, that if the period from the redemption date to March 15, 2018 is not
equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to March 15, 2018 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. 
 “Trustee” means the party named as
such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

“Unrestricted Subsidiary” means (i) any Subsidiary of the Company which at the time of determination shall be an
Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may designate any Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if: (a) such Subsidiary does not own any Capital Stock of,
or own or hold any Lien on any property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; (b) all the Indebtedness of such Subsidiary shall at the
date of designation, and will at all times thereafter consist of, Non-Recourse Debt; (c) the Company certifies that such designation was permitted by Section 4.07; (d) such Subsidiary,


  
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either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries;
(e) such Subsidiary does not, directly or indirectly, own any Indebtedness of or Equity Interest in, and has no Investments in, the Company or any Restricted Subsidiary; (f) such Subsidiary is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results; and (g) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted
Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company. Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions. If, at any time,
any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred as of such date. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that (1) immediately after giving effect to such designation, no Default or
Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could incur at least $1.00 of additional Indebtedness (excluding Permitted Indebtedness) pursuant to Section 4.09 on a pro forma
basis taking into account such designation and (2) such Subsidiary executes a Guarantee pursuant to Section 11.02 of this Indenture. 
 “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A. 

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with
GAAP, together with all undertakings and obligations in connection therewith. 
 “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial
maturity or other required payments of principal, including payment at final maturity, in respect thereof, 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
(ii) the then outstanding principal amount of such Indebtedness. 
 “Wholly Owned Restricted Subsidiary”
of any Person means a Restricted Subsidiary of such Person, all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned, directly or indirectly, by such Person
or by one or more Wholly Owned Restricted Subsidiaries of such Person. 
 Section 1.02    Other Definitions.

  

					
	 Term
	  	Defined in Section	 
	 “Affiliate Transaction”
	  	 	4.11	  
	 “Asset Sale Offer”
	  	 	3.09	  
	 “Bankruptcy Law”
	  	 	10.02	  
	 “Change of Control Offer”
	  	 	4.13	  
	 “Change of Control Payment”
	  	 	4.13	  
	 “Change of Control Payment Date”
	  	 	4.13	  
	 “Covenant Defeasance”
	  	 	8.03	  
	 “Custodian”
	  	 	6.01	  
	 “Event of Default”
	  	 	6.01	  
	 “Excess Proceeds”
	  	 	4.10	  
	 “incur”
	  	 	4.09	  
	 “Legal Defeasance”
	  	 	8.02	  
	 “Notice of Default”
	  	 	6.01	  
	 “Offer Amount”
	  	 	3.09	  
	 “Offer Period”
	  	 	3.09	  
	 “Payment Blockage Notice”
	  	 	10.04	  
	 “Payment Default”
	  	 	6.01	  
	 “Permitted Indebtedness”
	  	 	4.09	  
	 “Purchase Date”
	  	 	3.09	  
	 “Register”
	  	 	2.09	  
	 “Representative”
	  	 	10.02	  
	 “Restricted Payments”
	  	 	4.07	  
	 “Senior Debt”
	  	 	10.02	  


  
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 Section 1.03    Incorporation by Reference of Trust Indenture Act.

 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. 
 The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Notes; 
 “indenture to be qualified” means this Indenture; 

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

“obligor” with respect to the Notes means the Company and with respect to the Guarantees means the Subsidiary Guarantors
and any successor obligor upon the Notes and the Guarantees, respectively. 
 All other terms used in this indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by rule enacted by the Commission under the TIA have the meanings so assigned to them. 
 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) provisions apply to successive events and transactions; and 
 (6) references
to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time. 
 (7) references to Statements of Financial Accounting Standards of the Financial Accounting Standards Board do not reflect the new nomenclature resulting from the Financial Accounting Standard Board’s
codification of such Statements in its Accounting Standards Codification 105, Generally Accepted Accounting Principles, issued in June 2009, but are deemed to include the codified statements under their current nomenclature. 

ARTICLE 2 

THE NOTES 
 Section 2.01    Form, Dating and Denominations 144A, Reg S; Legends 144A, Reg S. 
 (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated herein and made part of this Indenture. The
Guarantees of the Subsidiary Guarantors shall be substantially in the form of Exhibit F hereto, the terms of which are incorporated in and made 

  
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part of this indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its issuance and shall show the
date of its authentication. The Notes will be fully registered as to principal and interest in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. 
 (b)(1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.

 (2) Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.

 (3) Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the
Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes. 

(4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes. 

(c)(1) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a
Note is eligible for resale without restriction pursuant to Rule 144(d) under the Securities Act (or a successor provision) and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note
(or a beneficial interest therein) are effected in compliance with the Securities Act, or 
 (2) after an
Initial Note or any Initial Additional Note is 
 (x) sold pursuant to an effective registration statement under the Securities
Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer 
 the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its
transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction. 
 (d) By its acceptance of any Note
bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in
this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend. 
 Section 2.02    Execution and Authentication; Exchange Notes; Additional Notes. 
 (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at
the time the Note is authenticated, the Note will still be valid. 
 (b) A Note will not be valid until the Trustee manually signs the
certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture. 

(c) At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the
Trustee for authentication. The Trustee will authenticate and deliver 
 (i) Initial Notes for original issue in the aggregate
principal amount not to exceed $750,000,000, 
 (ii) Initial Additional Notes from time to time for original issue in aggregate
principal amounts specified by the Company, and 

  
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 (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of
Initial Notes or Initial Additional Notes 
 after the following conditions have been met: 

(1) Receipt by the Trustee of a written order of the Company executed by an Officer of the Company specifying: 

(A) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, 

(B) whether the Notes are to be Initial Notes or Additional Notes or Exchange Notes, 

(C) in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4, 

(D) whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and 

(E) other information the Company may determine to include or the Trustee may reasonably request. 

(2) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the exchange offer
thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect). Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee. 

(d) Additional Notes may be issued, subject to any limitations herein; provided, however, that if the Additional Notes are not fungible
with the Original Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number. 

Section 2.03    Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. 

(a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each
reference in the Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent.
In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of the Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights. The Company
initially appoints the Trustee as Registrar and Paying Agent. 
 (b) The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or of interest on the Notes and will promptly notify the Trustee of
any Default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any
payment Default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid
over to the Trustee. 
 Section 2.04    Replacement Notes. If a mutilated Note is surrendered to the Trustee or
if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.
Every replacement Note is an additional Obligation of the Company and entitled to the benefits of the Indenture. If required by the Trustee or the Company, an indemnity must be furnished that is sufficient in the judgment of both the Trustee and the
Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a 

Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may
pay the Note instead of issuing a replacement Note. 

  
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 Section 2.05    Outstanding Notes. 

(a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for 

(1) Notes cancelled by the Trustee or delivered to it for cancellation; 
 (2) any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide
purchaser; and 
 (3) on or after the maturity date or any redemption date or date for repurchase of the Notes pursuant to an Asset Sale Offer
or a Change of Control Offer, those Notes payable or to be redeemed or repurchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

 (b) A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the
Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only
Notes which the Trustee actually knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company. 

Section 2.06    Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee
will authenticate temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Company Officer executing the
temporary Notes, as evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes
will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any
temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes will be entitled to the same
benefits under the Indenture as definitive Notes. 
 Section 2.07    Cancellation. The Company at any time may
deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange,
payment or cancellation and dispose of them in accordance with its document retention procedures or the written instructions of the Company. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for
cancellation. 
 Section 2.08    CUSIP and CINS Numbers. The Company in issuing the Notes may use
“CUSIP” and “CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in offers to purchase as a convenience to Holders, the notice to 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 redemption or exchange. The Company will promptly notify the Trustee in writing of any change in the CUSIP or CINS numbers. 

Section 2.09    Registration, Transfer and Exchange. 

  
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 (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the
Registrar to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes. 
 (b)(1) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend set forth in Exhibit C.

 (2) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial
interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (x) as set forth in Section 2.09(b)(4) and (y) transfers of portions thereof in
the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the
Depositary and in compliance with this Section 2.09 and Section 2.10. 
 (3) Agent Members will have no rights under the Indenture
with respect to any Global Note held on their behalf by the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to
take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a
holder of any security. 
 (4) Except as provided below, Global Notes may not be exchanged for Certificated Notes. If (x) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing
and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount
registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes
issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated
Note issued in exchange for a beneficial interest in an Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Regulation S Certificate after the Restricted Period to exchange such Certificated Note for a
Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder. 
 (c) Each
Certificated Note will be registered in the name of the holder thereof or its nominee. 
 (d) A Holder may transfer a Note to another Person or
exchange a Note for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange. The Registrar will promptly register any
transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Registrar for the purpose; provided, that 
 (x) no transfer or exchange will be effective until it is registered in such Register and 
 (y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or repurchased, (ii) to
register the transfer of or exchange any Note so selected for redemption or repurchase in whole or in part, except, in the case of a partial redemption or repurchase, that portion of any Note not being redeemed or repurchased, or (iii) if a
redemption or a repurchase is to occur after a regular record date but on or before the corresponding related interest payment date, to register the transfer of or exchange any Note on or after the regular record date and before the date of
redemption or repurchase. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is
overdue), and will not be affected by notice to the contrary. 

  
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 From time to time the Company will execute and the Trustee will authenticate additional
Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section. 
 No service
charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer
tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(4)). 
 (e)(1) Global Note to Global Note. If a
beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the
principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of a
beneficial interest in another Global Note, or exchanged for a beneficial interest in another Global Note, will, upon transfer or exchange, cease to be an owner of a beneficial interest in such Global Note and become an owner of a beneficial
interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an
interest. 
 (2) Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a
Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations
having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable. 

(3) Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee
will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less
than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion
of the canceled Certificated Note, registered in the name of the Holder thereof. 
 (4) Certificated Note to Certificated Note. If a
Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations
having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of
such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized
denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof. 
 Section 2.10    Restrictions on Transfer and Exchange. 
 (a) The
transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of
the Depositary. The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence. 
 (b)
Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made
in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below. 

  
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	A                        
	 	 	  	B                    	  	 	  	C	 
	 U.S. Global Note
	 		  	U.S. Global Note	  		  	 	(1	) 
	 U.S. Global Note
	 		  	Offshore Global Note	  		  	 	(2	) 
	 U.S. Global Note
	 		  	Certificated Note	  		  	 	(3	) 
	 Offshore Global Note
	 		  	U.S. Global Note	  		  	 	(4	) 
	 Offshore Global Note
	 		  	Offshore Global Note	  		  	 	(1	) 
	 Offshore Global Note
	 		  	Certificated Note	  		  	 	(3	) 
	 Certificated Note
	 		  	U.S. Global Note	  		  	 	(4	) 
	 Certificated Note
	 		  	Offshore Global Note	  		  	 	(2	) 
	 Certificated Note
	 		  	Certificated Note	  		  	 	(3	) 

 (1) No certification is required. 

(2) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S
Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. 

(3) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule
144A Certificate or (y) a duly completed Regulation S Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is
being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted
Legend or a Holder of an Offshore Global Note after the Restricted Period, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S
Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the
Restricted Legend. 
 (4) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a
duly completed Rule 144A Certificate, except that with respect to the transfer or exchange of an Offshore Global Note after the Restricted Period ends, no Rule 144A Certificate is required. 
 (c) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) 
 (1) after such Note is eligible for resale without restriction pursuant to Rule 144(d) under the Securities Act (or a successor provision); provided that the Company has provided the Trustee with an
Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to
support such certificate; or 
 (2) (x) sold pursuant to an effective registration statement or (y) which is validly
tendered for exchange into an Exchange Note pursuant to an Exchange Offer. 
 Any Certificated Note delivered in reliance upon
this paragraph will not bear the Restricted Legend. 
 (d) The Trustee will retain copies of all certificates, opinions and other documents
received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee. 

Section 2.11    Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record
date and payment date, provided, that no such special record date shall be less than 10 days prior to 

  
 20 









 
the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. 

ARTICLE 3 

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, then it shall furnish
to the Trustee, at least 45 days but not more than 60 days before a redemption date (or such shorter time as shall be agreed by the Trustee), an Officers’ Certificate setting forth (i) the paragraph of the Notes pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price. 
 Section 3.02    Selection of Notes to be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the
Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as the Trustee is advised by the Company, or, if the Notes are not so listed, on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided, that no Notes of $1,000 or less shall be redeemed in part. In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 

The Trustee 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 $1,000 or whole multiples of $1,000; 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 a multiple of $1,000, shall be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original
Note. On and after the redemption date, unless the Company defaults in payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption. Except as provided in this Section 3.02, provisions of this
Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 
 The provisions of
the two preceding paragraphs 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. Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder of Notes to be redeemed at such Holder’s registered address, provided, however,
that the Company shall provide notice to the Trustee pursuant to Section 3.01 hereof at least three days (or such shorter period as shall be satisfactory to the Trustee) prior to the mailing of the notice pursuant to this Section 3.03.

 The notice shall identify the Notes to be redeemed and shall state: 
 (a) the redemption date; 
 (b) the redemption price; 

(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 Notes or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 

  
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 (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 on Notes called for redemption cease to accrue on
and after the redemption date; 
 (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and 
 (h) that no representation is made as to the correctness or accuracy of the CUSIP 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 such notice
shall be modified in form but not substance to the extent appropriate to accord with the procedures of the Depositary applicable to redemptions. 
 At the Company’s request and expense, the Trustee shall give the notice of redemption in the Company’s name; provided, however, that the Company shall have delivered to the
Trustee, at least 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in
such notice as provided in the second preceding paragraph. 
 Section 3.04    Effect of Notice of Redemption.
Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

 Section 3.05    Deposit of Redemption Price. On or prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return without interest to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of and accrued interest on all Notes to be redeemed. 

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

 Section 3.06    Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the receipt of a written authentication order of the Company signed by an Officer of the Company, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed
portion of the Note surrendered. 
 Section 3.07    Optional Redemption. 

(a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Notes are not redeemable at the Company’s option prior to
March 15, 2018. From and after March 15, 2018, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 

 

					
	 Year
	  	Percentage	 
	 2018
	  	 	102.500	% 
	 2019
	  	 	101.667	% 
	 2020
	  	 	100.833	% 
	 2021 and thereafter
	  	 	100.000	% 


  
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 (b) Prior to March 15, 2016 the Company may, at its option, on any one or more occasions, redeem up to
35% of the original aggregate principal amount of Notes at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the net proceeds of sales of public Equity
Interests of the Company; provided that at least 65% of the original aggregate principal amount of Notes remain outstanding immediately after the occurrence of such redemption; and provided, further, that any such redemption shall occur within 60
days after the date of the closing of the related sale of such Equity Interests. 
 (c) Prior to March 15, 2018, the Company may redeem all
or, from time to time, any part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus the Make-Whole Premium plus accrued and unpaid interest, if any, to the
redemption date. 
 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof. 
 Section 3.08    Mandatory Redemption. Except as set forth under Sections 4.10 and 4.13 hereof, the
Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 

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 of Notes and, to the extent required by the terms thereof, to all holders or lenders of other pari passu Indebtedness, to repurchase Notes and any such pari passu
Indebtedness (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 “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 hereof, giving effect to any related offer for pari passu
Indebtedness pursuant to Section 4.10, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made. 
 If the Purchase Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no interest shall be payable to Holders who tender Notes pursuant to the
Asset Sale Offer. 
 Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the
Trustee and each of the Holders. 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; 
 (b) the Offer Amount, the purchase price and the
Purchase Date; 
 (c) that any Note not tendered or accepted for payment shall continue to accrue interest; 

(d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
interest after the Purchase Date; 
 (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have
all of such Note purchased and may not elect to have only a portion of such Note purchased; 
 (f) that Holders electing to have a Note
purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three Business Days before the Purchase Date; 

  
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 (g) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying
Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and
a statement that such Holder is withdrawing his election to have such Note purchased; 
 (h) that, if the aggregate principal amount of Notes
surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased) in the manner provided in Section 4.10; and 
 (i) 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 (or transferred by book-entry transfer). 
 If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then such notice may be modified in form but not substance to the extent appropriate to accord with the procedures of
the Depositary applicable to repurchases. 
 On or before the Purchase Date, the Company shall, to the extent lawful, accept for
payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and 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. The Company, the Depositary or the Paying Agent, as the case may be, shall
promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company
shall promptly issue a new Note, and the Trustee, upon receipt of a written authentication order of the Company signed by two Officers of the Company 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 the Purchase Date.

 ARTICLE 4 
 COVENANTS 
 Section 4.01    Payment of
Notes. The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due
if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all such amounts then
due. 
 The Company shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue
principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue
installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 

Section 4.02    Maintenance of Office or Agency. The Company shall maintain an office or agency (which may be an office
of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where principal, premium, if any, and interest on the Notes will be paid and 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.


  
 24 









 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; provided, however, that no such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes. 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. 

Section 4.03    Reports. Notwithstanding that the Company may not be required to remain subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall file with the Commission and provide, within 15 days after such filing, the Trustee and Holders and prospective Holders
(upon request) with the annual reports and the information, documents and other reports that are specified in Sections 13 and 15(d) of the Exchange Act (but without exhibits in the case of the Holders and prospective Holders). In the event that the
Company is not permitted to file such reports, documents and information with the Commission, the Company will provide substantially similar information to the Trustee, the Holders and prospective Holders (upon request) as if the Company were
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company shall at all times comply with TIA § 314 (a). 
 Section 4.04    Compliance Certificate. 
 (a) The Company shall
deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its 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 and what action the Company is taking or proposes to take with respect thereto) and that to the best of his
or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium, if any, or interest on the Notes is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto. As of the date hereof, the Company’s fiscal year ends on December 31 of each calendar year. In the event the Company changes its fiscal year, it shall promptly notify
the Trustee in writing of such change. 
 (b) So long as not contrary to the then current recommendations of the American Institute of Certified
Public Accountants, the fiscal year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established
national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5
hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such
violation. 
 (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days of any
Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. 

Section 4.05    Taxes. The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency all
material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

 Section 4.06    Stay, Extension and Usury Laws. Each of the Company and the Subsidiary 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 each of the Company and the Subsidiary Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it 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    Restricted Payments. The Company shall not and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment to
holders of the Company’s Equity Interests in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or
distributions payable in Equity Interests (other than Disqualified Stock) of the Company); (ii) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; (iii) make any principal payment on, or
purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except at final maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses
(i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment: 
 (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and 
 (b) 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 
 (c) such Restricted Payment, together with the aggregate of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of this Indenture (excluding Restricted
Payments permitted by clauses (2), (3), (5) and (6) of the next succeeding paragraph), is less than the sum of (i) the dollar amount calculated as of the date of this Indenture under Section 4.07(c) of that certain Indenture
dated July 21, 2003 among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as successor trustee to Bank One, National Association, plus (ii) 50% of the Consolidated Net Income of the
Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing prior to the date of this Indenture 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 (iii) 100% of the aggregate net cash proceeds received by the Company
from the issue and sale since the date of this Indenture of Equity Interests in the Company or of debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or convertible debt
securities) sold to a Subsidiary of the Company and other than Disqualified Stock or debt securities that have been converted into Disqualified Stock), plus (iv) 100% of the amount of net cash proceeds received by the Company or a
Restricted Subsidiary from the sale within 12 months of the related acquisition of any of the following that are acquired after the date of the Indenture in exchange for Equity Interests of the Company (other than Disqualified Stock and other than
Capital Stock issued to a Subsidiary of the Company): (A) any property or assets (other than Indebtedness and Capital Stock); (B) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Restricted Subsidiary; or (C) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary, plus (v) to the extent that any Restricted Investment
that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (A) the net proceeds of such sale, liquidation or repayment and (B) the initial amount of such Restricted Investment.

 The foregoing provisions shall not prohibit (1) the payment of any dividend within 60 days after the date of declaration
thereof, if at said date of declaration such payment would have complied with the provisions of this Indenture; (2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company in exchange for, or out of
the proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of other Equity Interests of the Company (other than any Disqualified Stock); provided, that the amount of any such net cash proceeds that are
utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(iii) or (c)(iv) of the preceding paragraph; (3) the defeasance, redemption or repurchase of Subordinated Indebtedness with the net
cash proceeds from an incurrence of Permitted Refinancing Debt or the substantially concurrent sale (other than to a Subsidiary of the Company) of Equity Interests of the Company (other than Disqualified Stock); provided, that the amount of
any such net cash proceeds that are utilized for any such 

  
 26 









 
redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(iii) or (c)(iv) of the preceding paragraph; (4) the repurchase, redemption or other acquisition or
retirement for value of any Equity Interests of the Company or any Subsidiary of the Company held by any of the Company’s (or any of its Subsidiaries’) employees pursuant to any equity subscription agreement or stock option agreement in
effect as of the date of this Indenture; provided, that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2.0 million in any twelve-month period; and provided further,
that no Default or Event of Default shall have occurred and be continuing immediately after such transaction; (5) repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the
exercise price of such options; and (6) cash payments made by the Company for the repurchase, redemption or other acquisition or retirement of the Company’s Existing Senior Subordinated Notes. 

The amount of all Restricted Payments (other than cash) shall be the fair market value (as determined in good faith by a resolution of
the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) on the date of the Restricted Payment of the asset(s)
proposed to be transferred by the Company or the applicable Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. Not later than five days after the date of making any Restricted Payment, the Company shall deliver to the
Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed. 

In computing Consolidated Net Income for purposes of this Section 4.07, (i) the Company shall use audited financial statements
for the portion of the relevant period for which audited financial statements are available on the date of determination and unaudited financial statements and other current financial data based on the books and records of the Company for the
remaining portion of such period and (ii) the Company shall be permitted to rely in good faith on the financial statements and other financial data derived from the books and records of the Company that are available on the date of
determination. If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, would on the good faith determination of the Company be permitted under the requirements of this Indenture, such Restricted Payment
shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Company’s financial statements affecting Consolidated Net Income of the Company for any period. 

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a
Default. For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated shall be deemed to be a Restricted Investment or, if
applicable, a Permitted Investment at the time of such designation and must comply with this Section 4.07. All such outstanding Investments shall be deemed to constitute Investments in an amount equal to the greater of the fair market value or
the book value of such Investments at the time of such designation. Such designation shall only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. 
 Section 4.08    Dividend and Other Payment Restrictions Affecting Subsidiaries. The
Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (i)(x) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or
(y) pay any indebtedness owed by it to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries or (iii) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) the Credit Agreement and the indentures governing the Company’s Existing Senior Subordinated Notes, each as in
effect as of the date of this Indenture, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof or any other Credit Facility or indenture or other financing agreement or
instrument, provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or other Credit Facilities or indentures or other financing agreements or instruments are not
materially more restrictive taken as a whole with respect to such dividend and other payment restrictions than those contained in the Credit Agreement and such indentures as in effect on the date of the Indenture, (b) this Indenture and the
Notes, (c) applicable law, (d) any instrument governing 

  
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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, in the case of Indebtedness, to the
extent such Indebtedness 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 and its
Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred, (e) by reason of
customary non-assignment provisions in leases and customary provisions in other agreements that restrict assignment of such agreements or rights thereunder, entered into in the ordinary course of business and consistent with past practices,
(f) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired or (g) Permitted Refinancing Debt,
provided, that the restrictions contained in the agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced.

 Section 4.09    Incurrence of Indebtedness and Issuance of Disqualified Stock. The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock if: 
 (i) 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 is issued would have been at least 2.5 to 1, determined on a pro forma basis as set forth in the definition of Fixed Charge Coverage Ratio; and 
 (ii) no Default or Event of Default shall have occurred and be continuing at the time such additional Indebtedness is incurred or such Disqualified Stock is issued or would occur as a consequence of the
incurrence of the additional Indebtedness or the issuance of the Disqualified Stock. 
 Notwithstanding the foregoing, this
Indenture shall not prohibit any of the following (collectively, “Permitted Indebtedness”): (a) the Indebtedness evidenced by the Initial Notes and any Exchange Notes; (b) the Indebtedness evidenced by the Company’s
Existing Senior Subordinated Notes; (c) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness pursuant to Credit Facilities, so long as the aggregate principal amount of all Indebtedness incurred pursuant to this
clause (c) and outstanding under all Credit Facilities does not, at any one time, exceed the greater of (1) $1.5 billion and (2) an amount equal to the sum of (x) $50 million plus (y) 30% of Adjusted Consolidated Net
Tangible Assets determined after the incurrence of such Indebtedness (including the application of the proceeds therefrom), (d) the guarantee by any Subsidiary Guarantor of any Indebtedness that is permitted by this Indenture to be incurred by
the Company; (e) all Indebtedness of the Company and its Restricted Subsidiaries in existence as of the date of this Indenture; (f) intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries;
provided, however, that (1) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinate to the payment in full of all Obligations with respect to the Notes and (2)(A) 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 Wholly Owned Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not
either the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (g) Indebtedness in connection with one
or more standby letters of credit, guarantees, performance bonds or other reimbursement obligations, in each case, issued in the ordinary course of business and not in connection with the borrowing of money or the obtaining of advances or credit
(other than advances or credit on open account, includible in current liabilities, for goods and services in the ordinary course of business and on terms and conditions which are customary in the Oil and Gas Business, and other than the extension of
credit represented by such letter of credit guarantee or performance bond itself), not to exceed in the aggregate at any given time 5.0% of Total Assets; (h) Indebtedness under Interest Rate Hedging Agreements entered into for the purpose of
limiting interest rate risks, provided, that the obligations under such agreements are related to payment obligations on Indebtedness otherwise permitted by the terms of this covenant and that the aggregate notional principal amount of such
agreements does not exceed 105% of the principal amount of the Indebtedness to which such agreements relate; (i) Indebtedness under Oil and Gas Hedging Contracts, provided, that 

  
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such contracts were entered into in the ordinary course of business for the purpose of limiting risks that arise in the ordinary course of business of the Company and its Restricted Subsidiaries;
(j) the incurrence by the Company of Indebtedness not otherwise permitted to be incurred pursuant to this paragraph, provided, that the aggregate principal amount (or accreted value, as applicable) of all Indebtedness incurred pursuant
to this clause (j), together with all Permitted Refinancing Debt incurred pursuant to clause (k) of this paragraph in respect of Indebtedness previously incurred pursuant to this clause (j), does not exceed $10.0 million at any one time
outstanding; (k) Permitted Refinancing Debt incurred in exchange for, or the net proceeds of which are used to refinance, extend, renew, replace, defease or refund, Indebtedness that was permitted by this Indenture to be incurred (including
Indebtedness previously incurred pursuant to this clause (k) and Indebtedness referred to in clause (e) above); (l) accounts payable or other obligations of the Company or any Restricted Subsidiary 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; and (m) Indebtedness consisting of obligations in respect of purchase price adjustments, guarantees
or indemnities in connection with the acquisition or disposition of assets. 
 The Company shall not permit any of its
Unrestricted Subsidiary to incur any Indebtedness other than Non-Recourse Debt; provided, however, if any such Indebtedness ceases to be Non-Recourse Debt, such event shall be deemed to constitute an incurrence of Indebtedness by the
Company. 
 For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness
incurred pursuant to and in compliance with this Section 4.09: (A) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such
provision and in part by one or more other provisions of this covenant permitting such Indebtedness, (B) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant to be incurred,
the Company, in its sole discretion, will classify such item of Indebtedness on the date of incurrence (or later reclassify such Indebtedness from or after the first date on which the Company or its Restricted Subsidiaries could have incurred such
Indebtedness under one or more other of such provisions) and only be required to include the amount and type of such Indebtedness in one or more of such provisions as it determines; and (C) the amount of any Indebtedness issued at a price that
is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. 

Section 4.10    Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in
an Asset Sale unless (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by a resolution of the Board of
Directors of the Company set forth in an Officer’s Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed
of and (ii) at least 85% of the consideration therefor received by the Company or such Restricted Subsidiary in such Asset Sale, plus all other Asset Sales since the date of this Indenture, on a cumulative basis, is in the form of cash or Cash
Equivalents; provided, that the amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any guarantee thereof) 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 shall be treated as cash for the foregoing purposes. 
 Within 360 days after the receipt of any Net Proceeds
from an Asset Sale, the Company may apply such Net Proceeds, at its option: (a) to reduce Senior Debt, (b) to acquire controlling interests in another Oil and Gas Business, (c) to make capital expenditures in respect of the
Company’s or its Restricted Subsidiaries’ Oil and Gas Business, (d) to purchase long-term assets that are used or useful in such Oil and Gas Business or (e) to repurchase any Notes. Pending the final application of any such Net
Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the
first sentence of this paragraph shall (after the expiration of the periods specified in this paragraph) be deemed to constitute “Excess Proceeds.” 
 When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to purchase the maximum principal amount of Notes and any other pari passu
Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Notes, 100% of the principal amount thereof plus accrued and unpaid interest
thereon to the date of 

  
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purchase or, in the case of any other pari passu Indebtedness, 100% of the principal amount thereof (or with respect to discount pari passu Indebtedness, the accreted value thereof)
on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.09 hereof or the agreements governing pari passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted
value, as the case may be) of the Notes and pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the sum of
(i) the aggregate principal amount of Notes surrendered by Holders thereof, and (ii) the aggregate principal amount or accreted value, as the case may be, of other pari passu Indebtedness surrendered by holders or lenders thereof,
exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representatives for the pari passu Indebtedness shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis, based on
the aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer. Upon completion of such Asset Sale Offer, the Excess Proceeds shall be reset at zero. 

Section 4.11    Transactions with Affiliates. The Company shall not, and shall 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 contract, agreement, understanding, loan, advance
or guarantee with, or for the benefit of, any of its Affiliates (each of the foregoing, an “Affiliate Transaction”), unless (i) such 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 Subsidiary with an unrelated Person and (ii) 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 $1,000,000 but less than or equal to $10,000,000, an Officers’ Certificate to the Trustee certifying that such Affiliate Transaction complies
with clause (i) above, (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000 but less than or equal to $25,000,000, a resolution of the Board of
Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (i) above and that such Affiliate Transaction or series of related Affiliate
Transactions has been approved in good faith by a majority of the members of the Board of Directors of the Company who are disinterested with respect to such Affiliate Transaction or series of related Affiliate Transactions (which resolution shall
be conclusive evidence of compliance with this provision) and (c) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25,000,000, a resolution of the Board of
Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (i) above and that such Affiliate Transaction or series of related Affiliate
Transactions has been approved in good faith by a resolution adopted by a majority of the members of the Board of Directors of the Company who are disinterested with respect to such Affiliate Transaction or series of related Affiliate Transactions
and an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an accounting, appraisal, engineering or investment banking firm
of national standing (which resolution and fairness opinion shall be conclusive evidence of compliance with this provision); provided that the following shall not be deemed Affiliate Transactions: (1) transactions contemplated by any
employment agreement or other compensation plan or arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business, (2) transactions between or among the Company and/or its Restricted Subsidiaries,
(3) Permitted Investments and Restricted Payments that are permitted by Section 4.07 hereof, (4) any indemnification payment made to any director, officer or employee of the Company or any Subsidiary pursuant to charter, bylaw,
statutory or contractual provisions, and (5) transactions with entities that are Affiliates of the Company or a Restricted Subsidiary only because of the ownership by the Company or a Restricted Subsidiary of Equity Interests in such entity.

 Section 4.12    Liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien securing Indebtedness of any kind (other than Permitted Liens) upon any of its property or assets, now owned or hereafter acquired, unless all payments under
the Notes are secured by such Lien prior to, or on an equal and ratable basis with, the Indebtedness so secured for so long as such Indebtedness is secured by such Lien. 
 Section 4.13    Offer to Repurchase Upon Change of Control. 

  
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 (a) Upon the occurrence of a Change of Control, each Holder of the Notes shall have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the
aggregate principal amount of the Notes plus accrued and unpaid interest if any, thereon to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, unless a notice of redemption has
been given with respect to the Notes, the Company shall mail a notice to each Holder stating: (1) a description of the transaction or transactions that constitute the Change of Control; (2) that the Change of Control Offer is being made
pursuant to this Section 4.13 and that all Notes tendered shall be accepted for payment; (3) the purchase price and the purchase date described below (the “Change of Control Payment Date”); (4) that any Note not
tendered shall continue to accrue interest, if any; (5) 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, if
any, after the Change of Control Payment Date; (6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (7) that Holders shall
be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, 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 his election to have the Notes purchased; and (8) that Holders whose Notes are being 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 $1,000 in principal amount or an integral multiple thereof. The Company and each Subsidiary Guarantor 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 to such party in connection with the repurchase of the Notes as a
result of a Change of Control. 
 (b) On a Business Day that is no earlier than 30 days nor later than 60 days from the date that the Company
mails or causes to be mailed notice of the Change of Control to the Holders (the “Change of Control Payment Date”), the Company shall, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all the Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of such Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of the Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date. 
 The Change of Control provisions described above shall be applicable whether or not any
other provisions of this Indenture are applicable. 
 The Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.13 and purchases all Notes (or portions thereof) validly tendered and
not withdrawn under such Change of Control Offer. 
 Section 4.14    Additional Subsidiary Guarantees. In the
event that the Company or any of its Restricted Subsidiaries shall acquire or create a material Restricted Subsidiary after the date of this Indenture, such newly acquired or created Restricted Subsidiary shall be deemed to make the guarantee set
forth in Section 11.01 and the Company shall cause such Subsidiary to evidence such guarantee in the manner set forth in Section 11.02; provided, that, in no event shall any non-U.S. Subsidiary of the Company be deemed to make such
guarantee or be required to execute a Guarantee in accordance with Section 11.02. For purposes of the foregoing, a Restricted Subsidiary shall be deemed to be “material” if it would not be a minor subsidiary within the meaning of Rule
3-10(h) of Regulation S-X under the Exchange Act. 
 Section 4.15    Corporate Existence. Subject to Article 5
hereof, the Company and each of the Restricted Subsidiaries shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its 

  
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corporate existence, and the corporate, partnership or other existence of each of the 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 and (ii) the rights (charter, partnership agreement and statutory), licenses and franchises of the Company and the Restricted Subsidiaries; provided, however, that the
Company and the Restricted Subsidiaries shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Restricted Subsidiaries, if the Board of Directors of the relevant Person
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and the 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 4.16    No Senior Subordinated Debt. Notwithstanding the provisions of Section 4.09
hereof, (i) the Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of
payment to the Notes and (ii) the Subsidiary Guarantors shall not directly or indirectly incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to Senior Debt of
the Company and senior in any respect in right of payment to the Guarantees; provided, however, that the foregoing limitations shall not apply to distinctions between categories of Indebtedness that exist by reason of any Liens arising
or created in respect of some but not all such Indebtedness. 
 Section 4.17    Business Activities. The Company
shall not, and shall not permit any Restricted Subsidiary to, engage in any material respect in any business other than the Oil and Gas Business. 
 ARTICLE 5 
 SUCCESSORS 

Section 5.01    Merger, Consolidation, or Sale of Substantially All Assets. The Company shall not consolidate or merge
with or into (whether or not the Company is the surviving corporation), or 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,
and the Company may not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions would, in the aggregate, result in a sale, assignment, transfer, lease,
conveyance, or other disposition of all or substantially all of the properties or assets of the Company to another Person, in either case unless (i) the Company is the surviving corporation 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 (the “Surviving Entity”) is a corporation organized or existing under the
laws of the United States, any state thereof or the District of Columbia; (ii) the Surviving Entity (if the Company is not the continuing obligor under this Indenture) assumes all the obligations of the Company under the Notes and this
Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately before and after giving effect to such transaction or series of transactions no Default or Event of Default exists; and
(iv) the Company or Surviving Entity (if the Company is not the continuing obligor under this Indenture) will, at the time of such transaction or series of transactions and after giving pro forma effect thereto as if such transaction or series
of transactions 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 test set forth in the first paragraph of Section 4.09 hereof. Notwithstanding
the foregoing clause (iv), any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, and any Wholly Owned Restricted Subsidiary may consolidate with, merge into or transfer all or
part of its properties and assets to another Wholly Owned Restricted Subsidiary without complying with such clause (iv). 

Section 5.02    Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the Surviving Entity shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, 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 may exercise every right and
power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of the Company’s assets that meets the requirements of Section 5.01 hereof. 

  
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 ARTICLE 6 
 DEFAULTS AND REMEDIES 

Section 6.01    Events of Default. An “Event of Default” occurs if: (1) the Company defaults in the
payment of interest on the Notes when the same becomes due and payable and the Default continues for a period of 30 days, whether or not such payment is prohibited by the provisions of Article 10 hereof; 

(2) the Company defaults in the payment of the principal of or premium, if any, on the Notes, whether or not such payment is prohibited by the provisions
of Article 10 hereof; 
 (3) the Company fails to observe or perform any covenant, condition or agreement on the part of the Company to be
observed or performed pursuant to Article 5 hereof; 
 (4) the Company fails to observe or perform any covenant, condition or agreement on the
part of the Company to be observed or performed pursuant to Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 hereof and the Default continues for the period and after the notice specified below; 

(5) the Company fails to comply with any of its other agreements or covenants in, or provisions of, the Notes or this Indenture and the Default continues
for the period and after the notice specified below; 
 (6) except as permitted herein, any Guarantee shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full force and effect or a Subsidiary Guarantor, or any Person acting on behalf of a Subsidiary Guarantor, shall deny or disaffirm such Subsidiary Guarantor’s obligation
under its Guarantee; 
 (7) 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 shall be created hereafter, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of
such default (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there is then existing a Payment Default or the maturity of which has been so accelerated, aggregates $10 million or more; provided, that if any such default is cured or waived or any such acceleration
rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under this Indenture and
any consequential acceleration of the Notes shall be automatically rescinded; 
 (8) a final non-appealable judgment or order or final
non-appealable judgments or orders are rendered against the Company or any Restricted Subsidiary that remain unpaid or discharged for a period of 60 days and that require the payment of money, either individually or in an aggregate amount, in excess
of $10 million; 
 (9) the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: 
 (a) a commences a voluntary case or
proceeding, 
 (b) consents to the entry of an order for relief against it in an involuntary case or proceeding, 

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

(d) makes a general assignment for the benefit of its creditors; 
 (10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 
 (a) is for relief against the Company or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case or proceeding,


  
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 (b) appoints a Custodian of the Company, any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a
Significant Subsidiary, or 
 (c) orders the liquidation of the Company, any Significant Subsidiary or any group of Subsidiaries
that, taken together, would constitute a Significant Subsidiary, and in each case the order or decree remains unstayed and in effect for 60 consecutive days. 
 The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

A Default under clause (4) is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the then outstanding Notes notify the Company and the Trustee, of the Default and the Company does not cure the Default within 30 consecutive days after receipt of the notice. A Default under clause (5) is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Company and the Trustee, of the Default and the Company does not cure the Default within 60 days after
receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.” 
 Section 6.02    Acceleration. If an Event of Default (other than an Event of Default specified in clauses (9) and (10) of Section 6.01 hereof) relating to
the Company or any Subsidiary Guarantor 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 written notice to the Company and the Trustee, may declare
the unpaid principal amount of and any accrued and unpaid interest on all the Notes to be due and payable immediately. If payment of the Notes is accelerated because of an Event of Default, the Company shall notify the holders of Designated Senior
Debt of such acceleration. Upon such declaration the principal and interest shall be due and payable immediately; provided, however, that so long as any Designated Senior Debt or any commitment therefor is outstanding, any such notice
or declaration shall not become effective until the earlier of (a) five Business Days after such notice is delivered to the representative for the Designated Senior Debt or (b) the acceleration of any Designated Senior Debt and thereafter,
payments on the Notes pursuant to this Article 6 shall be made only to the extent permitted pursuant to Article 10 herein. Notwithstanding the foregoing, if any Event of Default specified in clause (9) or (10) of Section 6.01 hereof
relating to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, such an amount shall ipso facto become and be immediately due and payable without any
declaration or other act or notice on the part of the Trustee or any Holder. 
 After a declaration of acceleration under this
Indenture, but before a judgment or decree for payment of principal, premium, if any, and interest on the Notes due under this Article 6 has been obtained by the Trustee, Holders of a majority in principal amount of the then outstanding Notes by
written notice to the Company and the Trustee may rescind an acceleration and its consequences if (i) the Company or any Subsidiary Guarantor has paid or deposited with the Trustee a sum sufficient to pay (a) all sums paid or advanced by
the Trustee under this Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (b) all overdue interest on the Notes, if any, (ii) the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction and (iii) all existing Events of Default (except nonpayment of principal, premium, if any, or interest that has become due solely because of the acceleration) have been cured or
waived. 
 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, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law. 
 Section 6.04    Waiver of Past Defaults. Holders of not less than
a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive an 

  
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existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, premium or interest on the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration). 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 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
it being understood that (subject to Section 7.01) the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. 
 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 satisfactory to the Trustee against any loss, liability or expense; 

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

Section 6.08    Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) 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 or any Subsidiary Guarantor for the whole amount of principal of, premium, if any, and interest remaining unpaid
on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. 
 Section 6.09    Trustee May File Proofs of Claim. The
Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company or any of the Subsidiary Guarantors (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 

  
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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 provided,
however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of the creditors’ committee. 
 Section 6.10    Priorities. If the Trustee collects any money pursuant to this Article, it shall, subject to the provisions of Article 10, pay out the money in the
following order: 
 First: to the Trustee, its agents and attorneys for amounts due under Sections 6.08 and 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; 
 Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and accrued interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any, and accrued interest, as the case may be, 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 7 

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 any notices, requests, statements, 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; 
 (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. 

(e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have furnished to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

Section 7.02    Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated
in the document. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the written advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents, may in all cases pay, subject to reimbursement as provided in Section 7.07, such
reasonable compensation as it deems proper to all such attorneys and agents, and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Subsidiary Guarantor shall
be sufficient if signed by an Officer of the Company or such Subsidiary Guarantor. 
 (f) The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have furnished to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction. 
 (g) Except with respect to Sections 4.01 and 4.04 hereof, 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 (i) any Event of Default occurring
pursuant to Sections 4.01, 4.04 and 6.01(1) or (2) hereof or (ii) any Default or Event of Default of which a Responsible Officer of the Trustee shall have received written notification or obtained actual knowledge. For the purposes of this
clause (g) only, “actual knowledge” shall mean the actual fact or statement of knowing, without any duty to make investigation with regard thereto. 

  
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 (h) The Trustee shall not be required to give any bond or surety in respect of the performance of its duties
or the exercise of its powers hereunder. 
 (i) the Trustee shall not be bound to ascertain or inquire as to the performance or observance of
any covenants, conditions, or agreements on the part of the Company, except as otherwise set forth herein, but the Trustee may require of the Company full information and advice as to the performance of the covenants, conditions and agreements
contained herein and shall be entitled in connection herewith to examine the books, records and premises of the Company. 
 (j) The permissive
rights of the Trustee to perform the acts enumerated in this Indenture shall not be construed as a duty and the Trustee shall not be answerable for other than its negligence or willful misconduct. 

(k) Except in connection with the Trustee’s gross negligence or willful misconduct, in no event shall the Trustee be liable under or in connection
with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility
thereof and regardless of the form of action in which such damages are sought. 
 Section 7.03    Individual Rights
of Trustee. The Trustee in its commercial banking or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, the Subsidiary Guarantors 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 it must eliminate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same
with like rights and duties. The Trustee is also subject to Section 7.10 and Section 7.11 hereof. 

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, the Notes, or the Guarantees, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of
this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or in any certificate delivered pursuant
hereto or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
 Section 7.05    Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee in the manner contemplated in
Section 7.02(g), the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest
on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 

Section 7.06    Reports by Trustee to Holders of the Notes. Within 60 days after each September 15 beginning with
the September 15 following the date of this Indenture, 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) and 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 Commission and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange. 

Section 7.07    Compensation and Indemnity. The Company and the Subsidiary Guarantors shall pay to the Trustee from time
to time reasonable compensation for its acceptance of this Indenture and services hereunder, including, without limitation, extraordinary services such as default administration. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company and the Subsidiary Guarantors 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. 

  
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 The Company and the Subsidiary Guarantors shall indemnify the Trustee against any and all
losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the
Subsidiary Guarantors (including this Section 7.07) and investigating or defending itself against any claim (whether asserted by the Company, the Subsidiary Guarantors or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Subsidiary Guarantors
promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company and the Subsidiary Guarantors shall not relieve the Company and the Subsidiary Guarantors of their obligations hereunder. The Company and the
Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and the Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. The Company
and the Subsidiary 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 Subsidiary Guarantors under this Section 7.07 are joint and several and shall survive the satisfaction and discharge of this Indenture. 

To secure the Company’s and the Subsidiary Guarantors’ payment obligations in this Section, 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. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) or (10) 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 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. The Company may remove the Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof;

 (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 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 principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

  
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 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, 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 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, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 
 Section 7.10    Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation, bank or banking association 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 $50 million as set forth in its most recent published annual report of condition. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is
subject to TIA § 310(b). 
 Section 7.11    Preferential Collection of Claims Against 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 moved shall be subject to TIA § 311(a) to the extent indicated therein. 

ARTICLE 8 

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, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this
Article 8. 
 Section 8.02    Legal Defeasance and Discharge. Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from
their obligations with respect to all outstanding Notes and the Guarantees thereof on the date the conditions set forth 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, which 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 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 payments in respect of the principal, of, premium, if
any, and interest on such Notes when such payments are due from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, (b) the Company’s obligations with respect to such Notes under Article 2 and
Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) 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. 

  
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 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 and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations
under the covenants contained in Sections 4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 hereof and in clause (iv) of Section 5.01 and the covenants contained in the Guarantees with respect to the outstanding
Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any compliance
certificate, 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). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect
of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture, such Notes and such Guarantees 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 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) (but only with respect to the Company’s failure to observe or perform the covenants, conditions and agreements of the Company under clause (iv) of Section 5.01), 6.01(4), 6.01(6), 6.01(7) and 6.01(8) and 6.01(9) and 6.01(10)
(but only with respect to Restricted Subsidiaries) hereof shall not constitute Events of Default. 

Section 8.04    Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 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 of the Notes, cash in United
States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and
interest, on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; 

(b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the
applicable 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 have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 
 (d) no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Section 6.01(9) or
6.01(10) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit; 
 (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; 

  
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 (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 of the Notes 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 have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. 

Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 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 acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law. 
 The Company and the Subsidiary Guarantors 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
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 firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance. 
 Section 8.06    Repayment to Company. Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest 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 a general creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. Any money held by the Trustee pursuant to this Section 8.06 shall be held
uninvested and without liability for interest. 
 Section 8.07    Reinstatement. If the Trustee or Paying Agent
is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations of the Company and the Subsidiary Guarantors under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof, as the case may be; provided, however, that if the Company or any Subsidiary Guarantor makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company or such Subsidiary Guarantor shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

Section 8.08    Satisfaction and Discharge. The Indenture will be discharged and will cease to be of further effect as to
all Notes issued thereunder, when: (1) either (a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore 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 by reason of the giving of 

  
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a notice of redemption or otherwise or will become due and payable (including pursuant to a notice of redemption duly given) within one year and the Company or any Subsidiary Guarantor has
irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for the benefit of the Holders (in accordance with Section 8.05), cash in U.S. dollars, non-callable Government Securities, or a
combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any,
and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) and such deposit will not result in a breach or violation of, or constitute a default under, any instrument (other than this Indenture) to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3) the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and (4) the Company
has delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
 Section 9.01    Without Consent of Holders of Notes.
Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees without the consent of any Holder of a Note to: 

(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 the Notes in the case of a merger or consolidation 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 Holder of a Note; 

(e) to secure the Notes or add guarantees thereof; or 
 (f) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. 

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and each of the Subsidiary
Guarantors, as the case may be, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the
Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee
shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
 Section 9.02    With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes). 

  
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 Notwithstanding the foregoing, without the consent of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for the Notes), no waiver or amendment to
this Indenture may make any change in the provisions of Sections 3.09, 4.10 and 4.13 hereof that adversely affect the rights of any Holder of Notes. In addition, any amendment to the provisions of Article 10 of this Indenture shall require the
consent of the Holders of at least
66 2/3% in aggregate principal amount of the Notes then outstanding if such amendment would adversely affect the rights of Holders of Notes; provided, that, no amendment may be made to the provisions of
Article 10 of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to consent) consent to such change.

 Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes
then outstanding may waive compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes or the Guarantees. However, without the consent of each Holder affected, an amendment 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 the provisions with respect
to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.13 hereof); 
 (c) reduce the rate of or
change the time for payment of interest on any Note; 
 (d) waive a Default or Event of Default in the payment of principal of or premium, if
any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in 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 the rights of Holders of Notes to receive payments of principal or premium, if any, or interest on the
Notes; or 
 (g) make any change in the foregoing amendment and waiver provisions. 

Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company and each of the Subsidiary
Guarantors, as the case may be, authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Subsidiary 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 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. 

Section 9.04    Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on
any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An
amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

  
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 The Company may, but shall not be obligated to, fix such record date as it may select for
the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective
for more than 120 days after such record date. 
 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 Amendment, 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. Neither the Company nor any Subsidiary Guarantor may sign
an amendment or supplemental Indenture until its respective Board of Directors approves it. 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 Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that there has been compliance with all conditions precedent.

 ARTICLE 10 
 SUBORDINATION 
 Section 10.01    Agreement to
Subordinate. The Company and each Subsidiary Guarantor agree, and each Holder by accepting a Note and the related Guarantees agrees, that (i) the Indebtedness evidenced by (a) the Notes, including, but not limited to, the payment of
principal of, premium, if any, and interest on the Notes, and any other payment Obligation of the Company in respect of the Notes (including any obligation to repurchase the Notes) is subordinated in right of payment, to the extent and in the manner
provided in this Article, to the prior payment in full in cash of all Senior Debt of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and (b) the Guarantees and other payment
Obligations in respect of the Guarantees are subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full in cash of all Senior Debt of each Subsidiary Guarantor and (ii) the
subordination is for the benefit of the Holders of Senior Debt. 
 Section 10.02    Certain Definitions.

 “Bankruptcy Law” means the Bankruptcy Code or any similar Federal or state law for the relief of debtors.

 “Representative” means the indenture trustee or other trustee, agent or representative for any Senior Debt.

 “Senior Debt” means (i) Indebtedness of the Company or any Subsidiary of the Company under or in
respect of any Credit Facility, whether for principal, interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any Bankruptcy Law, whether or not the claim for such interest is allowed as a claim in
such proceeding), reimbursement obligations, fees, commissions, expenses, indemnities or other amounts and (ii) any other Indebtedness of the Company or any Subsidiary of the Company permitted under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes; provided, that the Company’s Existing Senior Subordinated Notes shall be deemed to rank
on parity with the Notes and shall not be Senior Debt. Notwithstanding anything to the contrary in the foregoing sentence, Senior Debt will not include (w) any liability for federal, state, local or other taxes owed or owing by the Company,
(x) any Indebtedness of the Company to any of its Subsidiaries or other Affiliates, (y) any trade payables or (z) any Indebtedness that is incurred in violation of this Indenture (other than Indebtedness under (i) the Credit
Agreement or (ii) any other Credit Facility that is incurred on the basis of a representation by the Company to the applicable lenders that it is permitted to incur such Indebtedness under this Indenture). 

  
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 A “distribution” may consist of cash, securities or other property, by
set-off or otherwise. 
 All Designated Senior Debt now or hereafter existing and all other Obligations relating thereto shall
not be deemed to have been paid in full unless the holders or owners thereof shall have received payment in full in cash (or other form of payment consented to by the holders of such Designated Senior Debt) with respect to such Designated Senior
Debt and all other Obligations with respect thereto. 
 Section 10.03    Liquidation; Dissolution; Bankruptcy.

 (a) Upon any payment or distribution of property or securities to creditors of the Company in a liquidation or dissolution of the Company or
in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, or in an assignment for the benefit of creditors or any marshalling of the Company’s assets and liabilities: 

(1) the holders of Senior Debt of the Company shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Debt
(including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not a claim for such interest would be allowed in such proceeding) before the Holders of Notes shall be entitled to
receive any payment or distribution with respect to the Notes and related Obligations (except in each case that Holders of Notes may receive securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities
issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided, that the applicable deposit does not violate Article 8 or 10 of this Indenture); and 

(2) until all Obligations with respect to Senior Debt of the Company (as provided in subsection (a)(1) above) are paid in full in cash, any payment or
distribution to which the Holders of Notes and the related Guarantees would be entitled shall be made to holders of Senior Debt of the Company (except that Holders of Notes and the related Guarantees may receive securities that are subordinated at
least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided, that the applicable deposit does not
violate Article 8 or 10 of this Indenture). 
 (b) Upon any payment or distribution of property or securities to creditors of a Subsidiary
Guarantor in a liquidation or dissolution of such Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary Guarantor or its property, or in an assignment for the benefit of
creditors or any marshalling of such Subsidiary Guarantor’s assets and liabilities: 
 (1) the holders of Senior Debt of such Subsidiary
Guarantor shall be entitled to receive payment in full in cash of all Obligations in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt, whether or not a
claim for such interest would be allowed in such proceeding) before the Holders of Notes and the related Guarantees shall be entitled to receive any payment or distribution with respect to the Guarantee made by such Subsidiary Guarantor (except in
each case that Holders of Notes and the related Guarantees may receive securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any
defeasance trust created pursuant to Section 8.05 hereof provided, that the applicable deposit does not violate Article 8 or 10 of this Indenture); and 
 (2) until all Obligations with respect to Senior Debt of such Subsidiary Guarantor (as provided in subsection (b)(1) above) are paid in full in cash, any payment or distribution to which the Holders of
Notes and the related Guarantees would be entitled shall be made to holders of Senior Debt of such Subsidiary Guarantor (except that Holders of Notes and the related Guarantees may receive securities that are subordinated at least to the same extent
as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05 hereof provided, that the applicable deposit does not violate Article 8 or 10 of this
Indenture). 

  
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 Under the circumstances described in this Section 10.03, the Company, any Subsidiary
Guarantor or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making any payment or distribution of cash or other property or securities is authorized or instructed to make any payment or distribution to which
the Holders of the Notes and the related Guarantees would otherwise be entitled (other than securities that are subordinated at least to the same extent as the Notes to Senior Debt and any securities issued in exchange for Senior Debt and payments
made from any defeasance trust referred to in the second parenthetical clause of each of clauses (a)(1), (b)(1), (a)(2) and (b)(2) above, which shall be delivered or paid to the Holders of Notes as set forth in such clauses) directly to the holders
of the Senior Debt of the Company and any Subsidiary Guarantor, as applicable, (pro rata to such holders on the basis of the respective amounts of Senior Debt of the Company and any Subsidiary Guarantor, as applicable, held by such holders) or their
Representatives, or to any trustee or trustees under any other indenture pursuant to which any such Senior Debt may have been issued, as their respective interests appear, to the extent necessary to pay all such Senior Debt in full, in cash or cash
equivalents after giving effect to any concurrent payment, distribution or provision thereof or to or for the holders of such Senior Debt. 
 To the extent any payment of or distribution in respect of Senior Debt (whether by or on behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then if such payment or distribution is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or otherwise set aside (and all other amounts that would come due with respect thereto had such obligation not been so affected) shall be deemed
to be reinstated and outstanding as Senior Debt for all purposes hereof as if such declaration, invalidity or setting aside had not occurred. 

Section 10.04    Default on Designated Senior Debt. The Company and the Subsidiary Guarantors may not make any payment
(whether by redemption, purchase, retirements, defeasance or otherwise) upon or in respect of the Notes and the related Guarantees (other than securities that are subordinated at least to the same extent as the Notes to Senior Debt and any
securities issued in exchange for Senior Debt and payments and other distributions made from any defeasance trust created pursuant to Section 8.05 hereof if the applicable deposit does not violate Article 8 or 10 of this Indenture) until all
principal and other Obligations with respect to the Senior Debt of the Company have been paid in full if: 
 (i) a default in the payment of any
principal of, premium, if any, or interest on Designated Senior Debt occurs; or 
 (ii) any other default occurs and is continuing with respect
to Designated Senior Debt that permits, or with the giving of notice or passage of time or both (unless cured or waived) would permit, holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee
receives a notice of the default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be
effective for purposes of this Section unless and until 360 days shall have elapsed since the date of commencement of the payment blockage period resulting from the immediately prior Payment Blockage Notice. No nonpayment default in respect of any
Designated Senior Debt that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. 

The Company shall resume payments on and distributions in respect of the Notes and any Subsidiary Guarantor shall resume making payments
and distributions pursuant to the Guarantees upon: 
 (1) in the case of a default referred to in Section 10.04(i) hereof the date upon
which the default is cured or waived, or 
 (2) in the case of a default referred to in Section 10.04(ii) hereof, the earliest of
(1) the date on which such nonpayment default is cured or waived, (2) the date the applicable Payment Blockage Notice is retracted by written notice to the Trustee and (3) 90 days after the date on which the applicable Payment
Blockage Notice is received unless (A) the maturity of any Designated Senior Debt has been accelerated or (B) a Default or Event of Default under Section 6.01(9) or (10) has occurred and is continuing, if this Article
otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition. 

  
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 Section 10.05    Acceleration of Notes. If payment of the Notes is
accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration. 

Section 10.06    When Distribution Must be Paid Over. In the event that the Trustee or any Holder receives any payment or
distribution of or in respect of any Obligations with respect to the Notes or the Guarantees at a time when such payment or distribution is prohibited by Section 10.03 or Section 10.04 hereof, such payment or distribution shall be held by
the Trustee (if the Trustee has actual knowledge that such payment or distribution is prohibited by Section 10.03 or Section 10.04) or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders
of Senior Debt as their interests may appear or their Representative under the indenture or other agreement (if any) pursuant to which such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of
all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

 With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the
Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Debt, and, except as provided in Section 10.12, shall not be liable to any such holders if the Trustee shall pay over or distribute to or on behalf of Holders of Notes or the Company, the Subsidiary Guarantors or
any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. 

Section 10.07    Notice by Company. The Company and the Subsidiary Guarantors shall promptly notify the Trustee and the
Paying Agent of any facts known to the Company or any Subsidiary Guarantor that would cause a payment of any Obligations with respect to the Notes or the related Guarantees to violate this Article, but failure to give such notice shall not affect
the subordination of the Notes and the related Guarantees to the Senior Debt as provided in this Article. 

Section 10.08    Subrogation. After all Senior Debt is paid in full and until the Notes are paid in full, Holders of
Notes and the related Guarantees shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes and the Guarantees) to the rights of holders of Senior Debt to receive distributions and payments applicable to Senior
Debt to the extent that distributions and payments otherwise payable to the Holders of Notes and the related Guarantees have been applied to the payment of Senior Debt. A payment or distribution made under this Article to holders of Senior Debt that
otherwise would have been made to Holders of Notes and the related Guarantees is not, as between the Company and Holders of Notes, a payment by the Company on the Notes. 
 Section 10.09    Relative Rights. This Article defines the relative rights of Holders of Notes and the related Guarantees and holders of Senior Debt. Nothing in this
Indenture shall: 
 (1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional,
to pay principal of and interest on the Notes in accordance with their terms; 
 (2) affect the relative rights of Holders of Notes and the
related Guarantees and creditors of the Company other than their rights in relation to holders of Senior Debt; or 
 (3) prevent the Trustee or
any Holder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes and the related Guarantees.

 If the Company fails because of this Article to pay principal of or interest on a Note on the due date, the failure is still
a Default or Event of Default. 

  
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 Section 10.10    Subordination May Not be Impaired by Company or the Subsidiary
Guarantors. No right of any present or future holders of any Senior Debt to enforce subordination as provided in this Article 10 will at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or any
Subsidiary Guarantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company or any Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof that any such holder of
Senior Debt may have or otherwise be charged with. The provisions of this Article 10 are intended to be for the benefit of, and shall be enforceable directly by, the holders of Senior Debt. 
 Section 10.11    Payment, Distribution or Notice to Representative. Whenever a payment or distribution is to be made or a notice given to holders of Senior Debt, the
distribution may be made and the notice given to their Representative. 
 Upon any payment or distribution of assets or
securities of the Company or any Subsidiary Guarantor referred to in this Article 10, the Trustee and the Holders of Notes and the related Guarantees shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any payment or distribution to the Trustee or to the Holders of Notes and the related Guarantees for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the Senior Debt and other Indebtedness of the Company or any Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and
all other facts pertinent thereto or to this Article 10. 
 Section 10.12    Rights of Trustee and Paying Agent.
Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee,
and the Trustee and the Paying Agent may continue to make payments on the Notes and the Guarantees, unless the Trustee shall have received at its Corporate Trust Office at least one Business Day prior to the date of such payment written notice of
facts that would cause the payment of any Obligations with respect to the Notes or Guarantees to violate this Article, which notice shall specifically refer to Section 10.03 or 10.04 hereof. Only the Company or a Representative may give the
notice. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. 
 The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. 

Section 10.13    Authorization to Effect Subordination. Each Holder by the Holder’s acceptance thereof authorizes
and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as the Holder’s attorney-in-fact for any
and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, each
lender under the Credit Agreement is hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes and the related Guarantees. 
 Section 10.14    Amendments. No amendment may be made to the provisions of or the definitions of any terms appearing in this Article 10, or to the provisions of
Section 6.02 relating to the Designated Senior Debt, that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or Representative authorized to give a consent) consent to
such change. 
 Section 10.15    No Waiver of Subordination Provisions. Without in any way limiting the
generality of Section 10.09 of this Indenture, the holders of Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Holders and without
impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against the Company and each Subsidiary Guarantor and any other Person.


  
 49 









 ARTICLE 11 
 THE GUARANTEES 

Section 11.01    The Guarantees. Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (a) the principal of and premium, if any, and interest, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of
and interest on premium and interest, on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or 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, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to
pay the same immediately. The Subsidiary 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 which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each of the Subsidiary Guarantors 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 covenant that this Guarantee shall 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 or the Subsidiary Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any
amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Subsidiary Guarantors agrees that it shall not be entitled to any right of
subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each of the Subsidiary Guarantors further agrees that, as between the Subsidiary Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any Subsidiary Guarantor not paying so long as the exercise of
such right does not impair the rights of the Holders under the Guarantees. 
 Section 11.02    Execution and
Delivery of Guarantees. To evidence its Guarantee set forth in Section 11.01, each of the Subsidiary Guarantors hereby agrees that a notation of such Guarantee substantially in the form of Exhibit F shall be endorsed by an officer of
such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee, that this Indenture shall be executed on behalf of such Subsidiary Guarantor by an Officer thereof. 

Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Guarantee. 
 If an Officer whose signature is on this
Indenture or on the applicable Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such Guarantee is endorsed, such Guarantee shall be valid nevertheless. 

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantees set
forth in this Indenture on behalf of the Subsidiary Guarantors. 
 Section 11.03    Subsidiary Guarantors May
Consolidate, etc., on Certain Terms. No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the Surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor,
unless: 

  
 50 









 (a) subject to the provisions of Section 11.04 hereof, the Person formed by or surviving any such
consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee in respect of the Notes, this Indenture
and such Subsidiary Guarantor’s Guarantee; 
 (b) immediately after giving effect to such transaction, no Default or Event of Default
exists; and 
 (c) such transaction does not violate any of Sections 4.03, 4.07, 4.08, 4.09, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17. 

Notwithstanding the foregoing, none of the Subsidiary Guarantors shall be permitted to consolidate with or merge with or into (whether or not such
Subsidiary Guarantor is the surviving Person), another corporation, Person or entity pursuant to the preceding sentence if such consolidation or merger would not be permitted by Section 5.01 hereof. 

In case of any such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by such Subsidiary Guarantor,
such successor corporation shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor corporation thereupon may cause to be signed any or all of the
Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof. 

Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of any Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the property of any Subsidiary Guarantor as an entirety or substantially as an entirety to the
Company or any Subsidiary Guarantor. 
 Section 11.04    Releases of Guarantees. In the event of a sale or other
disposition of all or substantially all of the assets of any Subsidiary Guarantor or a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by
way of merger, consolidation, or otherwise, in a transaction that does not violate any of the covenants of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such merger, consolidation or
otherwise, of all the capital stock of such Subsidiary Guarantor) shall be released and relieved of any obligations under its Guarantee and such acquiring corporation or other Person (in the event of a sale or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor), if other than a Subsidiary Guarantor, shall have no obligation to assume or otherwise become liable under such Guarantee. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10, such Subsidiary Guarantor shall
ipso facto be released from its obligations under its Guarantee and the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Guarantee. 

Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of
and interest on the Notes and for the other obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 11. 
 Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall be released from and relieved of its obligations under its Guarantee.

 Section 11.05    Limitation on Subsidiary Guarantor Liability. For purposes hereof, each Subsidiary
Guarantor’s liability shall be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor thereunder, but shall be limited to the lesser of (i) the aggregate amount of the Obligations of the Company under
the Notes and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor “insolvent” (as such term is defined in the Bankruptcy Code and in the Debtor and Creditor Law of the State of
New 

  
 51 









 
York) or (B) left it with unreasonably small capital at the time its Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior
to such time; provided, that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above
unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of such Subsidiary
Guarantor is limited to the amount set forth in clause (ii). In making any determination as to the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to
contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account. 
 Section 11.06    “Trustee” to Include Paying Agent. In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be
then acting hereunder, the term “Trustee” as used in Article 10 and this Article 11 shall in such 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 Article 10 and this Article 11 in place of the Trustee. 

Section 11.07    Subordination of Guarantees. The obligations of each of the Subsidiary Guarantors under its Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Senior Debt of the Subsidiary Guarantor pursuant to Article 10 hereof. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments or distributions by or on behalf of any of the Subsidiary Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof. 

ARTICLE 12 

MISCELLANEOUS 
 Section 12.01    Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed
duties shall control. If any provisions of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may
be. 
 Section 12.02    Notices. Any notice or communication by the Company or the Subsidiary Guarantors or the
Trustee to the others is duly given if in writing and delivered, in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’
address: 
 If to the Company or any Subsidiary Guarantor: 

Range Resources Corporation 
 100 Throckmorton Street, Suite 1200 
 Fort Worth, Texas 76102 

Telecopier No.: (817) 869-4254 
 Attention: David P. Poole 
 With a copy to: 

Vinson & Elkins L.L.P. 
 2500 First City Tower 
 1001 Fannin Street 

Houston, Texas 77002 
 Telecopier No.: (713) 615-5967 
 Attention: Kevin P. Lewis and Stephen M. Gill

 If to the Trustee: 
 U.S. Bank National Association 
 14241 Dallas Parkway, Suite 490 

Dallas, Texas 75254 
 Attention: Corporate Trust Services 
 Telecopier No.: (972) 789-9605

 Ref: Range Resources Corporation 

  
 52 









 The Company or any Subsidiary Guarantor or the Trustee, by notice to the others 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, first class mail, certified or registered, return receipt requested,
postage prepaid, if mailed; when receipt acknowledged, if by telecopy; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. 

Any notice or communication 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 any Subsidiary Guarantor mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent
at the same time. 
 Section 12.03    Communication by Holders of Notes with Other Holders of Notes. Holders may
communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Subsidiary Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c). 
 Section 12.04    Certificate and Opinion as to Conditions Precedent. Upon any request or application
by the Company or any Subsidiary Guarantor to the Trustee to take any action under this Indenture, the Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of
the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been complied with. 
 Section 12.05    Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) 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 covenant
or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has made such examination
or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

  
 53 









 (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been
complied with. 
 Section 12.06    Rules by Trustee and Agents. The Trustee may make reasonable rules for action
by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 

Section 12.07    No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer,
employee, incorporator or stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes 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. Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the Commission that such a waiver is against public policy. 

Section 12.08    Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
INDENTURE, THE NOTES AND THE GUARANTEES. 
 Section 12.09    No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or their respective Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture and the
Guarantees. 
 Section 12.10    Successors. All agreements of the Company and each Subsidiary Guarantor in this
Indenture, the Notes and the Guarantees shall bind its respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 
 Section 12.11    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 12.12    Counterpart
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 Section 12.13    Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.14    Actions on Other than Business Days. Unless otherwise provided herein, if the date for making any payment or the last date for the performance of any act
or the exercising of any right, as provided in this Indenture or the Note, is not a Business Day, such payment may be made, act performed or right exercised on the next succeeding Business Day, with the same force and effect as if made or done on
the nominal date provided therefor, and, with respect to any payment so made, no interest shall accrue for the period between such nominal date and the date of payment. 
 Section 12.15    Jurisdiction. The Issuers and the Guarantors agree that any suit, action or proceeding against the Issuer or the Guarantors brought by any Holder or the
Trustee arising out of or based upon this Indenture, the Guaranty or the Notes may be instituted in any state or Federal court in Tarrant County, Fort Worth, Texas, and any appellate court from any thereof, and each of them irrevocably submits to
the non exclusive jurisdiction of such courts in any suit, action or proceeding. 
 Section 12.16    Waiver of Jury
Trial. EACH OF THE ISSUERS, THE GUARANTORS, AND THE TRUSTEE, AND BY ITS ACCEPTANCE THEREOF, EACH HOLDER OF A NOTE, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE GUARANTY OR THE TRANSACTIONS CONTEMPLATED THEREBY. 

Section 12.17    Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, 

  
 54 









 
including without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with the accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances. 
 [Signatures on following page] 

  
 55 









 SIGNATURES 
 Dated as of 
 March 18, 2013 

 

									
		 		 	RANGE RESOURCES CORPORATION
				
	Attest:	 		 	By:	 	/s/ Dori A. Ginn
		 		 		 	Name:	 	Dori A. Ginn
	/s/ David P. Poole	 		 		 	Title:	 	Vice President
	 Name:  David P. Poole

Title:    Secretary
	 		 		 		 	
	  
 Attest:
	 		 	 AMERICAN ENERGY SYSTEMS, LLC
 ENERGY ASSETS OPERATING COMPANY, LLC
 RANGE ENERGY SERVICES COMPANY, LLC

RANGE OPERATING NEW MEXICO, LLC
 RANGE PRODUCTION
COMPANY
 RANGE RESOURCES—APPALACHIA, LLC
 RANGE RESOURCES—MIDCONTINENT, LLC
 RANGE RESOURCES—PINE MOUNTAIN,
INC.

	/s/ David P. Poole	 		 	RANGE TEXAS PRODUCTION, LLC
	 Name:  David P. Poole

Title:    Secretary
	 		 		 		 	
		 		 	By:	 	/s/ Dori A. Ginn
		 		 	Name:	 	Dori A. Ginn
		 		 	Title:	 	Vice President








 
			
	U.S. BANK NATIONAL ASSOCIATION., as Trustee
		
	By:	 	/s/ Israel Lugo
	Name:	 	Israel Lugo
	Title:	 	Vice President









 EXHIBIT A 
 [FACE OF NOTE] 
 RANGE RESOURCES CORPORATION 

5% Senior Subordinated Note due 2023 
 [CUSIP] [CINS]                              

 

			
	No. 	  	$                           
 

 RANGE RESOURCES CORPORATION, a Delaware corporation (the “Company”, which term includes
any successor under the Indenture hereinafter referred to), for value received, promises to pay to
                                , or its registered assigns, the principal sum of
                     DOLLARS ($            ) [or such other amount as
indicated on the Schedule of Exchange of Notes attached hereto] on March 15, 2023. 
 Interest Rate: 5% per annum.

 Interest Payment Dates: March 15 and September 15, commencing September 15, 2013.1 

Regular Record Dates: March 1 and September 1. 
 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place. 

 

	1 	For Initial Notes only. 


  
 A-1









 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually by its duly
authorized officer. 
  

							
		 		 	RANGE RESOURCES CORPORATION
				
	Date:	 		 	By:	 	 
		 		 		 	Name:
		 		 		 	Title:


  
 A-2









 (Form of Trustee’s Certificate of Authentication) 

This is one of the 5% Senior Subordinated Notes due 2023 referred to in the Indenture described herein. 

 

			
	 U.S. BANK NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 
		 	Authorized Signatory


 Date of authentication:
                                        


  
 A-3









 [REVERSE SIDE OF NOTE] 

RANGE RESOURCES CORPORATION 
 1. Indenture. 
 This is one of the Notes issued under an Indenture dated as
of March 18, 2013 (as supplemented or amended from time to time, the “Indenture”), among the Company, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee, which Notes have been designated by
supplemental indenture thereto as the 5% Senior Subordinated Notes due 2023. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable
law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control. 
 The Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to $750,000,000, but Additional Notes may be issued pursuant to the
Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class. 
 2.
Principal and Interest. 
 The Company promises to pay the principal of this Note on March 15, 2023. 

The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this
Note, at the rate of 5% per annum [(subject to adjustment as provided below)].2 
 Interest will be payable semiannually (to the holders of record of the Notes at
the close of business on the March 1 and September 1 immediately preceding the relevant interest payment date) on each interest payment date, commencing September 15, 2013.3 
 [The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 18, 2013, among the Company, the Subsidiary Guarantors and the Initial Purchasers named therein
(the “Registration Rights Agreement”). If a Registration Default (as defined in the Registration Rights Agreement) occurs, liquidated damages in the form of additional cash interest (“Liquidated Damages”) may accrue on this Note
as provided in the Registration Rights Agreement. All references herein to interest shall include such Liquidated Damages to the extent then owed.]4 
 Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]3 (or, if there is no existing default in the payment of interest and
if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid on the Notes, from [March 18, 2013]4. Interest will be computed on the basis of a 360-day year of twelve
30-day months. 
 The Company will pay interest on overdue principal, premium, if any, and interest at a rate per annum that is
1% in excess of 5%, to the extent lawful. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the close of business on
the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that
sets forth the special record date, the payment date and the amount of interest to be paid. 
  

 

	2 	Include only for Initial Notes or Initial Additional Notes. 


	3 	May be modified for Additional Notes. 


	4 	Include only for Initial Note or Initial Additional Note. 


  
 A-4









 Unless otherwise provided herein, if the date for making any payment or the last date for
the performance of any act or the exercising of any right, as provided in the Indenture or this Note, is not a Business Day, such payment may be made, act performed or right exercised on the next succeeding Business Day, with the same force and
effect as if made or done on the nominal date provided therefor, and, with respect to any payment so made, no interest shall accrue for the period between such nominal date and the date of payment. 

3. Optional Redemption. 
 (a) Except as provided in paragraphs 3(b) and 3(c) below, the Notes are not redeemable at the Company’s option prior to March 15, 2018. From and after March 15, 2018, the Notes will be
subject to redemption at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid
interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below: 
  

					
	 Year
	  	Percentage	 
	 2018
	  	 	102.500	% 
	 2019
	  	 	101.667	% 
	 2020
	  	 	100.833	% 
	 2021 and thereafter
	  	 	100.000	% 

 (b) Prior to March 15, 2016 the Company may, at its option, on any one or more occasions, redeem up
to 35% of the original aggregate principal amount of Notes at a redemption price equal to 105% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the net proceeds of sales of public Equity
Interests of the Company; provided that at least 65% of the original aggregate principal amount of Notes remain outstanding immediately after the occurrence of such redemption; and provided, further, that any such redemption shall occur
within 60 days after the date of the closing of the related sale of such Equity Interests. 
 (c) Prior to March 15, 2018,
the Company may redeem all or, from time to time, any part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus the Make-Whole Premium plus accrued and unpaid
interest, if any, to the redemption date. 
 “Make-Whole Premium” means, with respect to a Note at any
redemption date, the excess of (A) the present value at such time of (1) the redemption price, excluding accrued interest, of such note at March 15, 2018, (as set forth in the table in paragraph 3(a) above) plus (2) all required
interest payments, excluding accrued interest, due on such Note through March 15, 2018, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note. 

“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 or similar market data)) most nearly equal to the period from the redemption date to March 15, 2018; provided, however, that if the period from the redemption date to March 15, 2018 is not
equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average
yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to March 15, 2018 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. 
 If the optional redemption date is on or after an
interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional
interest will be payable to Holders whose Notes will be subject to redemption by the Company. 

  
 A-5









 4. Mandatory Redemption. 

Except as set forth in paragraph 5 below, the Company shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes. 
 5. Repurchase at Option of Holder. 

(a) Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require the Company to repurchase all or any
part (equal to $1,000 or an integral multiple thereof, and in a minimum amount of $1,000) of such Holder’s Notes subject to and as provided in the Indenture. 
 (b) If the Company or a Restricted Subsidiary consummates any Asset Sales permitted by the Indenture, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset
Sale Offer to purchase the maximum principal amount of Notes and any other pari passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the
case of the Notes, 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in the case of any pari passu Indebtedness, 100% of the principal amount thereof (or with respect to discount
pari passu Indebtedness, the accreted value thereof) on the date of purchase, in each case, subject to and as provided in the Indenture. 
 6. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest will cease to accrue on the
aggregate principal amount of the Notes called for redemption. 
 7. Registered Form; Denominations; Transfer; Exchange.

 The Notes are in registered form without coupons in minimum denominations of $1,000 principal amount and any multiple of
$1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note. 

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

9. 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 at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or the tender offer or exchange offer for, such Notes),
and any existing Default or Event of Default under, 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 on supplemented to, among other things, cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for
the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation, 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, or to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act. 

10. Defaults and Remedies. The Indenture provides that if an Event of Default (other than with respect to bankruptcy events)
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, and in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, any Significant 

  
 A-6









 
Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. 
 11.
Subordination. The Notes are subordinated to Senior Debt of the Company as provided in the Indenture. To the extent provided in the Indenture, Senior Debt must be paid before the Notes may be paid. The Company agrees, and each Holder by
accepting a Note agrees, that the Indebtedness evidenced by the Notes, including, but not limited to, the payment of principal of, premium, if any, and interest on the Notes, and any other payment Obligation of the Company in respect of the Notes is
subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full in cash of all Senior Debt of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed) and authorizes the Trustee to give effect and appoints the Trustee as attorney-in-fact for such purpose. 
 12.
Trustee Dealings with Company. The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in
respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for
permission to continue or resign. 
 13. No Recourse Against Others. No director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes, by
accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 14. Authentication. 
 This Note is not valid until the Trustee (or
Authenticating Agent) manually signs the certificate of authentication on this Note. 
 15. Governing Law. 

This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 

16. Abbreviations. 
 Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). 
 The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. 
 [NOTE: THE FORM OF GUARANTEE ATTACHED AS EXHIBIT F TO THE INDENTURE IS TO BE ATTACHED TO THIS NOTE.] 

  
 A-7









 [FORM OF TRANSFER NOTICE] 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

 
  Insert Taxpayer Identification No. 
  

 
  

 
  

 
 Please print or typewrite name and
address including zip code of assignee 
  
  

 
  

the within Note and all rights thereunder, hereby irrevocably constituting and appointing 

 
  

 

 attorney to transfer said Note on the books of the Company with full power of
substitution in the premises. 

  
 A-8









 [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] 

In connection with any transfer of this Note, the undersigned confirms that such transfer is made without utilizing any general
solicitation or general advertising and further as follows: 
 Check One 

[    ] (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the
Securities Act of 1933, as amended and certification in the form of Exhibit E to the Indenture is being furnished herewith. 

[    ] (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit D to the Indenture is being furnished herewith. 
 or 
 [    ] (3) This Note is being transferred other than in accordance
with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. 
 If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in the Indenture have been satisfied. 
 Date:
                                        

  

	
	
	  
	Seller
	
	By                             
                                         
  


 NOTICE: The signature to this assignment must correspond with the name as written 

upon the face of the within-mentioned instrument in every particular, without alteration 

or any change whatsoever. 
  

			
	 Signature Guarantee:5    
	 	 

 By:6 
  

 

	5 	Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership
or participation in the Securities Transfer Association 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. 


	6 	To be executed by an executive officer. 


  
 A-9









 OPTION OF HOLDER TO ELECT PURCHASE 

If the Holder hereof wishes to have all of this Note purchased by the Company pursuant to Section 4.10 of the Indenture (Asset
Sales) or Section 4.13 of the Indenture (Offer to Repurchase Notes Upon a Change of Control) of the Indenture, check the box: 
 If the Holder hereof wishes wish to have a portion of this Note purchased by the Company pursuant to Section 4.10 of the Indenture (Asset Sales) or Section 4.13 of the Indenture (Offer to
Repurchase Notes Upon a Change of Control) of the Indenture, state the amount (in original principal amount) below: 
 $                    . 
 Date:                              

Your Signature:
                                         
                
 (Sign exactly as your name appears on the other
side of this Note) 
 Signature Guarantee:1
                                         
                
  

 

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


  
 A-10









 SCHEDULE OF EXCHANGES OF NOTES1 
 The following exchanges of interests in this Global Note for Certificated Notes or interests in another Global Note have been made: 

 

									
	 Date of

Exchange
	 	 Amount of decrease
in principal amount
of this
Global Note
	 	 Amount of increase
in principal amount
of this
Global Note
	  	Principal amount of
this Global Note
following such
decrease (or increase)	  	Signature of
authorized officer of
Trustee


 
  

	1 	 For Global Notes 



  
 A-11









 EXHIBIT B 
 RESTRICTED LEGEND 
 THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE
COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
(B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE
EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THIS NOTE EVIDENCED HEREBY. 

  
 B-1









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

  
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 EXHIBIT D 
 Regulation S Certificate 

                    ,
         
 U.S. Bank National Association 

14241 Dallas Parkway, Suite 490 
 Dallas, Texas
75254 
 Attention: Corporate Trust Services 
  

	Re:	RANGE RESOURCES CORPORATION 


	    	5% Senior Subordinated 


	    	Notes due 2023 (the “NOTES”) 


	    	Issued under the Indenture (the “INDENTURE”) dated as of March 18, 2013 


	 	relating to the Notes 

 Ladies and Gentlemen:

 Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “Securities Act”), except as otherwise stated herein. 
 [CHECK A OR B AS APPLICABLE.] 

 

	[    ] A.	This Certificate relates to our proposed transfer of $         principal amount of Notes issued under the Indenture. We
hereby certify as follows: 

 1. The offer and sale of the Notes was not and will not be made to a person in the
United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule
902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad. 

2. Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order
was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a
designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States. 
 3. Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes. 

4. The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

 5. If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the
proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in
accordance with the provisions of Rule 904(b) of Regulation S. 
  

	[    ] B.	This Certificate relates to our proposed exchange of $         principal amount of Notes issued under the Indenture for
an equal principal amount of Notes to be held by us. We hereby certify as follows: 


  
 D-1









 1. At the time the offer and sale of the Notes was made to us, either (i) we were not
in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant
to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad. 
 2. Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was
executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States. 
 3. The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 
 You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
		
	By:	 	 
		 	Name:
		 	Title:
		 	Address:


 Date:____________________ 

  
 D-2









 EXHIBIT E 
 Rule 144A Certificate 
 ____________, ___ 

U.S. Bank National Association 
 14241 Dallas
Parkway, Suite 490 
 Dallas, Texas 75254 
 Attention: Corporate Trust Services 
  

	Re:	RANGE RESOURCES CORPORATION 


	    	5% Senior Subordinated Notes due 2023 (the “NOTES”) 


	    	Issued under the Indenture (the “INDENTURE”) dated as of March 18, 2013 


	    	relating to the Notes 

 Ladies and Gentlemen:

 TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED. 

This Certificate relates to: [CHECK A OR B AS APPLICABLE.] 

 

	[    ] A	Our proposed purchase of $____ principal amount of Notes issued under the Indenture. 


 

	[    ] B	Our proposed exchange of $____ principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us. 


We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of
issuers that are not affiliated with us (or such accounts, if applicable), as of ___________, 20__, which is a date on or since close of our most recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified
institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect
to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of
this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information. 
 You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby. 
  

			
	Very truly yours,
	
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
		
	By:	 	 
		 	Name:
		 	Title:
		 	Address:


 Date:____________________ 

  
 E-1









 EXHIBIT F 
 Guarantee 
 Each of the Subsidiary Guarantors hereby, jointly and severally
and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, dated as of March 18, 2013,
among Range Resources Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”) (as it may be amended or
supplemented, the “Indenture”), the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, and premium, if any, and interest on, the Notes shall be promptly paid in full when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, and interest on premium and interest on, the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder
or thereunder shall be promptly paid in full or 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, that same shall be
promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. 
 The
obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture (including the subordination provisions thereof) are expressly set forth in Article 11 of the Indenture, and reference
is hereby made to such Indenture for the precise terms of this Guarantee. The terms of Article 11 of the Indenture are incorporated herein by reference. 
 This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each of the Subsidiary Guarantors and its respective successors and assigns to the extent set forth in
the Indenture until full and final payment of all of the Company’s Obligations under the Notes and the Indenture and shall inure to the benefit of the Trustee and the Holders of Notes and their successors and assigns and, in the event of any
transfer or assignment of rights by any Holder of Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions
hereof. Notwithstanding the foregoing, any Subsidiary Guarantor that satisfies the provisions of Section 11.04 of the Indenture shall be released of its obligations hereunder. This is a Guarantee of payment and not a, guarantee of collection.

 This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon
which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. 
 For purposes hereof, each Subsidiary Guarantor’s liability will be that amount from time to time equal to the aggregate liability of such Subsidiary Guarantor hereunder but shall be limited to the
lesser of (i) the aggregate amount of the obligations of the Company under the Notes and the Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor “insolvent” (as such term is
defined in the federal Bankruptcy Code and in the Debtor and Creditor law of the State of New York) or (B) left it with unreasonably small capital at the time its Guarantee was entered into, after giving effect to the incurrence of existing
Indebtedness immediately prior to such time; provided, that, it shall be a presumption in any lawsuit or other proceeding in which such Subsidiary Guarantor is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in
clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate liability of
such Subsidiary Guarantor is limited to the amount set forth in clause (ii). The Indenture provides that, in making any determination as to the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence,
the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account. 

  
 F-1









 Capitalized terms used herein have the same meanings given in the Indenture unless otherwise
indicated. 
  

			
	 AMERICAN ENERGY SYSTEMS, LLC
 ENERGY ASSETS OPERATING COMPANY, LLC
 RANGE ENERGY SERVICES COMPANY, LLC

RANGE OPERATING NEW MEXICO, LLC
 RANGE PRODUCTION
COMPANY RANGE
 RESOURCES—APPALACHIA, LLC RANGE
 RESOURCES—MIDCONTINENT, LLC RANGE
 RESOURCES—PINE MOUNTAIN, INC. RANGE

TEXAS PRODUCTION, LLC

		
	By:	 	 
	Name:	 	Dori A. Ginn
	 Title:
	 	Vice President



  
 F-2