EX-4.4



 Exhibit 4.4 

NFR ENERGY LLC 
 NFR ENERGY FINANCE
CORPORATION 
 9.75% SENIOR NOTES DUE 2017 
  

 
 INDENTURE 

Dated as of February 12, 2010 
  

 
 The Bank of New
York Mellon Trust Company, N.A. 
 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(a)
	  	2.05
	   (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)
	  	4.04;12.02; 12.05
	   (b)
	  	N.A.
	   (c)(1)
	  	12.04
	   (c)(2)
	  	12.04
	   (c)(3)
	  	N.A.
	   (d)
	  	N.A.
	   (e)
	  	12.05
	   (f)
	  	N.A.
	 315(a)
	  	7.01
	   (b)
	  	7.05; 12.02
	   (c)
	  	7.01
	   (d)
	  	7.01
	   (e)
	  	6.11
	 316(a) (last sentence)
	  	2.09
	   (a)(1)(A)
	  	6.05
	   (a)(1)(B)
	  	6.04
	   (a)(2)
	  	N.A.
	   (b)
	  	6.07
	   (c)
	  	2.12
	 317(a)(1)
	  	6.08
	   (a)(2)
	  	6.09
	   (b)
	  	2.04
	 318(a)
	  	12.01
	   (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
	   

			
	 Section 1.01
	 	Definitions	  	 	1	  
	 Section 1.02
	 	Other Definitions	  	 	41	  
	 Section 1.03
	 	Incorporation by Reference of Trust Indenture Act	  	 	41	  
	 Section 1.04
	 	Rules of Construction	  	 	42	  
	
	ARTICLE 2	  
	
	THE NOTES	  
			
	 Section 2.01
	 	Form and Dating	  	 	42	  
	 Section 2.02
	 	Execution and Authentication	  	 	44	  
	 Section 2.03
	 	Registrar and Paying Agent	  	 	44	  
	 Section 2.04
	 	Paying Agent to Hold Money in Trust	  	 	45	  
	 Section 2.05
	 	Holder Lists	  	 	45	  
	 Section 2.06
	 	Transfer and Exchange	  	 	45	  
	 Section 2.07
	 	Replacement Notes	  	 	59	  
	 Section 2.08
	 	Outstanding Notes	  	 	60	  
	 Section 2.09
	 	Treasury Notes	  	 	60	  
	 Section 2.10
	 	Temporary Notes	  	 	60	  
	 Section 2.11
	 	Cancellation	  	 	61	  
	 Section 2.12
	 	Defaulted Interest	  	 	61	  
	 Section 2.13
	 	CUSIP Numbers	  	 	61	  
	
	ARTICLE 3	  
	
	REDEMPTION AND PREPAYMENT	  
			
	 Section 3.01
	 	Notices to Trustee	  	 	61	  
	 Section 3.02
	 	Selection of Notes to Be Redeemed	  	 	62	  
	 Section 3.03
	 	Notice of Redemption	  	 	62	  
	 Section 3.04
	 	Effect of Notice of Redemption	  	 	63	  
	 Section 3.05
	 	Deposit of Redemption Price	  	 	63	  
	 Section 3.06
	 	Notes Redeemed in Part	  	 	64	  
	 Section 3.07
	 	Optional Redemption	  	 	64	  
	 Section 3.08
	 	Mandatory Redemption	  	 	65	  


  
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	 	 	 	  	Page	 
	ARTICLE 4	  
	
	COVENANTS	  
			
	 Section 4.01
	 	Payment of Notes	  	 	65	  
	 Section 4.02
	 	Maintenance of Office or Agency	  	 	66	  
	 Section 4.03
	 	Reports	  	 	66	  
	 Section 4.04
	 	Compliance Certificate	  	 	68	  
	 Section 4.05
	 	Intentionally Omitted	  	 	68	  
	 Section 4.06
	 	Intentionally Omitted	  	 	68	  
	 Section 4.07
	 	Restricted Payments	  	 	68	  
	 Section 4.08
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	  	 	73	  
	 Section 4.09
	 	Incurrence of Indebtedness and Issuance of Preferred Equity	  	 	76	  
	 Section 4.10
	 	Asset Sales	  	 	80	  
	 Section 4.11
	 	Transactions with Affiliates	  	 	83	  
	 Section 4.12
	 	Liens	  	 	86	  
	 Section 4.13
	 	Business Activities	  	 	86	  
	 Section 4.14
	 	Intentionally Omitted	  	 	86	  
	 Section 4.15
	 	Offer to Repurchase Upon Change of Control	  	 	86	  
	 Section 4.16
	 	Payments for Consent	  	 	88	  
	 Section 4.17
	 	Additional Note Guarantees	  	 	88	  
	 Section 4.18
	 	Designation of Restricted and Unrestricted Subsidiaries	  	 	89	  
	 Section 4.19
	 	Changes in Covenants upon Notes being Rated Investment Grade	  	 	90	  
	 Section 4.20
	 	Limitation on Activities of the Co-Issuer	  	 	90	  
	
	ARTICLE 5	  
	
	SUCCESSORS	  
			
	 Section 5.01
	 	Merger, Consolidation, or Sale of Assets	  	 	90	  
	 Section 5.02
	 	Successor Substituted	  	 	91	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	 Section 6.01
	 	Events of Default	  	 	92	  
	 Section 6.02
	 	Acceleration	  	 	94	  
	 Section 6.03
	 	Other Remedies	  	 	94	  
	 Section 6.04
	 	Waiver of Past Defaults	  	 	95	  
	 Section 6.05
	 	Control by Majority	  	 	95	  
	 Section 6.06
	 	Limitation on Suits	  	 	95	  
	 Section 6.07
	 	Rights of Holders to Receive Payment	  	 	95	  
	 Section 6.08
	 	Collection Suit by Trustee	  	 	96	  
	 Section 6.09
	 	Trustee May File Proofs of Claim	  	 	96	  
	 Section 6.10
	 	Priorities	  	 	96	  


  
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	 	 	 	  	Page	 
	 Section 6.11
	 	Undertaking for Costs	  	 	97	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	 Section 7.01
	 	Duties of Trustee	  	 	97	  
	 Section 7.02
	 	Rights of Trustee	  	 	98	  
	 Section 7.03
	 	Individual Rights of Trustee	  	 	99	  
	 Section 7.04
	 	Trustee’s Disclaimer	  	 	99	  
	 Section 7.05
	 	Notice of Defaults	  	 	100	  
	 Section 7.06
	 	Reports by Trustee to Holders	  	 	100	  
	 Section 7.07
	 	Compensation and Indemnity	  	 	100	  
	 Section 7.08
	 	Replacement of Trustee	  	 	101	  
	 Section 7.09
	 	Successor Trustee by Merger, etc.	  	 	102	  
	 Section 7.10
	 	Eligibility; Disqualification	  	 	102	  
	 Section 7.11
	 	Preferential Collection of Claims Against the Issuers	  	 	103	  
	
	ARTICLE 8	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  
			
	 Section 8.01
	 	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	103	  
	 Section 8.02
	 	Legal Defeasance and Discharge	  	 	103	  
	 Section 8.03
	 	Covenant Defeasance	  	 	104	  
	 Section 8.04
	 	Conditions to Legal or Covenant Defeasance	  	 	104	  
	 Section 8.05
	 	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	106	  
	 Section 8.06
	 	Repayment to Issuers	  	 	106	  
	 Section 8.07
	 	Reinstatement	  	 	106	  
	
	ARTICLE 9	  
	
	AMENDMENT, SUPPLEMENT AND WAIVER	  
			
	 Section 9.01
	 	Without Consent of Holders	  	 	107	  
	 Section 9.02
	 	With Consent of Holders	  	 	108	  
	 Section 9.03
	 	Compliance with Trust Indenture Act	  	 	109	  
	 Section 9.04
	 	Revocation and Effect of Consents	  	 	109	  
	 Section 9.05
	 	Notation on or Exchange of Notes	  	 	110	  
	 Section 9.06
	 	Trustee to Sign Amendments, etc.	  	 	110	  


  
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	 	 	 	  	Page	 
	ARTICLE 10	  
	
	NOTE GUARANTEES	  
			
	 Section 10.01
	 	Guarantee	  	 	110	  
	 Section 10.02
	 	Limitation on Guarantor Liability	  	 	111	  
	 Section 10.03
	 	Intentionally Omitted	  	 	112	  
	 Section 10.04
	 	Guarantors May Consolidate, etc., on Certain Terms	  	 	112	  
	 Section 10.05
	 	Releases	  	 	113	  
	
	ARTICLE 11	  
	
	SATISFACTION AND DISCHARGE	  
			
	 Section 11.01
	 	Satisfaction and Discharge	  	 	113	  
	 Section 11.02
	 	Application of Trust Money	  	 	114	  
	
	ARTICLE 12	  
	
	MISCELLANEOUS	  
			
	 Section 12.01
	 	Trust Indenture Act Controls	  	 	115	  
	 Section 12.02
	 	Notices	  	 	115	  
	 Section 12.03
	 	Communication by Holders with Other Holders	  	 	116	  
	 Section 12.04
	 	Certificate and Opinion as to Conditions Precedent	  	 	116	  
	 Section 12.05
	 	Statements Required in Certificate or Opinion	  	 	116	  
	 Section 12.06
	 	Rules by Trustee and Agents	  	 	117	  
	 Section 12.07
	 	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	117	  
	 Section 12.08
	 	Governing Law	  	 	117	  
	 Section 12.09
	 	Successors	  	 	117	  
	 Section 12.10
	 	Severability	  	 	118	  
	 Section 12.11
	 	Counterpart Originals	  	 	118	  
	 Section 12.12
	 	Table of Contents, Headings, etc.	  	 	118	  

 EXHIBITS 
  

			
	 Exhibit A1
	  	FORM OF NOTE
	 Exhibit A2
	  	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
	 Exhibit B
	  	FORM OF CERTIFICATE OF TRANSFER
	 Exhibit C
	  	FORM OF CERTIFICATE OF EXCHANGE
	 Exhibit D
	  	 FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL

     ACCREDITED INVESTOR

	 Exhibit E
	  	FORM OF SUPPLEMENTAL INDENTURE


  
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 INDENTURE dated as of February 12, 2010 among NFR Energy LLC, a Delaware limited liability
company (the “Company”), NFR Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), the Guarantors (as defined herein) and The Bank of New York
Mellon Trust Company, N.A., a national banking association, as trustee. 
 The Issuers, the Guarantors and the Trustee agree as follows for
the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (a) the $200,000,000 aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2017 (the “Initial Notes”),
(b) any Additional Notes (as defined herein) that may be issued after the date hereof and (c) if and when issued pursuant to the Registration Rights Agreement (as defined herein), the Company’s Exchange Notes (as defined herein)
issued in the Registered Exchange Offer (as defined herein) in exchange for any outstanding Initial Notes or Additional Notes (all such securities in clauses (a), (b) and (c) being referred to collectively as the “Notes”):

 ARTICLE 1 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
  

	Section 1.01	Definitions. 

 “144A Global Note” means a Global Note substantially in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A. 
 “Acquired Debt” means, with respect to any
specified Person: 
 (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or
became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person;
and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. 

“Additional Assets” means: 

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

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

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







 “Additional Interest” means all Additional Interest then owing pursuant to the
Registration Rights Agreement. 
 “Additional Notes” means additional Notes (other than the Initial Notes) issued under
this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes. 
 “Adjusted
Consolidated Net Tangible Assets” of the Company means (without duplication), as of the date of determination, the remainder of: 
  

	 	(a)	the sum of: 

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

(A) estimated proved oil and gas reserves acquired since such year end, which reserves were not reflected in such year end
reserve report, and 
 (B) estimated oil and gas reserves attributable to extensions, discoveries and other additions and
upward revisions of estimates of proved oil and gas reserves since such year end due to exploration, development or exploitation, production or other activities, which would, in accordance with standard industry practice, cause such revisions
(including the impact to proved reserves and future net revenues from estimated development costs incurred and the accretion of discount since such year end), 

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

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

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

  
 -2- 








 in the case of clauses (A) through (D) utilizing prices and costs calculated in
accordance with SEC guidelines as if the end of the most recent fiscal quarter preceding the date of determination for which such information is available to the Company were year end; provided, however, that in the case of each of the
determinations made pursuant to clauses (A) through (D), such increases and decreases shall be as estimated by the Company’s petroleum engineers; 

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

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

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

 

	 	(b)	the sum of: 

 (i) Minority Interests; 

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

(iii) to the extent included in (a)(i) above, the discounted future net revenues, calculated in accordance with SEC guidelines
(but utilizing prices and costs calculated in accordance with SEC guidelines as if the end of the most recent fiscal quarter preceding the date of determination for which such information is available to the Company were year end), attributable to
reserves which are required to be delivered to third parties to fully satisfy the obligations 

  
 -3- 








 
of the Company and its Restricted Subsidiaries with respect to Volumetric Production Payments (determined, if applicable, using the schedules specified with respect thereto); and 

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

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

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

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

(2) the excess of: (a) the present value at such redemption date of (i) the redemption price of the Note at
February 15, 2014, (such redemption price being set forth in the table appearing in Section 3.07(b) hereof) plus (ii) all required interest payments due on the Note through February 15, 2014 (excluding accrued but unpaid interest
to the applicable redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the principal amount of the Note. 

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

  
 -4- 








 “Asset Acquisition” means: 

(1) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person
shall become a Restricted Subsidiary of the Company or any Restricted Subsidiary of the Company, or shall be merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; or 

(2) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a
Restricted Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprise any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary
course of business. 
 “Asset Sale” means: 

(1) the sale, lease, conveyance or other disposition of any assets or rights of the Company and its Restricted Subsidiaries;
provided that the sale, lease (including by means of Production Payments and Reserve Sales but excluding an operating lease entered into in the ordinary course of the Oil and Gas Business), conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and 

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

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

(1) any single transaction or series of related transactions that involves assets or Equity Interests of any Restricted
Subsidiary having a Fair Market Value of less than $10.0 million; 
 (2) a transfer of assets between or among the Company
and any of its Restricted Subsidiaries; 
 (3) an issuance or sale of Equity Interests by a Restricted Subsidiary of the
Company to the Company or to another Restricted Subsidiary of the Company; 
 (4) the sale or lease of inventory, products or
services or the lease, assignment or sub-lease of any real or personal property; 
 (5) the sale or discounting of accounts
receivable in the ordinary course of business; 

  
 -5- 








 (6) any sale or other disposition of damaged, worn-out, obsolete or no longer
useful assets or properties; 
 (7) any sale of assets received by the Company or any of its Restricted Subsidiaries upon the
foreclosure on a Lien; 
 (8) the sale or other disposition of cash, Cash Equivalents or Marketable Securities; 

(9) a sale of accounts receivable and related assets of the type specified in the definition of “Receivables
Financing” to a Receivables Subsidiary in a Qualified Receivables Financing; 
 (10) a transfer of accounts receivable
and related assets of the type specified in the definition of “Receivables Financing” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Financing; 

(11) a Restricted Payment that does not violate Section 4.07 hereof or a Permitted Investment; 

(12) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; 

(13) the granting of Liens not otherwise prohibited by this Indenture; 

(14) the surrender, or waiver of contract rights, oil and gas leases, or settlement, release or surrender of contract, tort or
other claims; 
 (15) any exchange of assets related to a Permitted Business of comparable market value, as determined in
good faith by the Company; 
 (16) a disposition of Hydrocarbons or mineral products inventory in the ordinary course of
business; 
 (17) any Production Payments and Reserve Sales; provided that any such Production Payments and Reserve
Sales, other than incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services to the Company or a Restricted Subsidiary, shall have been
created, incurred, issued, assumed or Guaranteed in connection with the financing of, and within 60 days after the acquisition of, the property that is subject thereto; 

(18) a disposition of Oil and Gas Properties in connection with tax credit transactions complying with Section 29 or any
successor or analogous provisions of the Code; 
 (19) the abandonment, farmout, lease or sublease of developed or
undeveloped Oil and Gas Properties in the ordinary course of business; and 

  
 -6- 








 (20) a disposition (whether or not in the ordinary course of business) of any Oil
and Gas Property or interest therein to which no proved reserves are attributable at the time of such disposition. 
 “Bankruptcy
Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 
 “Beneficial
Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the
Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or
is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. 

“Board of Directors” means: 

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on
behalf of such board; 
 (2) with respect to a partnership, the Board of Directors or other governing body of the general
partner of the partnership; 
 (3) with respect to a limited liability company, the Board of Directors or other governing
body, and in the absence of the same, the manager or board of managers or the managing member or members or any controlling committee thereof; and 

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

“Borrowing Base” means at any date an amount equal to the amount of (a) 65% of the net present value discounted at 9% of
proved developed producing (PDP) reserves, plus (b) 35% of the net present value discounted at 9% of proved developed non-producing (PDNP) reserves, plus (c) 25% of the net present value discounted at 9% of proven undeveloped (PUD)
reserves, in each case for the Company and its Restricted Subsidiaries, as estimated by the Company in a reserve report prepared by the Company’s petroleum engineers and calculated in accordance with SEC guidelines in all material respects
(before any state or federal or other income tax). 
 “Broker-Dealer” has the meaning set forth in the Registration Rights
Agreement. 
 “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are
authorized or required by law to close in New York State. 
 “Capital Lease Obligation” means, at the time any
determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP. 

  
 -7- 








 “Capital Stock” means: 

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

(2) in the case of an association or business entity that is not a corporation, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership interests; and 
 (4) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether
or not such debt securities include any right of participation with Capital Stock. 
 “Cash Contributions”
means the aggregate amount of cash contributions made to the capital of the Company or any Guarantor described in the definition of “Contribution Indebtedness.” 

“Cash Equivalents” means: 

(1) United States dollars or, in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held
by it from time to time in the ordinary course of business; 
 (2) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more
than one year from the date of acquisition; 
 (3) certificates of deposit, time deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial
bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better; 

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into
with any financial institution meeting the qualifications specified in clause (3) above; 

  
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 (5) commercial paper having one of the two highest ratings obtainable from
Moody’s or S&P and, in each case, maturing within one year after the date of acquisition; 
 (6) securities issued
or fully guaranteed by any state or commonwealth of the United States, or by any political subdivision or taxing authority thereof having one of the two highest ratings obtainable from Moody’s or S&P, and, in each case, maturing within one
year after the date of acquisition; 
 (7) money market funds at least 95% of the assets of which constitute Cash Equivalents
of the kinds described in clauses (1) through (5) of this definition; and 
 (8) Indebtedness or Preferred Stock
issued by Persons with a rating of “A” or higher from S&P or “A-2” from Moody’s with maturities of 24 months or less from the date of acquisition. 

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

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the
Exchange Act), other than the Permitted Holders; or 
 (2) the consummation of any transaction (including, without
limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the
Company, measured by voting power rather than number of shares. 
 Notwithstanding the preceding, a conversion of the Company or any of its Restricted
Subsidiaries from a limited liability company, corporation, limited partnership or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Capital Stock
in one form of entity for Capital Stock for another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act)
who Beneficially Owned the Capital Stock of the Company immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity
Interests in such entity to elect a majority of its directors, managers, trustees or other persons serving in a similar capacity for such entity, and in either case no “person” Beneficially Owns more than 50% of the Voting Stock of such
entity. 
 “Clearstream” means Clearstream Banking, S.A. 

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

  
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 “Commodity Agreements” means, in respect of any Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement or arrangement in respect of Hydrocarbons used, produced, processed or sold by such Person that are customary in the Oil and Gas Business and designed to protect such
Person against fluctuation in Hydrocarbon prices. 
 “Company” means the Person named as the “Company” in the
first introductory paragraph to this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter the “Company” shall mean such successor Person. 

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such
Person for such period (A) plus, without duplication to the extent the same was deducted in calculating Consolidated Net Income: 

(1) provision for taxes based on income, profits or capital, including without limitation state, franchise and similar taxes,
of such Person and its Restricted Subsidiaries or the Tax Amount for such period, to the extent that such provision for taxes or Tax Amount was deducted in computing such Consolidated Net Income; plus 

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges
were deducted in computing such Consolidated Net Income; plus 
 (3) depreciation, depletion, amortization (including
amortization of goodwill and other intangibles, deferred financing fees and any amortization included in pension, OPEB or other employee benefit expenses, but excluding amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash expenses (including without limitation write-downs and impairment of property, plant, equipment and intangibles and other long-lived assets (including pursuant to the application of Statement of Financial Accounting Standard No. 142,
“Goodwill and Other Intangibles” and Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets”) and the impact of purchase accounting, but excluding any such
non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such
period to the extent that such depreciation, depletion, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus 

(4) the amount of any restructuring charges (which, for the avoidance of doubt, shall include retention, severance,
integration, business optimization, systems establishment cost or excess pension, OPEB, curtailment or other excess charges); plus 

(5) the minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in
any non-wholly owned Subsidiary in such period or any prior period, except to the extent of dividends declared or paid on Equity Interests held by third parties; plus 

  
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 (6) the amount of management, consulting, monitoring and advisory fees and
related expenses paid to the Equity Investors or any other Permitted Holder (or any accruals related to such fees and related expenses) during such period; provided that such amount shall not exceed in any four quarter period the greater of
(x) $5.0 million and (y) 2.0% of Consolidated Cash Flow of the Company and its Restricted Subsidiaries for each period; plus 

(7) accretion of asset retirement obligations in accordance with SFAS No. 143, Accounting for Asset Retirement
Obligations, and any similar accounting in prior periods; minus 
 (B) (1) non-cash items increasing such Consolidated Net Income for
such period, other than any items which represent the reversal of any accrual of, or cash reserve for, anticipated charges in any prior period where such accrual or reserve is no longer required; and (2) the minority interest income consisting
of subsidiary losses attributable to the minority equity interests of third parties in any non-wholly owned Subsidiary. 

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

(1) any net after-tax extraordinary, unusual or nonrecurring gains or losses (less all fees and expenses relating thereto) or
income or expense or charge (including, without limitation, income, expenses and charges from litigation and arbitration settlements, severance, relocation and other restructuring costs), including, without limitation, any severance or relocation
expense, and fees, expenses or charges related to any offering of Equity Interests of such Person, any Investment, acquisition or incurrence or repayment of Indebtedness permitted to be incurred hereunder (in each case, whether or not successful),
including all fees, expenses and charges, in each case shall be excluded; 
 (2) any net after-tax income or loss from
disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gain or loss on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded; 

(3) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business
dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Company) shall be excluded; 

(4) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early
extinguishment of indebtedness and Hedging Obligations or other derivative instruments shall be excluded; 
 (5) (A) the Net
Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted 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


  
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distributions or other payments in respect of equity that are actually paid in cash (or to the extent converted into cash) by the referent Person to the Company or a Restricted Subsidiary thereof
in respect of such period and (B) the Net Income for such period shall include any dividend, distribution or other payments in respect of equity paid in cash by such Person to the Company or a Restricted Subsidiary thereof in excess of the
amount included in clause (A); 
 (6) any increase in depreciation, depletion or amortization or any one-time non-cash
charges (such as purchased in-process research and development or capitalized manufacturing profit in inventory) resulting from purchase accounting in connection with any acquisition that is consummated prior to or after the Issue Date shall be
excluded; 
 (7) accruals and reserves that are established within twelve months after an acquisition’s closing date and
that are so required to be established as a result of such transaction in accordance with GAAP or as a result of a modification of accounting policies shall be excluded; 

(8) any impairment charges resulting from the application of Statements of Financial Accounting Standards No. 142 and
No. 144 and the amortization of intangibles pursuant to Statement of Financial Accounting Standards No. 141 or asset write-offs shall be excluded; 

(9) any long-term incentive plan accruals and any non-cash compensation expense realized from grants of stock appreciation or
similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded; 

(10) any asset impairment writedowns on Oil and Gas Properties under GAAP or SEC guidelines shall be excluded; 

(11) any unrealized non-cash gains or losses or charges in respects of Hedging Obligations (including those resulting from the
application of Statement of Financial Accounting Standard No. 133) shall be excluded; 
 (12) solely for the purpose of
determining the amount available for Restricted Payments under Section 4.07(a)(C)(i) hereof, the Net Income of any Restricted Subsidiary that is not a Subsidiary Guarantor will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders or members, unless such restriction with respect to the payment of
dividends or similar distributions has been legally waived; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent
converted into cash) by such Person to the Company or another Restricted Subsidiary thereof in respect of such period, to the extent not already included therein; and 

  
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 (13) the cumulative effect of a change in accounting principles will be excluded.

 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases,
dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not
contingent: 
 (1) to purchase any such primary obligation or any property constituting direct or indirect security thereof;

 (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor to make payment of such obligation against loss in respect thereof. 

“Contribution Indebtedness” means Indebtedness of the Company or any Guarantor in an aggregate principal amount not greater
than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the equity capital of the Company or such Guarantor after the date of this Indenture, provided that: 

(1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to
the equity capital of the Company or such Guarantor, as applicable, the amount in excess shall be Indebtedness (other than secured Indebtedness) with a Stated Maturity later than the Stated Maturity of the Notes, and 

(2) such Contribution Indebtedness (x) is incurred within 180 days after the making of such cash contributions and
(y) is designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the incurrence date thereof. 

“Corporate Trust Office of the Trustee” will 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 amended and
restated credit agreement, dated as of April 28, 2009, by and among the Company, BNP Paribas as administrative agent, Capital One, N.A. and Bank of America, N.A. as co-syndication agents and the lenders party thereto from time to time,
providing for revolving credit borrowings and letters of credit, 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 (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. 

  
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 “Credit Facilities” means one or more debt facilities (including, without
limitation, the Credit Agreement), indentures or commercial paper facilities, in each case with banks or other institutional lenders or investors providing for revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), or letters of credit or other indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced (whether
upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time, including any agreement or indenture extending the maturity thereof or otherwise
restructuring all or any portion of the indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof. 

“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract,
option contract or other similar agreement as to which such Person is a party or a beneficiary. 
 “Custodian” means the
Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. 
 “Default” means any
event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 
 “Definitive
Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. 

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

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or one of
its Restricted Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-cash Consideration” pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of cash or Cash
Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration. 
 “Designated Preferred
Stock” means Preferred Stock of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock) that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership
plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in Section 4.07(a)(C)(ii) hereof. 

  
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 “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms
of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock
will not constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale. The amount of Disqualified
Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends. 
 “Dollar-Denominated Production Payments” means
production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith. 

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or
any state of the United States or the District of Columbia. 
 “Equity Interests” means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 

“Equity Investors” means each of First Reserve Fund XI, L.P., FR NFR Holdings LLC, Ramshorn Investments, Inc. and their
respective Affiliates. 
 “Equity Offering” means (i) an offer and sale of Capital Stock (other than Disqualified
Stock) of the Company or (ii) an offer and sale of Capital Stock (other than Disqualified Stock) of a direct or indirect parent company of the Company (to the extent the net proceeds therefrom are contributed to the equity capital of the
Company) pursuant to (x) a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee
benefit plan of the Company or such direct or indirect parent company), or (y) a private issuance exempt from registration under the Securities Act. 

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

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

  
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 “Exchange Notes” means the Notes issued in the Registered Exchange Offer
pursuant to Section 2.06(f) hereof. 
 “Exchange Offer Registration Statement” has the meaning set forth in the
Registration Rights Agreement. 
 “Excluded Contributions” means the net cash proceeds received by the Company after the
date of this Indenture from: 
 (1) contributions to its common equity capital, and 

(2) the sale (other than to a Subsidiary of the Company) of Capital Stock (other than Disqualified Stock and Designated
Preferred Stock) of the Company, 
 in each case designated as “Excluded Contributions” pursuant to an Officers’ Certificate executed by an
Officer of the Company, the net cash proceeds of which are excluded from the calculation set forth in Section 4.07(a)(C)(ii) hereof. 

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction
not involving distress or necessity of either party, determined in good faith by (i) the principal financial officer of the Company for transactions less than $20.0 million and (ii) the Board of Directors of the Company (unless otherwise
provided in this Indenture) for transactions valued at, or in excess of, $20.0 million. 
 “Fixed Charge Coverage Ratio”
means with respect to any specified 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 specified Person or any of its Restricted
Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than (i) ordinary working capital borrowings and (ii) in the case of revolving credit borrowings or revolving
advances under any Qualified Receivables Financing, in which case interest expense will be computed based upon the average daily balance of such Indebtedness during the applicable period) or issues, repurchases or redeems preferred equity subsequent
to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation
Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance,
repurchase or redemption of preferred equity, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. 

In addition, for purposes of calculating the Fixed Charge Coverage Ratio, Asset Acquisitions, dispositions, mergers, consolidations and
discontinued operations (as determined in accordance with GAAP), and any related financing transactions, that the specified Person or any of its Restricted Subsidiaries has both determined to make and made after the date of this Indenture and during
the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma 

  
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basis assuming that all such Asset Acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change of any associated Fixed Charges and the change in Consolidated
Cash Flow resulting therefrom) had occurred on the first day of the four-quarter reference period, including any pro forma expense and cost reductions and other operating improvements that have occurred or are reasonably expected to occur, in the
reasonable judgment of the chief financial officer of the Company (regardless of whether these cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under
the Securities Act or any other regulation or policy of the SEC related thereto). Any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period,
and if, since the beginning of the four-quarter reference period, any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its other Restricted Subsidiaries since the beginning of such period shall
have made any acquisition, Investment, disposition, merger, consolidation or discontinued operation, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Fixed Charge
Coverage Ratio shall be adjusted giving pro forma effect thereto for such period as if such Asset Acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter reference
period. Any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good
faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months). Interest on a Capital Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP. For purposes
of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.
Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an Officers’ Certificate, to
reflect operating expense reductions reasonably expected to result from any acquisition or merger. 
 “Fixed Charges”
means, with respect to any specified Person for any period, the sum, without duplication, of: 
 (1) the consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding amortization of deferred 

  
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financing fees, debt issuance costs and commissions, fees and expenses and the expensing of any bridge, commitment or other financing fees, commissions, discounts, yield and other fees and
charges (including any interest expense) related to any receivables facility but including original issue discount, non-cash interest payments, the interest component of any deferred payment obligations (classified as Indebtedness under the
Indenture), the interest component of all payments associated with Capital Lease Obligations and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus 

(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period;
plus 
 (3) all cash dividend payments or other cash distributions on any series of preferred equity of such Person
and all other dividend payments or other distributions on the Disqualified Stock of such Person; less 
 (4) interest
income; less 
 (5) non-cash interest expense attributable to movement in mark to market valuation of Hedging
Obligations or other derivatives under GAAP; less 
 (6) accretion or accrual of discounted liabilities not
constituting Indebtedness; less 
 (7) any expense resulting from the discounting of Indebtedness in connection with
the application of purchase accounting in connection with any acquisition; less 
 (8) Additional Interest; and
less 
 (9) to the extent not included above, any interest attributable to Dollar-Denominated Production Payments.

 “Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of the United States of
America or any state thereof or the District of Columbia. 
 “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 of this Indenture. 

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all
Global Notes issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A1 hereto and that


  
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bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof. 
 “Government Securities” means direct obligations of, or obligations Guaranteed
by, the United States of America, and the payment for which the United States pledges its full faith and credit. 

“Guarantee” means a guarantee, other than by endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner, including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). 

“Guarantors” means each of: 

(1) each of NFR Uinta Basin LLC, NFR Williston Basin LLC, NFR East Texas Basin LLC, NFR Bear Paw Basin LLC, NFR Monskatchewan
Gathering LLC and Redrock Drilling, LLC; and 
 (2) any other Subsidiary of the Company that executes a Note Guarantee in
accordance with the provisions of this Indenture, 
 and their respective successors and assigns, in each case, until the Note Guarantee of such Person has
been released in accordance with the provisions of this Indenture. 
 “Hedging Obligations” means, with respect to any
specified Person, the obligations of such Person under Interest Rate Agreements, Currency Agreements or Commodity Agreements. 

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

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

“IAI Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and
the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited
Investors. 
 “Immaterial Subsidiary” means any Subsidiary that is not a Material Subsidiary. 

  
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 “Indebtedness” means, with respect to any specified Person, any indebtedness of
such Person, whether or not contingent: 
 (1) in respect of borrowed money; 

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

(4) representing Capital Lease Obligations; 

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months
after such property is acquired or such services are completed; 
 (6) to the extent not otherwise included in this
definition, net obligations of such Person under Commodity Agreements, Currency Agreements and Interest Rate Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise
to such obligation that would be payable by such Person at such time); or 
 (7) to the extent not otherwise included, with
respect to the Company and its Restricted Subsidiaries, the amount then outstanding (i.e., advanced, and received by, and available for use by, the Company or any of its Restricted Subsidiaries) under any Receivables Financing (as set forth in the
books and records of the Company or any Restricted Subsidiary and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing), 

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (i) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the
specified Person); provided, however, that the amount of such Indebtedness shall be the lesser of (x) the Fair Market Value of such asset as such date of determination and (y) the amount of such Indebtedness of such other Person;
and (ii) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Notwithstanding the foregoing, “Indebtedness” shall not include (a) accrued expenses, royalties and
trade payables; (b) Contingent Obligations incurred in the ordinary course of business; (c) asset retirement obligations and obligations in respect of reclamation and workers’ compensation (including pensions and retiree medical care)
that are not overdue by more than 90 days; (d) Production Payments and Reserve Sales; (e) any obligation of a Person in respect of a farm-in agreement or similar arrangement whereby such Person agrees to pay all or a share of the drilling,
completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interest therein or in accordance
with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for 

  
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an ownership interest in an oil or gas property; (f) any obligations under Currency Agreements, Commodity Agreements and Interest Rate Agreements; provided that such agreements are
entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company, whether or not accounted for as a hedge in accordance with GAAP)
and, in the case of Currency Agreements or Commodity Agreements, such Currency Agreements or Commodity Agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business and,
in the case of Interest Rate Agreements, such Interest Rate Agreements substantially correspond in terms of notional amount, duration and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries incurred without
violation of this Indenture; or (g) in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business. 

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

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

“Initial Notes” has the meaning assigned to it in the preamble to this Indenture. 

“Initial Purchasers” means UBS Securities LLC, Banc of America Securities LLC, J.P. Morgan Securities Inc., BNP Paribas
Securities Corp., Capital One Southcoast, Inc., Natixis Bleichroeder LLC, BBVA Securities Inc. and Comerica Securities, Inc. 

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs. 
 “Interest Rate Agreement” means
with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary. 
 “Investment Grade
Rating” means a Moody’s rating of Baa3 (or the equivalent) or higher and an S&P rating of BBB- (or the equivalent) or higher or, if either such Rating Agency ceases to rate the Notes for reasons outside of the Company’s
control, the equivalent investment grade credit rating from any other Rating Agency. 
 “Investment Grade Securities”
means: 
 (1) securities issued or directly and fully Guaranteed or insured by the U.S. government or any agency or
instrumentality thereof (other than Cash Equivalents) and in each case with maturities not exceeding two years from the date of acquisition; 

  
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 (2) investments in any fund that invests exclusively in investments of the type
described in clause (1) which fund may also hold immaterial amounts of cash pending investment and/or distribution; and 

(3) corresponding instruments in countries other than the United States customarily utilized for high quality investments and
in each case with maturities not exceeding two years from the date of acquisition. 
 “Investments” means, with respect to
any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit
and advances to customers and commission, travel and similar advances to officers, employees and consultants 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. 

“Issue Date” means February 12, 2010. 

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

“Marketable Securities” means, with respect to any Asset Sale, any readily marketable equity securities that are
(i) traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market; and (ii) issued by a corporation having a total equity market capitalization of not less than $250.0 million; provided that the
excess of (A) the aggregate amount of securities of any one such corporation held by the Company and any Restricted Subsidiary over (B) ten times the average daily trading volume of such securities during the 20 immediately preceding
trading days shall be deemed not to be Marketable Securities, as determined on the date of the contract relating to such Asset Sale. 

“Material Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule
1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture, provided, however, that all references to “10 percent” in such definition shall be
replaced with “5 percent.” 
 “Minority Interest” means the percentage interest represented by any class of
Capital Stock of a Restricted Subsidiary that are not owned by the Company or a Restricted Subsidiary. 

  
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 “Moody’s” means Moody’s Investors Service, Inc. and its successors and
assigns. 
 “Net Income” means, with respect to any Person for any period, (i) the net income (loss) of such Person
for such period, determined in accordance with GAAP and before any reduction in respect of dividends on preferred interests, excluding, however, (a) any gain or loss, together with any related provision for taxes or Tax Distributions on such
gain or loss, realized in connection with (1) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (2) the disposition of any securities by such Person or any of its Subsidiaries or
the extinguishment of any Indebtedness of such Person or any of its Subsidiaries and (b) any extraordinary or nonrecurring gain or loss, together with any related provision for taxes or Tax Distributions on such extraordinary or nonrecurring
gain or loss, less (ii) in the case of any Person that is a partnership or a limited liability company, the Tax Amount of such Person for such period. 

“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 Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any non-cash form), net of the
direct costs relating to such Asset Sale and the sale of such Designated Non-cash Consideration, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of
the Asset Sale, taxes or Tax Distributions paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale, all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures or to holders of
royalty or similar interests as a result of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, including without limitation, pension and post-employment benefit
liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction. 

“Net Working Capital” means (a) the sum of (i) all current assets of the Company and its Restricted Subsidiaries,
except current assets from commodity price risk management activities arising in the ordinary course of the Oil and Gas Business, plus (ii) the amount of revolving credit borrowings available to be incurred under the Credit Agreement, less
(b) all current liabilities of the Company and its Restricted Subsidiaries, except current liabilities (i) associated with asset retirement obligations relating to Oil and Gas Properties, (ii) included in Indebtedness and
(iii) any current liabilities from commodity price risk management activities arising in the ordinary course of the Oil and Gas Business, in each case as set forth in the consolidated financial statements of the Company prepared in accordance
with GAAP. 

  
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 “Non-Recourse Debt” means Indebtedness: 

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

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement
action against an Unrestricted Subsidiary) would permit, upon notice, lapse of time or both, any holder of any other Indebtedness (other than the Notes offered hereby) of the Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity. 
 “Non-U.S.
Person” means a Person who is not a U.S. Person. 
 “Note Guarantee” means the Guarantee by each Guarantor of the
Issuers’ obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture. 

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes, any Additional Notes and any
Exchange Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, any Additional Notes and any Exchange Notes. 

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness. 
 “Offering Memorandum” means that certain offering
memorandum, dated February 9, 2010, relating to the initial offering of the Notes. 
 “Officer” means, with respect to
any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

 “Officers’ Certificate” means a certificate signed on behalf of the Company or the Issuers (as applicable) by two
Officers of the Company or each Issuer (as applicable), 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. 

  
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 “Oil and Gas Business” means: 

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

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

(3) any other related energy business, including power generation and electrical transmission business, directly or indirectly,
from oil, natural gas and other Hydrocarbons and minerals produced substantially from properties in which the Company or its Restricted Subsidiaries, directly or indirectly, participate; 

(4) any business relating to oil field sales and service; and 

(5) any business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in
the foregoing clauses (1) through (4) of this definition. 
 “Oil and Gas Properties” means all properties,
including equity or other ownership interests therein, owned by a Person which contain or are believed to contain oil and gas reserves. 

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 12.05 hereof. The
counsel may be an employee of or counsel to the Company or any Subsidiary of the Company. 
 “Participant” means, with
respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 

“Permitted Business” means the businesses of the Company and its Subsidiaries engaged in on the date of this Indenture and
any other activities that are similar, ancillary or reasonably related to, or a reasonable extension, expansion or development of, such businesses or ancillary thereto. 

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

  
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ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including: 

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

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

(3) direct or indirect ownership interests in drilling rigs and related equipment, including, without limitation,
transportation equipment. 
 “Permitted Holders” means the Equity Investors and Related Parties. Any person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional
Permitted Holder. 
 “Permitted Investments” means: 

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

(2) any Investment in cash, Cash Equivalents, Marketable Securities or Investment Grade Securities; 

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

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

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

and, in each case, any Investment held by any such Person; 

  
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 (4) any Investment made as a result of the receipt of non-cash consideration from
an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof; 
 (5) any acquisition of assets or
Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company or a direct or indirect parent company of the Company; 

(6) any Investments received (i) in compromise or resolution of (A) obligations of trade creditors or customers that
were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or
(B) litigation, arbitration or other disputes; or (ii) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured
Investment in default; 
 (7) Investments represented by Hedging Obligations; 

(8) loans or advances to officers, directors and employees made in the ordinary course of business or consistent with the past
practice of the Company or any Restricted Subsidiary of the Company; 
 (9) repurchases of the Notes; 

(10) Investments in Permitted Businesses, joint ventures or Unrestricted Subsidiaries having an aggregate Fair Market Value,
taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed $25.0 million; 

(11) any Investment in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection
with a Qualified Receivables Financing, including Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Receivables Financing or any related Indebtedness; provided, however, that any
Investment in a Receivables Subsidiary is in the form of a Purchase Money Note, contribution of additional receivables or an equity interest; 

(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions
of Section 4.11(b) hereof (except for transactions described in clauses (6), (8), (10) and (12) of Section 4.11(b)); 

(13) (A) Guarantees issued in accordance with Section 4.09 and Section 4.17 hereof and (B) Guarantees of
performance or other obligations (other than Indebtedness) arising in the ordinary course in the Oil and Gas Business, including obligations under oil and natural gas exploration, development, joint operating and related agreements and licenses,
concessions or operating leases related to the Oil and Gas Business; 

  
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 (14) any Investment existing on the date of this Indenture and any Investment
that replaces, refinances or refunds an existing Investment; provided, that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced,
refinanced or refunded; 
 (15) Investments consisting of purchases and acquisitions of inventory, supplies, materials and
equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business; 

(16) Permitted Business Investments; and 

(17) additional Investments by the Company or any Restricted Subsidiary having an aggregate Fair Market Value (measured on the
date each such Investment was made and without giving effect to subsequent changes in value), taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding not to exceed the greater of
(x) $15.0 million and (y) 2.0% of Adjusted Consolidated Net Tangible Assets; provided, however, that if any Investment pursuant to this clause (17) is made in a Person that is not a Restricted Subsidiary of the Company
at the date of the making of such Investment and such Person becomes a Restricted Subsidiary of the Company after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been
made pursuant to this clause (17) for so long as such Person continues to be a Restricted Subsidiary; 
 provided, however, that with
respect to any Investment, the Company may, in its sole discretion, allocate all or any portion of any Investment to one or more of the above clauses (1) through (17) so that the entire Investment would be a Permitted Investment.

 “Permitted Liens” means: 

(1) Liens securing Indebtedness and other Obligations under Credit Facilities incurred pursuant to Section 4.09 hereof
and/or securing Hedging Obligations related thereto; 
 (2) Liens in favor of the Company or any of its Restricted
Subsidiaries; 
 (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated
with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or
consolidated with the Company or the Subsidiary; 
 (4) Liens on property (including Capital Stock) existing at the time of
acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition; 

  
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 (5) Liens or deposits to secure the performance of statutory or regulatory
obligations, or surety, appeal, indemnity or performance bonds, warranty and contractual requirements or other obligations of a like nature incurred in the ordinary course of business; 

(6) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other
assets relating to such letters of credit and products and proceeds thereof; 
 (7) Liens to secure Indebtedness (including
Capital Lease Obligations) permitted to be incurred pursuant to Section 4.09(b)(4) hereof covering only the assets acquired with or financed by such Indebtedness; 

(8) Liens securing Indebtedness permitted to be incurred pursuant to Section 4.09(b)(15) hereof; 

(9) Liens existing on the date of this Indenture; 

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

(11) Liens incurred or deposits made in the ordinary course of business to secure payment of workers’ compensation or to
participate in any fund in connection with workmen’s compensation, unemployment insurance, old-age pensions or other social security programs; 

(12) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, lessor’s, suppliers, banks,
repairmen’s and mechanics’ Liens, and Liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default, in each case, incurred in the ordinary course of business; 

(13) leases or subleases granted to others that do not materially interfere with the ordinary conduct of business of the
Company or any of its Restricted Subsidiaries; 
 (14) easements, rights of way, zoning and similar restrictions,
reservations (including severances, leases or reservations of oil, gas, coal, minerals or water rights), restrictions or encumbrances in respect of real property or title defects that were not incurred in connection with Indebtedness and that do not
in the aggregate materially adversely affect the value of said properties (as such properties are used by the Company or its Subsidiaries) or materially impair their use in the operation of the business of the Company and its Subsidiaries; 

(15) Liens created for the benefit of (or to secure) the Notes (or the Note Guarantees); 

  
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 (16) Liens to secure any Permitted Refinancing Indebtedness permitted to be
incurred under this Indenture; provided, however, that: 
 (a) the new Lien shall be limited to all or part of
the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and 

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding
principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance
or discharge; 
 (17) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding
operating leases entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; 

(18) judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings that may have been duly
initiated for the review of such judgment shall not have been finally terminated or the period within which such legal proceedings may be initiated shall not have expired; 

(19) Liens securing Indebtedness or other obligations of the Company or any Subsidiary of the Company with respect to
obligations that do not exceed the greater of (x) $10.0 million and (y) 1.0% of Adjusted Consolidated Net Tangible Assets at any one time outstanding; 

(20) Liens on accounts receivable and related assets of the type specified in the definition of “Receivables
Financing” incurred in connection with a Qualified Receivables Financing; 
 (21) licenses of intellectual property in
the ordinary course of business; 
 (22) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or
other obligations of such Unrestricted Subsidiary; 
 (23) leases and subleases of real property which do not materially
interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries; 
 (24) Liens to secure a
defeasance trust; 
 (25) Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of
business to clients of which such equipment is located; 
 (26) Liens securing insurance premium financing arrangements,
provided that such Lien is limited to the applicable insurance contracts; 

  
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 (27) Liens securing the aggregate amount of Indebtedness (including
Acquired Debt) incurred in connection with (or at any time following the consummation of) an Asset Acquisition made in accordance with this Indenture equal to, at the time of incurrence, the net increase in inventory, accounts receivable and net
property, reserves, plant and equipment attributable to such Asset Acquisition from the amounts reflected on the Company’s historical consolidated balance sheet as of the end of the full fiscal quarter ending on or prior to the date of such
Asset Acquisition, calculated after giving effect on a pro forma basis to such Asset Acquisition (which amount may, but need not, be incurred in whole or in part under the Credit Agreement) less the amount of Indebtedness incurred in
connection with such Asset Acquisition secured by Liens pursuant to clauses (4) or (7) above; 
 (28) Liens in
respect of Production Payments and Reserve Sales, which Liens shall be limited to the property that is the subject of such Production Payments and Reserve Sales; 

(29) Liens arising under farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase,
exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties,
working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and
recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, and other agreements which are customary in the Oil and Gas Business; provided, however, in all instances that such Liens are
limited to the assets that are the subject of the relevant agreement, program, order or contract; 
 (30) Liens on
pipelines or pipeline facilities that arise by operation of law; 
 (31) Liens encumbering reasonable customary initial
deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(32) Liens securing Hedging Obligations; and 

(33) any (a) interest or title of a lessor or sublessor under any lease, liens reserved in oil, gas or other Hydrocarbons,
minerals, leases for bonus, royalty or rental payments and for compliance with the terms of such leases; (b) restriction or encumbrance that the interest or title of such lessor or sublessor may be subject to (including, without limitation,
ground leases or other prior leases of the demised premises, mortgages, mechanics’ Liens, tax Liens and easements); or (c) subordination of the interest of the lessee or sublessee under such lease to any restrictions or encumbrance
referred to in the preceding clause (b) of this subclause (33). 

  
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 “Permitted Payments to Parent” means, without duplication as to amounts: 

(1) payments to the parent companies of the Company in amounts equal to the amounts required for any direct payment of the
Company to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to officers and employees of any direct parent of the Company and general
corporate overhead expenses of any direct parent of the Company to the extent such fees and expenses are attributable to the ownership or operation of the Company and its Subsidiaries; 

(2) for so long as the Company is a member of a group filing a consolidated or combined tax return with such parent
companies, payments to such parent companies in respect of an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries (“Tax Payments”). The Tax Payments shall not exceed the
lesser of (i) the amount of the relevant tax (including any penalties and interest) that the Company would owe if the Company were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are
members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of the Company and such Subsidiaries from other taxable years and (ii) the net amount of the
relevant tax that such parent companies actually owe to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 30 days of such parent companies’ receipt of such
Tax Payments or refunded to the Company; and 
 (3) dividends or distributions paid to such parent companies, if
applicable, in amounts equal to amounts required for such parent companies, if applicable, to pay interest and/or principal on Indebtedness the proceeds of which have been contributed to the Company or any of its Restricted Subsidiaries and that has
been Guaranteed by, or is otherwise considered Indebtedness of, the Company incurred in accordance with Section 4.09 hereof. 

“Permitted Refinancing Indebtedness” means any Indebtedness of the Issuers or any of the Company’s Restricted
Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of any Issuer or any of the Company’s Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: 
 (1) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus any premium required to be paid on the Indebtedness being so
renewed, refunded, replaced, defeased or discharged, plus the amount of all fees and expenses incurred in connection therewith); 

(2) such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of, and
has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; provided that this clause (2) shall not
apply to debt under Credit Facilities; 

  
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 (3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased
or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness 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 to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and 

(4) such Refinancing Indebtedness shall not include Indebtedness of the Company or a Restricted Subsidiary that refinance
Indebtedness of an Unrestricted Subsidiary. 
 “Person” means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. 

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes
issued under this Indenture except where otherwise permitted by the provisions of this Indenture. 
 “Production
Payments and Reserve Sales” means the grant or transfer by the Company or a Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest, production payment (whether volumetric or dollar denominated),
partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties where the holder of such interest has recourse
solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary
standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on
terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services to the Company or a Restricted Subsidiary. 

“Purchase Money Note” means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be
irrevocable, from the Company or any Subsidiary of the Company to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a
contribution of equity. 
 “QIB” means a “qualified institutional buyer” as defined in Rule
144A. 

  
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 “Qualified Receivables Financing” means any Receivables Financing of a
Receivables Subsidiary that meets the following conditions: 
 (1) the Board of Directors of the Company will have
determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Receivables Subsidiary,

 (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at Fair Market Value (as
determined in good faith by the Company), and 
 (3) the financing terms, covenants, termination events and other provisions
thereof will be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings. 
 The grant
of a security interest in any accounts receivable of the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure a Credit Facility will not be deemed a Qualified Receivables Financing. For purposes of this
Indenture, a receivables facility whether now in existence or arising in the future (and any replacement thereof with substantially similar terms in the aggregate) will be deemed to be a Qualified Receivables Financing that is not recourse to the
Company (except for Standard Securitization Undertakings). 
 “Rating Agency” means each of S&P and
Moody’s, or if S&P or Moody’s or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating organization or organizations, within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act, selected by the Company as a replacement agency or agencies for S&P or Moody’s, or both, as the case may be. 

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Company or any
of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries), and (b) any other
Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto
including, without limitation, all collateral securing such accounts receivable, all contracts and all Guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Company or any such
Subsidiary in connection with such accounts receivable. 
 “Receivables Repurchase Obligation” means any
obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a 


  
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receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other
event relating to the seller. 
 “Receivables Subsidiary” means a Wholly-Owned Restricted Subsidiary of the Company
(or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Company in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Company and its Subsidiaries, all proceeds thereof and all rights (contractual or other),
collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary and: 

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is Guaranteed by the
Company or any other Subsidiary of the Company (excluding Guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or
any other Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of the Company or any other Subsidiary of the Company, directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, 
 (2) with which
neither the Company nor any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of the Company, and 
 (3) to which neither the
Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of
the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation
complied with the foregoing conditions. 
 “Registered Exchange Offer” has the meaning set forth in the Registration
Rights Agreement. 
 “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
February 12, 2010, among the Issuers, the Guarantors and the Initial Purchasers named therein, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration
rights agreements among the Issuers, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act. 

  
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 “Regulation S” means Regulation S promulgated under the
Securities Act. 
 “Regulation S Global Note” means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate. 
 “Regulation S Permanent Global Note” means a
permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. 

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto
deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. 

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(3) hereof to be
placed on all Regulation S Temporary Global Notes issued under this Indenture. 
 “Related Party” means:

 (1) any controlling stockholder, partner, member, 50% (or more) owned Subsidiary, or immediate family member (in the
case of an individual) of any Equity Investor; 
 (2) any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding an 50% or more controlling interest of which consist of any one or more Equity Investors and/or such other Persons referred to in the immediately preceding clause; or 

(3) any Person with whom an Equity Investor or a Related Party (under clause (1) or (2) of this definition of Related
Party) may be deemed as part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act. 
 “Reporting
Failure” means the failure of the Company or a Guarantor to file with the SEC, make available, post or otherwise deliver to the Trustee and each holder of Notes, within the time periods specified in Section 4.03 hereof (after giving
effect to any grace period specified under Rule 12b-25 under the Exchange Act), the periodic reports, information, documents or other reports which the Company or a Guarantor may be required to file with the SEC, make available, post or otherwise
deliver pursuant to such provision. 
 “Responsible Officer” when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) 

  
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or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

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

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

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

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

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

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

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

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

“S&P” means Standard & Poor’s Ratings Services and its successors and assigns. 

“SEC” means the Securities and Exchange Commission. 

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

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights
Agreement. 
 “Significant Subsidiary” means any Subsidiary that would be a “significant
subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and Guarantees of
performance entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Receivables Financing including, without limitation, those relating to the servicing of the assets of a
Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. 

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

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

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital
Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees
of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and 

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). 

“Tax Amount” means, (i) for any period, the aggregate amount of tax distributions required to be made during such
period by the Company to its members in accordance with the tax distribution provisions of the Company’s limited liability company agreement that is in effect on the Issue Date (as such provisions may thereafter be amended or supplemented so
long as such amendments or supplements are not materially adverse to the Holders), assuming the highest marginal federal, state and local tax rate for individuals in effect for the year and assuming residency in New York City, New York,
provided that such distributions shall be for the purpose of enabling such members to pay their income tax liability on their respective shares of cumulative Taxable Income attributable to the Company and its Subsidiaries; and (ii) for
any period, the amount of tax required to be paid by the Company directly to taxing authorities in respect of Taxable Income attributable to the Company and its Subsidiaries and amounts paid in respect of franchise, capital and other non-income
taxes required to be paid by the Company. 
 “Tax Distribution” means, in the event the Company becomes a
pass-through or disregarded entity for U.S. federal income tax purposes, a distribution in respect of taxes to the members of the Company pursuant to Section 4.07(b)(8) hereof. 

“Taxable Income” means, with respect to any Person for any period, the taxable income or loss of such Person for such
period for federal income tax purposes; provided that (i) all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss,
(ii) any basis adjustment made in connection with an election under Section 754 of the Code shall be disregarded and (iii) such taxable income shall be increased or such taxable loss shall be decreased by the amount of any interest
expense incurred by such Person that is not treated as deductible for federal income tax purposes by a partner or member of such Person. 

  
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 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-77bbbb). 
 “Treasury Rate” means, as of any redemption date, the yield to maturity
as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H 15(519) that has become publicly available at least two Business Days prior
to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 15, 2014; provided,
however, that if the period from the redemption date to February 15, 2014, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

 “Trustee” means The Bank of New York Mellon Trust Company, N.A. until a successor replaces it in accordance
with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private
Placement Legend. 
 “Unrestricted Global Note” means a Global Note that does not bear and is not required to
bear the Private Placement Legend. 
 “Unrestricted Subsidiary” means: 

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

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the
Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries do not at the time of designation have and do not thereafter incur any Non-recourse
Debt (other than Guarantees of performance of the Unrestricted Subsidiary in the ordinary course of business, excluding Guarantees of Indebtedness for borrowed money); provided further, however, that either: 

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or 

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under
Section 4.07 hereof. 

  
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 The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: 

(x) (1) the Company could incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof or (2) the Fixed
Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such
designation, and 
 (y) no Event of Default shall have occurred and be continuing. 

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions. 

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

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with
GAAP, together with all undertakings and obligations in connection therewith. 
 “Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. 

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

“Wholly-Owned Restricted Subsidiary” of any specified Person means a Subsidiary of such Person all of the outstanding
Capital Stock or other ownership interests of which (other than directors’ qualifying shares) will at the time be owned by such Person or by one or more Wholly-Owned Restricted Subsidiaries of such Person. 

  
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	Section 1.02	Other Definitions. 

  

			
	 Term
	  	Defined
in Section
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Change of Control Offer”
	  	4.15
	 “Change of Control Payment”
	  	4.15
	 “Change of Control Payment Date”
	  	4.15
	 “Co-Issuer”
	  	Preamble
	 “Covenant Defeasance”
	  	8.03
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “Fall-Away Period”
	  	4.19
	 “incur”
	  	4.09(a)
	 “Initial Lien”
	  	4.12
	 “Issuers”
	  	Preamble
	 “Legal Defeasance”
	  	8.02
	 “Offer Period”
	  	4.10
	 “Paying Agent”
	  	2.03
	 “Permitted Debt”
	  	4.09(b)
	 “Payment Default”
	  	6.01
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07

  

	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 security Holder” means a Holder; 

“indenture to be qualified” means this Indenture; 

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

“obligor” on the Notes and the Note Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor
upon the Notes and the Note Guarantees, respectively. 

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

	Section 1.04	Rules of Construction. 

 Unless the context otherwise requires: 

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

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

(iii) “or” is not exclusive; 

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

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

(vi) provisions apply to successive events and transactions; and 

(vii) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of
successor sections or rules adopted by the SEC from time to time. 
 ARTICLE 2 

THE NOTES 
  

	Section 2.01	Form and Dating. 

 (a) General. The Notes and the Trustee’s certificate of
authentication will be substantially in the form of Exhibits A1 and A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes
shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 
 The terms and provisions contained in the Notes
will constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 

(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note
Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend


  
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thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified
therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by
the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the
Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by each Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period will be terminated upon
the receipt by the Trustee of: 
 (1) a written certificate from the Depositary, together with copies of certificates from
Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any Beneficial
Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI
Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and 
 (2) an
Officers’ Certificate from the Issuers. 
 Following the termination of the Restricted Period, beneficial interests in the
Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global
Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. 

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and
“Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream. 

  
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	Section 2.02	Execution and Authentication. 

 At least one Officer must sign the Notes for each Issuer
by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note will nevertheless be valid. 
 A Note will not be valid until authenticated by the manual signature of the Trustee.
The signature will be conclusive evidence that the Note has been authenticated under this Indenture. 
 The Trustee will, upon receipt of a
written order of the Issuers signed by two Officers of each of the Issuers (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes and any
Exchange Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, except as provided in
Section 2.07 hereof. 
 The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An
authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Issuers. 
  

	Section 2.03	Registrar and Paying Agent. 

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

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

 The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes. 

  
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	Section 2.04	Paying Agent to Hold Money in Trust. 

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

	Section 2.05	Holder Lists. 

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

	Section 2.06	Transfer and Exchange. 

 (a) Transfer and Exchange of Global Notes. A Global Note
may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuers for Definitive Notes if: 
 (1)
the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is
not appointed by the Issuers within 120 days after the date of such notice from the Depositary; 
 (2) the Issuers, at their
option and subject to the procedures of the Depositary, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event
shall the Regulation S Temporary Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act; or 

  
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 (3) there has occurred and is continuing an Event of Default with respect to the
Notes. 
 Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global
Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other
following subparagraphs, as applicable: 
 (1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any
Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend;
provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1). 
 (2) All Other
Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must
deliver to the Registrar either: 
 (A) both: 

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

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

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

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; 
 provided, that in no event
shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903 under the Securities Act. 
 Upon consummation of a Registered Exchange Offer by the Issuers in
accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 

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

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or
the Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and 

  
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 (C) if the transferee will take delivery in the form of a beneficial interest in
the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable. 

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted
Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and: 

(A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a
Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers or the Guarantors; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 

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

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

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

  
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 If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time
when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by
the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is
being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; 

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

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

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

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

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and
(C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration
of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 903 or Rule 904. 
 (3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive
Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note only if: 
 (A) such exchange or transfer is effected pursuant to the Registered Exchange Offer
in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a
Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers or the Guarantors; 

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights
Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or 

  
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 (D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (4) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for
a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar
from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend. 
 (d) Transfer and Exchange of
Definitive Notes for Beneficial Interests. 
 (1) Restricted Definitive Notes to Beneficial Interests in Restricted Global
Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 

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

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

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

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

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

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, 
 the Trustee
will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global
Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note. 
 (2)
Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive
Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: 

(A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of
the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers or the Guarantors; 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion
of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B),
(2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 

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

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

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

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

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

(A) such exchange or transfer is effected pursuant to the Registered Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of
the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuers or the Guarantors; 

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

  
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 (D) the Registrar receives the following: 

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

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

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar
to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act. 
 (3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive
Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to
the instructions from the Holder thereof. 
 (f) Registered Exchange Offer. Upon the occurrence of the Registered
Exchange Offer in accordance with the Registration Rights Agreement, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate: 

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a
distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers; and 
 (2)
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable Letters of Transmittal
that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Issuers. 

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global
Notes to be reduced accordingly, and the Issuers will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount. 

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

(1) Private Placement Legend. 

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in substantially the following form: 
 “THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT: (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED
INVESTOR”), OR (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE ISSUERS THAT IT SHALL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY
BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY: (A) TO THE ISSUERS OR ANY OF THEIR SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 901 OF REGULATION S UNDER
THE SECURITIES ACT, (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED
FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH 

  
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MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE ISSUERS RESERVE THE RIGHT TO
REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION
OF THE FOREGOING RESTRICTONS.” 
 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend. 

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

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR
REGISTRATION OF 

  
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TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (3) Regulation S Temporary Global Note Legend. The
Regulation S Temporary Global Note will bear a legend in substantially the following form: 
 “THE RIGHTS ATTACHING TO THIS
REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.” 
 (h) Cancellation and/or Adjustment of Global
Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 

(i) General Provisions Relating to Transfers and Exchanges. 

(1) To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (2) No
service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10, 4.15 and 9.05 hereof). 

  
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 (3) The Registrar will not be required to register the transfer of or exchange of any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (4) All Global Notes and
Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global
Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (5) Neither the Registrar nor the Issuers will be
required: 
 (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; 

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or 
 (C) to register the transfer of or to exchange a Note between a record date
and the next succeeding interest payment date. 
 (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee,
any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of
the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
 (7) The Trustee will authenticate Global Notes and
Definitive Notes in accordance with the provisions of Section 2.02 hereof. 
 (8) All certifications, certificates and Opinions of
Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. 
  

	Section 2.07	Replacement Notes. 

 If any mutilated Note is surrendered to the Trustee or the Issuers
and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s
requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for their expenses in replacing a Note. 

  
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 Every replacement Note is an additional obligation of the Issuers and will be entitled to all of
the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
  

	Section 2.08	Outstanding Notes. 

 The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note; however, Notes held by the Issuers or a Subsidiary of the Company shall not
be deemed to be outstanding for purposes of Section 3.07(a) hereof. 
 If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser. 
 If
the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 

If the Paying Agent (other than the Issuers, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a redemption date or
maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest. 

 

	Section 2.09	Treasury Notes. 

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

	Section 2.10	Temporary Notes. 

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

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

 

	Section 2.11	Cancellation. 

 The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will dispose of such canceled Notes in its customary manner (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be
delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. 
  

	Section 2.12	Defaulted Interest. 

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

	Section 2.13	CUSIP Numbers. 

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

ARTICLE 3 
 REDEMPTION AND
PREPAYMENT 
  

	Section 3.01	Notices to Trustee. 

 If the Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, they must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth: 

 

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


  
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	 	(2)	the redemption date; 

  

	 	(3)	the principal amount of Notes to be redeemed; 

  

	 	(4)	the redemption price; and 

  

	 	(5)	applicable CUSIP Numbers. 

  

	Section 3.02	Selection of Notes to Be Redeemed. 

 If less than all of the Notes are to be redeemed at
any time, the Trustee will select Notes for redemption or purchase as follows: 
 (1) if the Notes are listed on any national
securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or 

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis. 

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise
provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. 

The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; provided that no Notes of $2,000 or less shall be
redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. 

 

	Section 3.03	Notice of Redemption. 

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

The notice will identify the Notes (including CUSIP Numbers) to be redeemed and will state: 

(1) the redemption date; 

  
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 (2) the redemption price; 

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

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

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

(6) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; 
 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; 
 (8) 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; and 
 (9) if in connection with any conditional
notice of redemption pursuant to Section 3.07(e) hereof, any condition to the related redemption. 
 At the Issuers’
request, the Trustee will give the notice of redemption in the Issuers’ name and at their expense; provided, however, that the Company has delivered to the Trustee, at least 45 days 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 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, except as provided for in Section 3.07(e) hereof. The notice, if mailed in accordance with
Section 3.03 hereof, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder designated for redemption in
whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. 
  

	Section 3.05	Deposit of Redemption Price. 

 One Business Day prior to the redemption date, the Issuers
will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly
return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed. 


  
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 If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption
date, interest will cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuers 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
Issuers will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered,
provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not
an Opinion of Counsel or Officers’ Certificate is required for the Trustee to authenticate such new Note. 
  

	Section 3.07	Optional Redemption. 

 (a) At any time prior to February 15, 2013, the
Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price of 109.750% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of
one or more Equity Offerings; provided that: 
 (1) at least 50% of the aggregate principal amount of Notes
issued under this Indenture (excluding Notes held by the Company and its Subsidiaries, including the Co-Issuer) remains outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. 

(b) On or after February 15, 2014, the Issuers may redeem all or a part of the Notes 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 and Additional Interest, if any, on the Notes redeemed to, but not including, the applicable redemption date, if
redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	 Year
	  	Percentage	 
	 2014
	  	 	104.875	% 
	 2015
	  	 	102.438	% 
	 2016 and thereafter
	  	 	100.000	% 


  
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 Unless the Issuers default in the payment of the redemption price, interest will cease to accrue
on the Notes or portions thereof called for redemption on the applicable redemption date. 
 (c) At any time prior to February 15,
2014, the Issuers may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal
amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but not including, the date of redemption, subject to the rights of Holders on the relevant record date to receive
interest due on the relevant interest payment date. 
 (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof. 
 (e) Any notice of any redemption pursuant to this Section 3.07 may be given prior
to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction. In the
event that any conditional notice of redemption pursuant to this Section 3.07(e) is rescinded by the Issuers, the Company shall promptly deliver an Officers’ Certificate to the Trustee instructing it to notify the Depositary to rescind
such notice in accordance with the Applicable Procedures. 
  

	Section 3.08	Mandatory Redemption. 

 The Issuers shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes. 
 ARTICLE 4 

COVENANTS 
  

	Section 4.01	Payment of Notes. 

 The Issuers will pay or cause to be paid the principal of, premium,
if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any will be considered paid on the date due if the Paying
Agent, if other than the Issuers or a Subsidiary of the Company, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal of, premium, if
any, and interest and Additional Interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. 

  
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 The Issuers will pay interest on overdue principal at the rate specified therefor in the Notes,
and it shall pay interest on overdue installments of interest at the same rate borne by the Notes to the extent lawful. 
  

	Section 4.02	Maintenance of Office or Agency. 

 The Issuers will maintain in the Borough of Manhattan,
the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to
or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers fail to
maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

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

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with
Section 2.03 hereof. 
  

	Section 4.03	Reports. 

 (a) So long as any Notes are outstanding, the Company shall file with the SEC,
to the extent such submissions are accepted for filing by the SEC, and shall provide to the Trustee (within 15 days after it files (or would have been required to file) with the SEC): 

(1) all quarterly financial information that would be required to be contained in a filing with the SEC on Forms 10-Q; and 

(2) all annual reports that would be required to be filed with the SEC on Form 10-K if the Company were required to file
reports; 
 in each case as if the Company were a non-accelerated filer and were required to file such forms. 

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to
rely exclusively on Officers’ Certificates). 

  
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 All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s independent accountants. 

If, at any time after consummation of the Registered Exchange Offer contemplated by the Registration Rights Agreement, the Company is
no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph of this Section 4.03(a) with the SEC within the time
periods specified above unless the SEC will not accept such a filing. 
 This Section 4.03 shall not impose any duty on the
Company under the Sarbanes-Oxley Act of 2002 and the related SEC rules that would not otherwise be applicable. 
 (b) For so long as any
Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by Section 4.03(a), the Company and the Guarantors will furnish to the Holders and to prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 In the event that any direct or
indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating
to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to
the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. 
 (c) Notwithstanding the foregoing,
the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer
Registration Statement or Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies SEC Regulation S-X or (2) by posting reports on the Company’s website
(or on the website of any of its parent companies) or providing such reports to the Trustee, in each case containing financial information that satisfies SEC Regulation S-X, subject to exceptions consistent with the presentation of financial
information in the Offering Memorandum and other information in a form consistent with the presentation of information in the Offering Memorandum; provided that such reports shall present the information about oil and gas activities specified
in Section 932-235-50 of the FASB Accounting Standards Codification (formerly Statement of Financial Accounting Standards No. 69), as applicable, to the extent posted within the times specified above. 

  
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	Section 4.04	Compliance Certificate. 

 (a) The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal year ended December 31, 2010) an Officers’ Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they
would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If they do, the certificate shall describe the Default, its status and what action the Issuers are taking or propose to
take with respect thereto. The Issuers also shall comply with Section 314(a)(4) of the TIA. 
 (b) So long as any of the Notes are
outstanding, the Company will deliver to the Trustee, forthwith upon 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 Issuers are taking or
propose to take with respect thereto. 
  

	Section 4.05	Intentionally Omitted. 

  

	Section 4.06	Intentionally Omitted. 

  

	Section 4.07	Restricted Payments. 

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

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or
consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; 

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any
Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding (x) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or
(y) the purchase, repurchase or other acquisition of Indebtedness that is contractually subordinated to the notes or to any Note Guarantee, as the case may be, purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition), except a payment of interest or principal at the Stated Maturity thereof; or 

  
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 (4) make any Restricted Investment 

(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such Restricted Payment: 
 (A) no Default or
Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; 
 (B) the
Company would, 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
Section 4.09(a); and 
 (C) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries since the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (8), (9), (10), (11), (12), (13), (15), (16), (17) and (18) of
Section 4.07(b) hereof), is less than the sum, without duplication, of: 
 (i) 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 

(ii) 100% of the aggregate net proceeds, including cash and the Fair Market Value of property other than cash, received
by the Company since the date of this Indenture (x) as a contribution to its common equity capital or (y) from the issue or sale of Equity Interests of the Company or any direct or indirect parent company of the Company (other than
Disqualified Stock, Designated Preferred Stock, Excluded Contributions or Cash Contributions) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus 

(iii) 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, 100% of the aggregate amount received in cash and the Fair Market Value of property other than cash received; plus 

(iv) to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is
redesignated as a Restricted Subsidiary after the date of this Indenture or has been merged into, consolidated 

  
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or amalgamated with or into, or transfers or conveys its assets to, the Company or a Restricted Subsidiary of the Company, 100% of the Fair Market Value of the Company’s Investment in
such Subsidiary as of the date of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) after deducting any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any
Indebtedness associated with the assets so transferred or conveyed); plus 
 (v) 100% of any dividends or
distributions received by the Company or a Restricted Subsidiary of the Company after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that such dividends or distributions were not otherwise included in the
Consolidated Net Income of the Company for such period. 
 (b) The provisions of Section 4.07(a) hereof will not
prohibit: 
 (1) the payment of any dividend or distribution or the consummation of any redemption within 60 days after the
date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if, at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this
Indenture; 
 (2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company or any direct or indirect parent company of the Company (other than Disqualified Stock) or from the substantially concurrent contribution
of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (C)(ii) of Section 4.07(a) hereof; 

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any
Restricted Subsidiary that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; 

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar
distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 

(5) the repurchase, redemption or other acquisition or retirement (or dividends or distributions to any direct or indirect
parent company of the Company to finance any such repurchase, redemption or other acquisition or retirement) for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company or any direct or indirect parent company of the
Company held by any current or former officer, director, consultant or employee of the Company or any of its Restricted Subsidiaries or any direct or indirect parent company of the Company pursuant to any equity subscription


  
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agreement, stock option agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate price paid for all such repurchased,
redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year (which shall increase to $4.0 million subsequent to the consummation of an underwritten public Equity Offering by the Company or any of its direct or
indirect parent entities) (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years); provided further, that the amount in any calendar year may be increased by an amount not to exceed:

 (a) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Equity Interests
(other than Disqualified Stock) of the Company or any direct or indirect parent company of the Company (to the extent contributed to the Company) to members of management, directors or consultants of the Company and its Restricted Subsidiaries or
any direct or indirect parent company of the Company that occurs after the date of this Indenture (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition, or dividend or distribution
will not increase the amount available for Restricted Payments under clause (C) of Section 4.07(a) hereof); plus 

(b) the cash proceeds of key man life insurance policies received by the Company or any direct or indirect parent company of
the Company (to the extent contributed to the Company) and its Restricted Subsidiaries after the date of this Indenture; 
 provided
that the Company may elect to apply all or any portion of the aggregate increase contemplated by clauses (a) and (b) above in any single calendar year; 

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options or warrants to the extent such Equity
Interests represent a portion of the exercise price of those stock options or warrants; 
 (7) the declaration and payment of
regularly scheduled or accrued dividends or distributions to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with
Section 4.09(a) hereof; 
 (8) Tax Distributions to members of the Company in an amount, with respect to any period
after the last day of the fiscal quarter preceding the issuance of the Notes in 2010, not to exceed the Tax Amount for such period; 

(9) without duplication as to amounts distributed under clause (8) above, Permitted Payments to Parent; 

(10) purchases of receivables pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables
Financing; 

  
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 (11) the declaration and payment of dividends or distributions to holders of any
class or series of Designated Preferred Stock (other than Disqualified Stock) issued after the date of this Indenture and the declaration and payment of dividends to any direct or indirect parent company of the Company, the proceeds of which will be
used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of any direct or indirect parent company of the Company issued after the date of this Indenture;
provided, however, that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving
effect to such issuance (and the payment of dividends or distributions) on a pro forma basis, the Company could incur an additional $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio, and (B) the aggregate amount of dividends
declared and paid pursuant to this clause (11) does not exceed the net cash proceeds actually received by the Company (including any such proceeds contributed to the Company by any direct or indirect parent company of the Company) from any such
sale of Designated Preferred Stock (other than Disqualified Stock) issued after the date of this Indenture; 
 (12) any
payments made in connection with the consummation of the offering of the Initial Notes; 
 (13) Restricted Payments in an
aggregate amount equal to the amount of Excluded Contributions previously received by the Company and its Restricted Subsidiaries; 

(14) other Restricted Payments in an aggregate amount not to exceed $25.0 million since the date of this Indenture; 

(15) the satisfaction of change of control obligations and asset sale obligations once the Company has fulfilled its
obligations under this Indenture with respect to a Change of Control or an Asset Sale; 
 (16) the repayment of intercompany
debt that was permitted to be incurred under this Indenture; 
 (17) cash dividends or other distributions on the
Company’s Capital Stock used to, or the making of loans to any direct or indirect parent of the Company to, fund the payment of fees and expenses owed by the Company or its Restricted Subsidiaries to Affiliates, to the extent permitted by
Section 4.11 hereof; 
 (18) the payment of dividends or distributions on the Company’s common equity (or the
payment of dividends or distributions to a direct or indirect parent company of the Company to fund the payment by such parent company of dividends or distributions on its common equity) of up to 6.0% per calendar year of the net proceeds
received by the Company from any public Equity Offering or contributed to the Company by a direct or indirect parent company of the Company from any public Equity Offering; provided that the amount of any such net cash proceeds that are
utilized for any such Restricted Payment will be excluded from clause (C)(ii) of Section 4.07(a) hereof; and 

  
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 (19) the distribution, as a dividend or otherwise, of shares of Capital Stock of,
or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries; 
 provided, however, that at the
time of, and after giving effect to, any Restricted Payment permitted under clauses (11) or (18) of this Section 4.07(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

 (c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the
asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. In the event that a Restricted Payment meets the criteria of more than one of the
exceptions described in (1) through (19) above or is entitled to be made pursuant to the first paragraph above, the Company shall, in its sole discretion, classify such Restricted Payment. 

 

	Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries. 

 (a) The Company will
not, and will not permit any of its Restricted Subsidiaries that is not a Guarantor to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary that
is not a Guarantor to: 
 (1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its
Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; 

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or 

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

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of: 

(1) agreements governing Indebtedness outstanding on the Issue Date, the Credit Agreement and Credit Facilities as in effect on
the date of this Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements,
refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 

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

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

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted
Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be
incurred; 
 (5) non-assignment provisions or subletting restrictions in contracts, leases and licenses entered into in the
ordinary course of business; 
 (6) purchase money obligations for property (including Capital Stock) acquired in the
ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(3) hereof; 

(7) any agreement for the sale or other disposition of the Capital Stock or assets of a Restricted Subsidiary that restricts
distributions by that Restricted Subsidiary pending closing of the sale or other disposition; 
 (8) Permitted Refinancing
Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced; 
 (9) Liens permitted to be incurred under Section 4.12 hereof that limit the right of
the debtor to dispose of the assets securing such Indebtedness; 
 (10) provisions limiting the disposition or distribution
of assets or property or transfer of Capital Stock in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, limited liability company organizational documents, and other similar agreements entered into in
the ordinary course of business, consistent with past practice or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets, property or Capital Stock that are the subject of such agreements; 

  
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 (11) any encumbrance or restriction of a Receivables Subsidiary effected in
connection with a Qualified Receivables Financing; provided, however, that such restrictions apply only to such Receivables Subsidiary; 

(12) restrictions on cash, Cash Equivalents, Marketable Securities or other deposits or net worth imposed by customers or
lessors under contracts or leases entered into in the ordinary course of business; 
 (13) other Indebtedness of Restricted
Subsidiaries that are Foreign Subsidiaries that is incurred subsequent to the date of this Indenture pursuant to Section 4.09 hereof; 

(14) encumbrances on property that exist at the time the property was acquired by the Company or a Restricted Subsidiary; 

(15) contractual encumbrances or restrictions in effect on the issue date, and any amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more
restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture; 

(16) any customary encumbrances or restrictions imposed pursuant to any agreement of the type described in the definition of
Permitted Business Investment; 
 (17) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant to
or by reason of an agreement that the Unrestricted Subsidiary is a party to or entered into before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in
anticipation of the Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Company or any other Restricted Subsidiary other than the assets and property of
such Unrestricted Subsidiary; 
 (18) any encumbrance or restriction contained in the terms of any Indebtedness or any
agreement pursuant to which such Indebtedness was incurred if either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant in such Indebtedness or agreement or
(y) the Company determines that any such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive; and 
 (19) any encumbrances or restrictions imposed by any amendments or
refinancings of the contracts, instruments or obligations referred to above in clauses (1) through (18); provided that such amendments or refinancings are not materially more restrictive, taken as a whole, than such encumbrances and
restrictions prior to such amendment or refinancing. 

  
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	Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Equity. 

 (a) The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively,
“incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred equity; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Company or any other Restricted Subsidiary may incur Indebtedness (including Acquired Debt) or issue preferred equity, if on the
date thereof the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or such preferred equity is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the Disqualified Stock or the preferred equity had been issued, as the case may be, at the beginning of such four-quarter period. 

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness
(collectively, “Permitted Debt”): 
 (1) the incurrence under Credit Facilities by (a) the Company or
any of its Restricted Subsidiaries of additional Indebtedness and letters of credit and bankers’ acceptances thereunder in an aggregate principal amount under this clause (1) (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $400.0 million, (ii) the sum of $200.0 million and 30% of the Company’s Adjusted Consolidated Net
Tangible Assets determined as of the date of the incurrence of such Indebtedness after giving effect to the application of the proceeds therefrom or (iii) the Borrowing Base and (b) any Foreign Subsidiary in an aggregate principal amount
under this clause (1) not to exceed $20.0 million, in each case outstanding at any one time; 
 (2) the incurrence by
the Company and its Restricted Subsidiaries of Indebtedness to the extent outstanding on the date of this Indenture; 
 (3)
the incurrence by the Company and the Guarantors (including any future Guarantor) of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note
Guarantees to be issued pursuant to the Registration Rights Agreement; 
 (4) the incurrence by the Company or any of its
Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings, industrial revenue bonds, purchase money obligations or other Indebtedness or preferred stock, or synthetic lease obligations, in each case,
incurred for the purpose of financing all or any part of the purchase price or cost of design, development, construction, installation or improvement of property (real or personal and including Capital Stock), plant or


  
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equipment used in the business of the Company or any of its Restricted Subsidiaries (in each case, whether through the direct purchase of such assets or the Equity Interests of any Person owning
such assets), in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $10.0 million or (y) 1.5% of Adjusted Consolidated Net Tangible Assets; 

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) hereof or clauses
(2), (3), (4), (5), (12) or (16) of this Section 4.09(b); 
 (6) the incurrence by the Company or any of its
Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: 

(A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such
Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and 

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person
other than the Company or a Restricted Subsidiary of the Company, and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case,
to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 

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

(B) any sale or other transfer of any such preferred equity to a Person that is not either the Company or a Restricted
Subsidiary of the Company, 
 will be deemed, in each case, to constitute an issuance of such preferred equity by such Restricted Subsidiary
that was not permitted by this clause (7); 
 (8) the incurrence by the Company or any of its Restricted Subsidiaries of
Hedging Obligations other than for speculative purposes; 

  
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 (9) the guarantee by the Company or any of its Restricted Subsidiaries of
Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09 (including Section 4.09(a) hereof); provided that if the Indebtedness being guaranteed
is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; 

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers’
compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance,
surety or similar bonds and letters of credit or completion or performance guarantees (including without limitation, performance guarantees pursuant to supply agreements or equipment leases), or other similar obligations in the ordinary course of
business or consistent with past practice; 
 (11) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds; 

(12) Indebtedness, Disqualified Stock or preferred equity of the Company or any Restricted Subsidiary incurred or issued to
finance an acquisition or of Persons that are acquired by the Company or any of its Restricted Subsidiaries or merged into a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that for any such
indebtedness outstanding under this clause (12) in excess of $10.0 million, after giving effect to such acquisition and the incurrence of such Indebtedness, Disqualified Stock and preferred equity either: 

(A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a); or 

(B) the Fixed Charge Coverage Ratio would not be less than immediately prior to such acquisition; 

(13) Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to the Company
or any Restricted Subsidiary of the Company other than a Receivables Subsidiary (except for Standard Securitization Undertakings); 

(14) the incurrence of Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for
indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or a Subsidiary in accordance with the terms of this
Indenture, other than guarantees of Indebtedness incurred or assumed by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; 

  
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 (15) the incurrence by the Company or any of its Restricted Subsidiaries of
additional Indebtedness or the issuance of Disqualified Stock or preferred equity in an aggregate principal amount (or accreted value, as applicable) or having an aggregate liquidation preference at any time outstanding not to exceed the greater of
$35.0 million or 3.5% of the Company’s Adjusted Consolidated Net Tangible Assets (it being understood that any Indebtedness, Disqualified Stock or preferred equity incurred pursuant to this clause (15) shall cease to be deemed incurred or
outstanding for purposes of this Section 4.09 from and after the date on which the Company could have incurred such Indebtedness or Disqualified Stock or preferred equity under Section 4.09(a) hereof without reliance upon this clause
(15)); and 
 (16) Contribution Indebtedness. 

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is
contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially
identical terms and the Company will not incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Note Guarantee provided by the Company on substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of
the Company solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis. 
 For purposes of
determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness, Disqualified Stock or preferred equity meets the criteria of more than one of the categories of Permitted Debt described in clauses
(1) through (16) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness, Disqualified Stock or preferred equity on the date of its incurrence and
will only be required to include the amount and type of such Indebtedness, Disqualified Stock or preferred equity in one of the above clauses, although the Company may divide and classify an item of Indebtedness, Disqualified Stock or preferred
equity in one or more of the types of Indebtedness, Disqualified Stock or preferred equity and may later reclassify all or a portion of such item of Indebtedness, Disqualified Stock or preferred equity, in any manner that complies with this
Section 4.09. The accrual of interest or dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of
preferred equity as Indebtedness due to a change in accounting principles, the payment of dividends on Disqualified Stock or preferred equity in the form of additional shares of the same class of Disqualified Stock or preferred equity and unrealized
losses or charges in respect of Hedging Obligations (including those resulting from the application of SFAS 133) will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred equity for purposes of this
Section 4.09; provided, in each such case (other than preferred stock that is not Disqualified Stock), that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any
other provision of this 

  
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Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a
result of fluctuations in exchange rates or currency values. 
 The amount of any Indebtedness outstanding as of any date
will be: 
 (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

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

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

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

(B) the amount of the Indebtedness of the other Person. 

 

	Section 4.10	Asset Sales. 

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: 
 (1) the Company (or the Restricted Subsidiary, as the case may be)
receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or
otherwise disposed of; and 
 (2) at least 75% of the aggregate consideration received from such Asset Sale and all other
Asset Sales since the Issue Date, on a cumulative basis, by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents, Marketable Securities or Additional Assets, or any combination thereof. For purposes of this provision,
each of the following shall be deemed to be cash: 
 (A) any liabilities of the Company or any Restricted Subsidiary (other
than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets and as a result of which the Company or such Restricted Subsidiary is released
from further liability; 
 (B) any securities, notes, other obligations or assets received by the Company or any such
Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof, to the extent of the cash or Cash Equivalents received in that
conversion; 

  
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 (C) any Designated Non-cash Consideration received by the Company or any of its
Restricted Subsidiaries in such Asset Sale; provided that the aggregate Fair Market Value of such Designated Non-cash Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Non-cash
Consideration received pursuant to this clause (C) less the amount of Net Proceeds previously realized in cash from prior Designated Non-cash Consideration is less than the greater of (x) 2.5% of Adjusted Consolidated Net Tangible Assets at the
time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and
(y) $25.0 million; and 
 (D) any Capital Stock or assets of the kind referred to in clause (2), (4) or (5) of
the next paragraph of this Section 4.10. 
 Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or
the applicable Restricted Subsidiary, as the case may be) may: 
 (a) apply such Net Proceeds, at its option: 

(1) to repay (w) Indebtedness and other Obligations under a Credit Facility, (x) any Indebtedness that was secured by
the assets sold in such Asset Sale, (y) other pari passu Indebtedness (provided, that in the case of this clause (y), the Issuers shall also equally and ratably reduce Indebtedness under the Notes by making an offer (in accordance
with the procedures set forth below for an Asset Sale) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal
amount of Notes), or (z) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Company or an Affiliate of the Company; 

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided,
that in the case of any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Company; or 

(3) to make a capital expenditure; or 

(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted
Business; or 
 (5) to invest in Additional Assets; or 

(b) enter into a binding commitment to apply the Net Proceeds pursuant to clauses (a) (2), (3), (4) or
(5) above, provided that such binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is
consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period. 

  
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 Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings
or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. 
 Any Net Proceeds from Asset Sales that are
not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” Not later than the 366th day (or such later date as permitted by clause (b) of this Section 4.10) from the
later of the date of such Asset Sale or the receipt of such Net Proceeds, if the aggregate amount of Excess Proceeds exceeds $20.0 million, within ten Business Days thereof, the Issuers will make an offer to all holders of Notes (an “Asset
Sale Offer”) and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets
to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and
unpaid interest and Additional Interest, if any, to, but excluding, the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. 

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

Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuers shall
deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of this Section 4.10. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuers shall deliver to the Trustee for cancellation
the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or a Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the
amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuers to the Trustee is greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuers immediately after the
expiration of the Offer Period for application in accordance with this Section 4.10. 

  
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 Holders electing to have a Note purchased shall be required to surrender the Note, with the form
entitled “Option of Holder to Elect Purchase” attached to the Note duly completed, to the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their
election if the Trustee or the Issuers receive not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered
by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase,
selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such 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 $2,000 or less shall be purchased in part. 

Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase
date to each Holder at such Holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that is to be purchased. 

A new Note in principal amount equal to the unpurchased portion of any Note purchased in part shall be issued in the name of the Holder
thereof upon cancellation of the original Note. On and after the purchase date, unless the Issuers default in payment of the purchase price, interest shall cease to accrue on Notes or portions thereof purchased. 

 

	Section 4.11	Transactions with Affiliates. 

 (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), involving aggregate consideration in excess of $1.0 million, unless: 

(1) the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and 

(2) the Company delivers to the Trustee: 

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in
excess of $20.0 million, a resolution of the Board of Directors of the Company certifying that 

  
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such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members, if any, of the Board of Directors
of the Company; and 
 (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of
national standing. 
 (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the
provisions of Section 4.11(a) hereof: 
 (1) any employment agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business or consistent with past practice and payments pursuant thereto; 

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

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

(4) payment of reasonable fees to, and indemnity provided on behalf of, officers, directors, employees or consultants of the
Company or any of its Restricted Subsidiaries or any direct or indirect parent company of the Company; 
 (5) any issuance of
Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company or to any director, officer, employee or consultant of the Company or any direct or indirect parent company of the Company, and the granting and performance
of registration rights; 
 (6) Restricted Payments and Investments that do not violate Section 4.07 hereof; 

(7) the entering into any agreement to pay, and the payment of, customary annual management, consulting, monitoring and
advisory fees to the Equity Investors in an amount not to exceed in any four quarter period the greater of (x) $5.0 million and (y) 2.0% of Consolidated Cash Flow of the Company and its Restricted Subsidiaries for such period and related
expenses; 
 (8) loans or advances to employees or consultants in the ordinary course of business or consistent with past
practice; 
 (9) any transaction effected as part of a Qualified Receivables Financing; 

  
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 (10) any transaction in which the Company or any of its Restricted Subsidiaries,
as the case may be, delivers to the Trustee a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or
that such transaction meets the requirements of clause (1) of Section 4.11(a); 
 (11) the existence of, or the
performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any acquisition agreements or members’ or stockholders agreement or related documents to which it is a party as of the date of this
Indenture and any amendment thereto or similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under,
any future amendment to any such existing agreement or under any similar agreement entered into after the date of this Indenture shall only be permitted by this clause (11) to the extent that the terms of any such existing agreement, together
with all amendments thereto, taken as a whole, or such new agreement are not otherwise more disadvantageous to the Holders taken as a whole than the original agreement as in effect on the date of this Indenture; 

(12) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners or purchasers or
sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking into account all the costs and benefits
associated with such transactions), materially no less favorable to the Company or its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated
Person, in the reasonable determination of the Board of Directors of the Company or senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 

(13) (x) guarantees of performance by the Company and its Restricted Subsidiaries of Unrestricted Subsidiaries in the ordinary
course of business, except for guarantees of Indebtedness in respect of borrowed money, and (y) pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries; 

(14) if such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company
or any Restricted Subsidiary where such Person is treated no more favorably than the holders of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary; 

(15) transactions effected pursuant to agreements in effect on the issue date and any amendment, modification or replacement of
such agreement (so long as such amendment or replacement is not materially more disadvantageous to the Holders, taken as a whole); and 

  
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 (16) payments to the Equity Investors made for any financial advisory, financing
or other investment banking activities, including without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors. 

 

	Section 4.12	Liens. 

 The Company will not, and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (the “Initial Lien”) of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, securing
Indebtedness of the Company or the Guarantors unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

 Any Lien created for the benefit of the Holders pursuant to the preceding paragraph shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. 
  

	Section 4.13	Business Activities. 

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

 

	Section 4.14	Intentionally Omitted. 

  

	Section 4.15	Offer to Repurchase Upon Change of Control. 

 (a) Upon the occurrence of a Change of
Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of
Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”). Within 30 days following any Change of Control, except to the extent that the Issuers have
exercised their right to redeem the Notes in accordance with Article 3 of this Indenture, the Issuers will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating: 

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes properly tendered
pursuant to such Change of Control Offer will be accepted for payment; 
 (2) the purchase price and the purchase date, which
shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); 

  
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 (3) that any Note not tendered will continue to accrue interest; 

(4) that, unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date; 
 (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry
transfer, 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; 

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

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 4.15 hereof, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.15 by virtue of such compliance. 

(b) On the Change of Control Payment Date, the Issuers will, to the extent lawful: 

(1) accept for payment all Notes or portions of Notes (in a minimum principal amount of $2,000 and integral multiples of $1,000
in excess of $2,000) properly tendered pursuant to the Change of Control Offer and not properly withdrawn; 
 (2) deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment; and 

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

  
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 The Paying Agent will promptly mail to each Holder properly tendered the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided,
that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change
of Control Payment Date. 
 (c) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do
not withdraw such notes in a Change of Control Offer and the Issuers, or any other Person making a Change of Control Offer in lieu of the Issuers as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the
Issuers shall have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described above, to redeem all Notes that remain outstanding
following such purchase at a redemption price in cash equal to the applicable Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, to the date of redemption (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). 
 (d)
Notwithstanding anything to the contrary in this Section 4.15, the Issuers will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to
Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. 
 (e) The Issuers’
obligation to make a Change of Control Offer pursuant to this Section 4.15 may be waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control. 
  

	Section 4.16	Payments for Consent. 

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any cash consideration to or for the benefit of any Holder for any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders that are QIBs and that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 

 

	Section 4.17	Additional Note Guarantees. 

 If the Company or any of its Restricted Subsidiaries
acquires or creates another wholly owned Domestic Subsidiary after the date of this Indenture, then that newly acquired or 

  
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created Domestic Subsidiary, if such Subsidiary guarantees any Indebtedness of the Company (unless such Subsidiary is a Receivables Subsidiary) will become a Guarantor and execute a supplemental
indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a
Guarantor until such time as it (i) ceases to be an Immaterial Subsidiary or (ii) guarantees the Credit Agreement. The form of such supplemental indenture is attached as Exhibit E hereto. 

 

	Section 4.18	Designation of Restricted and Unrestricted Subsidiaries. 

 The Board of Directors of the
Company may designate any Restricted Subsidiary, other than the Company, to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair
Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be
permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that
redesignation would not cause a Default. 
 Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and
any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in
default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) (x) the Company could incur such Indebtedness pursuant to Section 4.09(a)
hereof, or (y) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis
taking into account such designation; and (2) no Default or Event of Default would be in existence following such designation. 

  
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	Section 4.19	Changes in Covenants upon Notes being Rated Investment Grade. 

 During any period of time
and beginning on the day that (a) the Notes have an Investment Grade Rating and (b) no Default or Event of Default has occurred and is continuing under this Indenture, the Issuers and the Company’s Restricted Subsidiaries will not be
subject to the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13 and 4.18 hereof, and clause (4) of Section 5.01 shall terminate. If the Issuers and the Company’s Restricted Subsidiaries are not subject to these
covenants for any period of time as a result of the previous sentence (a “Fall-Away Period”) and, subsequently, the ratings assigned to the Notes are withdrawn or downgraded so the Notes no longer have an Investment Grade Rating or
an Event of Default (other than with respect to a suspended covenant) occurs and is continuing, then the Issuers and the Company’s Restricted Subsidiaries will thereafter again be subject to these covenants. The ability of the Issuers and the
Company’s Restricted Subsidiaries to make Restricted Payments after the time of such withdrawal, downgrade or Event of Default will be calculated as if the covenant governing Restricted Payments had been in effect during the entire period of
time from the Issue Date. Notwithstanding the foregoing, the continued existence after the end of the Fall-Away Period of facts and circumstances or obligations arising from transactions which occurred during a Fall-Away Period shall not constitute
a breach of any covenant set forth in this Indenture or cause an Event of Default hereunder. 
  

	Section 4.20	Limitation on Activities of the Co-Issuer. 

 The Co-Issuer may not hold any material
assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than (1) the issuance of its Equity Interests to the Company or any Wholly-Owned Restricted Subsidiary of the Company,
(2) the incurrence of Indebtedness as a co-obligor or Guarantor, as the case may be, of the Notes, the Exchange Notes, the Credit Facilities and any other Indebtedness that is permitted to be incurred by the Company under Section 4.09;
provided that the net proceeds of such Indebtedness are not retained by the Co-Issuer, and (3) activities incidental thereto. Neither the Company nor any Restricted Subsidiary shall engage in any transactions with the Co-Issuer in
violation of this Section 4.20. 
 ARTICLE 5 

SUCCESSORS 
  

	Section 5.01	Merger, Consolidation, or Sale of Assets. 

 Neither Issuer will, directly
or indirectly: (i) consolidate or merge with or into another Person; or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of such Issuer’s properties or assets (determined on a consolidated basis for
the Company and its Restricted Subsidiaries) in one or more related transactions to another Person, unless: 
 (1) either:

 (A) such Issuer is the surviving entity; or 

  
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 (B) the Person formed by or surviving any such consolidation or merger (if other
than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the
United States or the District of Columbia; 
 (2) the Person formed by or surviving any such consolidation or merger (if
other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Issuer, as the case may be, under the Notes, this Indenture and the Registration Rights
Agreement pursuant to agreements reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction, no
Default or Event of Default exists; and 
 (4) (a) such Issuer or the Person formed by or surviving any such consolidation or
merger (if other than such Issuer), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if
the same had occurred at the beginning of the applicable four-quarter period be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof; or 

(b) the Fixed Charge Coverage Ratio for the successor entity and its Restricted Subsidiaries would not be less than such ratio
for the Company and its Restricted Subsidiaries immediately prior to such transaction. 
 In addition, the Company will not, directly or
indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person. 

This Section 5.01 will not apply to: 

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

 (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets
between or among the Company and its Restricted Subsidiaries. 
  

	Section 5.02	Successor Substituted. 

 Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of an Issuer in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor
Person formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall 

  
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succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this
Indenture referring to the “Company” or “Co-Issuer” or “Issuers”, as the case may be, shall refer instead to the successor Person and not to the Company or Co-Issuer or Issuers, as the case may be), and may exercise
every right and power of the Company or Co-Issuer or Issuers, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or Co-Issuer or Issuers, as the case may be herein; provided,
however, that the predecessor 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 or substantially all of such Issuers’ properties or assets in a transaction that
is subject to, and that complies with the provisions of, Section 5.01 hereof. 
 ARTICLE 6 

DEFAULTS AND REMEDIES 
  

	Section 6.01	Events of Default. 

 Each of the following is an “Event of Default”:

 (1) default for 30 days in the payment when due of interest on, or Additional Interest, if any, with respect to, the
Notes; 
 (2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if
any, on, the Notes; 
 (3) failure by the Issuers or any of the Company’s Restricted Subsidiaries for 60 days (or 180
days in the case of a Reporting Failure) after notice to the Issuers by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in
this Indenture; 
 (4) default under any mortgage, indenture or instrument under which there may be issued or by which there
may be secured or evidenced any Indebtedness for money borrowed by the Issuers or any of the Company’s Significant Subsidiaries or group of the Company’s Restricted Subsidiaries that taken as a whole would constitute a Significant
Subsidiary of the Company (or the payment of which is guaranteed by an Issuer or any of the Company’s Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture (but excluding
Indebtedness owing to an Issuer or a Restricted Subsidiary of the Company), if that default: 
 (A) is caused by a failure to
pay principal on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness following the Stated Maturity of such Indebtedness (a “Payment Default”); or 

(B) results in the acceleration of such Indebtedness prior to its Stated Maturity, 

  
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 and, in each case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; 

(5) failure by the Issuers or any of the Company’s Significant Subsidiaries, or group of the Company’s Restricted
Subsidiaries that taken as a whole would constitute a Significant Subsidiary, to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million (net of any amounts which are
covered by insurance or bonded), which judgments are not paid, waived, satisfied, discharged or stayed for a period of 60 days; 

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

(A) commences a voluntary case, 

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

(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. 

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

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

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

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

  
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 and the order or decree remains unstayed and in effect for 60 consecutive days;
and 
 (8) except as permitted by this Indenture, any Note Guarantee of any Significant Subsidiary of the Company or group of
the Company’s Restricted Subsidiaries that taken as a whole would constitute a Significant Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect
(other than in accordance with the terms of such Note Guarantee and this Indenture), or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 10
days. 
  

	Section 6.02	Acceleration. 

 In the case of an Event of Default specified in clause (6) or
(7) of Section 6.01 hereof, with respect to the Company, the Co-Issuer, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute
a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. 
 Upon any such declaration, the Notes
shall become due and payable immediately. 
 In the event of any Event of Default specified in clause (4) of Section 6.01, such
Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of
Default arose the Issuers deliver an Officers’ Certificate to the Trustee stating that (x) the Indebtedness or Guarantee that is the basis for such Event of Default has been discharged or (y) the Holders thereof have rescinded or
waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the
principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of any such events. 
  

	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 and Additional Interest, 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 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. 

  
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	Section 6.04	Waiver of Past Defaults. 

 Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder except a continuing Default or
Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. Upon any such rescission or waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

	Section 6.05	Control by Majority. 

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

 

	Section 6.06	Limitation on Suits. 

 A Holder may pursue a remedy with respect to this Indenture
or the Notes only if: 
 (1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; 

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the
remedy; 
 (3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the
Trustee against any loss, liability or expense; 
 (4) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer of security or indemnity; and 
 (5) during such 60-day period, Holders of a majority in aggregate principal amount of
the then outstanding Notes do not give the Trustee a direction inconsistent with such request. 
 A Holder may not use this Indenture to
prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 
  

	Section 6.07	Rights of Holders to Receive Payment. 

 Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of principal, premium and Additional Interest, if any, and interest on the Note, 

  
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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) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium and Additional Interest, 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 allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the reasonable and documented 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. 

 

	Section 6.10	Priorities. 

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

  
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 Second: to Holders for amounts due and unpaid on the Notes for
principal, premium and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Additional Interest, if any and interest,
respectively; and 
 Third: to the Issuers or to such party as a court of competent jurisdiction shall direct
in writing. 
 The Trustee may fix a record date and payment date for any payment to Holders 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 and documented attorneys’ fees and expenses against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes. 

ARTICLE 7 
 TRUSTEE 

 

	Section 7.01	Duties of Trustee. 

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

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

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates or opinions specifically required by any provision
hereof to be furnished to it, the Trustee will 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: 
 (1) this paragraph does not limit the effect of
paragraph (b) of this Section 7.01; 
 (2) the Trustee will not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Sections 6.04 and 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. 
 (e) No
provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. 
 (f) The Trustee will not be
liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. 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 will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any
Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct, negligence or failure to act of any
agent appointed with due care. 
 (d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes
to be authorized or within the rights or powers conferred upon it by this Indenture. 

  
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 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or
notice from the Issuers will be sufficient if signed by an Officer of each Issuer. 
 (f) The Trustee will be under no obligation to
exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities
and expenses that might be incurred by it in compliance with such request or direction. 
 (g) in no event shall the Trustee be responsible
or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of
the form of action; 
 (h) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of
the Trustee has knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture; 

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

(j) the Trustee may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
  

	Section 7.03	Individual Rights of Trustee. 

 The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with either Issuer or any Guarantor or any Affiliate of either Issuer or any Guarantor 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 SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
  

	Section 7.04	Trustee’s Disclaimer. 

 The Trustee will not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any
provision of this Indenture, it will not be responsible for the use or application of any 

  
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money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
  

	Section 7.05	Notice of Defaults. 

 If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee will mail to Holders 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 or Additional Interest, 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. 

 

	Section 7.06	Reports by Trustee to Holders. 

 (a) Within 60 days after each May 15
beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if
no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all
reports as required by TIA § 313(c). 
 (b) A copy of each report at the time of its mailing to the Holders will be mailed by the
Trustee to the Issuers and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Issuers will promptly notify the Trustee when the Notes are listed on any stock
exchange or delisted therefrom. 
  

	Section 7.07	Compensation and Indemnity. 

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

  
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which a Responsible Officer has received written notice for which it may seek indemnity. Failure by the Trustee to so notify the Issuers will not relieve the Issuers or any of the Guarantors
of their obligations hereunder. The Issuers or such Guarantor will defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the Issuers and the Guarantors, as applicable, will pay the reasonable and
documented fees and expenses of such counsel provided, however that the Issuers and any Guarantor shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified
parties’ reasonable judgment, there is no conflict of interest between the Issuers and the Guarantors, as applicable, and such parties in connection with such defense. Neither the Issuers nor any Guarantor need pay for any settlement made
without its consent, which consent will not be unreasonably withheld. 
 (c) The obligations of the Issuers and the Guarantors under
this Section 7.07 will survive the satisfaction and discharge of this Indenture. 
 (d) To secure the Issuers’ and the
Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.
Such Lien will survive the satisfaction and discharge of this Indenture. 
 (e) When the Trustee incurs expenses or renders services after
an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law. 
 (f) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable. 

 

	Section 7.08	Replacement of Trustee. 

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

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

(1) the Trustee fails to comply with Section 7.10 hereof; 

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Law; 
 (3) a custodian or public officer takes charge of the Trustee or its property; or 

(4) the Trustee becomes incapable of acting. 

  
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 (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Issuers will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace
the successor Trustee appointed by the Issuers. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

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

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

 

	Section 7.09	Successor Trustee by Merger, etc. 

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

 

	Section 7.10	Eligibility; Disqualification. 

 There will at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. 

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

  
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	Section 7.11	Preferential Collection of Claims Against the Issuers. 

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

ARTICLE 8 
 LEGAL DEFEASANCE AND
COVENANT DEFEASANCE 
  

	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance. 

 The Issuers may at any time,
at the option of the Company’s Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Note Guarantees upon
compliance with the conditions set forth below in this Article 8. 
  

	Section 8.02	Legal Defeasance and Discharge. 

 Upon the Issuers’ exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company, the Co-Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Company, the Co-Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note
Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged
hereunder: 
 (1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or
interest or premium and Additional Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; 

(2) the Issuers’ obligations with respect to such Notes under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09,
2.10 and Section 4.02 hereof; 
 (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers’ and the Guarantors’ obligations in connection therewith; and 
 (4) this Article 8. 

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

	Section 8.03	Covenant Defeasance. 

 Upon the Issuers’ exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, the Company, the Co-Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the
covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 and clauses (3) and (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed
outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company, the Co-Issuer and the Guarantors may omit to comply with and will have no liability in
respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply with such covenants will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and
Note Guarantees will be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(3) through 6.01(5) hereof will not constitute Events of Default. 
  

	Section 8.04	Conditions to Legal or Covenant Defeasance. 

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

  
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 (2) in the case of an election under Section 8.02 hereof, the Issuers must
deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that: 

(A) the Issuers have 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; 
 (3) in the case of an election under Section 8.03 hereof, the Issuers must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) 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; 

(4) 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 and the grant of any Lien securing such borrowing); 

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

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

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

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


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

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

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuers from time to time upon the request
of the Issuers any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) 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 Issuers. 

 Any money deposited with the Trustee or any Paying Agent,
or then held by the Issuers, in trust for the payment of the principal of, premium or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or Additional Interest, if any, or
interest has become due and payable shall be paid to the Issuers on their request or (if then held by an Issuer) will be discharged from such trust; and such Holder will thereafter be permitted to look only to the Issuers for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, will 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 Issuers cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuers. 

 

	Section 8.07	Reinstatement. 

 If the Trustee or Paying Agent is unable to apply any U.S.
dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by 

  
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reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ and the Guarantors’
obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Issuers make any payment of principal of, premium or Additional Interest, if any, or interest on, any Note
following the reinstatement of its obligations, the Issuers will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

ARTICLE 9 
 AMENDMENT, SUPPLEMENT
AND WAIVER 
  

	Section 9.01	Without Consent of Holders. 

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

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

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

(3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to the Holders and Note Guarantees by a
successor to such Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof; 
 (4) to make any change that would
provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder; 

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

 (6) to conform the text of this Indenture or the Notes to any provision of the “Description of notes” section of
the Offering Memorandum, to the extent that such provision in that “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; 

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the
date hereof; or 
 (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the
Notes and to release Guarantors from the Note Guarantee in accordance with the terms of this Indenture. 

  
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 Upon the request of the Issuers accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the 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 will not be obligated to enter into such amended
or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. 
  

	Section 9.02	With Consent of Holders. 

 Except as provided below in this Section 9.02, the
Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 4.10 and 4.15 hereof) and the Notes or the Note Guarantees with the consent of the Holders of at least a majority in aggregate
principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to 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 or Additional Interest, if any, or interest on, the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including,
without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine
which Notes are considered to be “outstanding” for purposes of this Section 9.02. 
 Upon the request of the Issuers
accompanied by a resolution of their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders
as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or
supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental
Indenture. 
 It is not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. 
 After an amendment,
supplement or waiver under this Section 9.02 becomes effective, the Issuers will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect
therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting
as a single class may waive 

  
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compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment,
supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): 
 (1)
reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the
principal of or extend the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (for the avoidance of doubt, repurchases of the Notes by the Issuers pursuant to Sections 4.10 and 4.15 hereof are not
redemptions of the Notes); 
 (3) reduce the rate of or extend the time for payment of interest, including default interest,
on any Note; 
 (4) waive a Default or Event of Default in the payment of principal of, or premium or Additional Interest, if
any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such
acceleration); 
 (5) make any Note payable in money other than that stated in the Notes; 

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or impair the rights of Holders to
receive payments of principal of, or interest or premium or Additional Interest, if any, on, the Notes; 
 (7) waive a
redemption payment with respect to any Note (for the avoidance of doubt, any payment required by Sections 4.10 or 4.15 hereof is not a redemption payment); 

(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this
Indenture, except in accordance with the terms of this Indenture; or 
 (9) make any change in the preceding amendment and
waiver provisions. 
  

	Section 9.03	Compliance with Trust Indenture Act. 

 Every amendment or supplement to this Indenture or
the Notes will be set forth in a 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 is a continuing consent by the Holder and every subsequent Holder or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is


  
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not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment,
supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder. 
  

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

	Section 9.06	Trustee to Sign Amendments, etc. 

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

ARTICLE 10 
 NOTE GUARANTEES 

 

	Section 10.01	Guarantee. 

 (a) Subject to this Article 10, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder 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
Issuers hereunder or thereunder, that: 
 (1) the principal of, premium and Additional Interest, if any, and interest on, the
Notes will 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 the Notes, if any, if lawful, and all other obligations of the Issuers to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

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

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

(b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of either Issuer, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture. 
 (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, will be reinstated in full force and effect. 
 (d) Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will
forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the Note Guarantee. 
  

	Section 10.02	Limitation on Guarantor Liability. 

 Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will 

  
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be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 
  

	Section 10.03	Intentionally Omitted. 

  

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

 Except as otherwise
provided in this Section 10.04, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other
than an Issuer or another Guarantor, unless: 
 (1) immediately after giving effect to such transaction, no Default or Event
of Default exists; and 
 (2) either: 

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such
consolidation or merger assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Trustee; or 
 (b) the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture. 
 In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Note 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 Note Guarantees so issued will in all respects have the same legal
rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in
any of the Notes will prevent any consolidation or merger of a Guarantor with or into an Issuer or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer
or another Guarantor. 

  
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	Section 10.05	Releases. 

 The Note Guarantee of a Guarantor will be released: 

(1) in connection with any sale, disposition or transfer of all or substantially all of the assets of that Guarantor (including
by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, disposition or transfer does not violate Section 4.10
hereof; 
 (2) in connection with any sale, disposition or transfer of all of the Capital Stock of that Guarantor to a Person
that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale, disposition or transfer does not violate Section 4.10 hereof; 

(3) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with
the applicable provisions of this Indenture; 
 (4) upon Legal Defeasance in accordance with Article 8 hereof or satisfaction
and discharge of the indenture in accordance with Article 11 hereof; or 
 (5) upon the release of such Guarantors’
Guarantee under the Credit Agreement or such other Indebtedness that triggered such Guarantor’s Note Guarantee. 
 Any Guarantor not
released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article 10. 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 
  

	Section 11.01	Satisfaction and Discharge. 

 This Indenture will be discharged and will cease to be of
further effect as to all Notes issued hereunder, when: 
 (1) either: 

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

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

(2) the Company, Co-Issuer or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and 

(3) the Issuers have delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at maturity or on the redemption date, as the case may be. 
 In addition, the Issuers must deliver an Officers’ Certificate
to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction
and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive such satisfaction and
discharge. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. 

 

	Section 11.02	Application of Trust Money. 

 Subject to the provisions of Section 8.06 hereof, all
money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with
the Trustee; but such money need not be segregated from other funds except to the extent required by law. 
 If the Trustee or Paying Agent
is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if
the Issuers have made any payment of principal of, premium or Additional Interest, if any, or interest on, any Notes because of the 

  
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reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or
Paying Agent. 
 ARTICLE 12 

MISCELLANEOUS 
  

	Section 12.01	Trust Indenture Act Controls. 

 If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA § 318(c), the imposed duties will control. 
  

	Section 12.02	Notices. 

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

 If to either Issuer and/or any Guarantor: 

NFR Energy LLC 

1415 Louisiana Street, Suite 1600 

Houston, Texas 77002 

Facsimile No.: (832) 242-9702 

Attention: Chief Financial Officer 

With a copy to: 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 

New York, New York 10017 

Facsimile No.: (212) 455-2502 

Attention: Edward P. Tolley III, Esq. 

If to the Trustee: 

The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 

Houston, Texas 77002 

Facsimile No.: (713) 483-6954 

Attention: Corporate Trust Administration 

Either Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices
or communications. 

  
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 All notices and communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; 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 will be
mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication will also be so mailed
to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee
receives it. 
 If the Issuers mail a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same
time. 
  

	Section 12.03	Communication by Holders with Other Holders. 

 Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, 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 Issuers to the Trustee to take any action under this Indenture (other than in connection with the Authentication Order, dated the date hereof, and delivered to the Trustee in connection with the issuance of the Initial Notes), the Issuers shall
furnish to the Trustee: 
 (1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
(which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been
satisfied; and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include
the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. 
  

	Section 12.05	Statements Required in Certificate or Opinion. 

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

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

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

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

 

	Section 12.06	Rules by Trustee and Agents. 

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

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


No past, present or future director, manager, officer, employee, incorporator, stockholder or member of the Company, the Co-Issuer, any parent
entity of the Company or any Subsidiary, as such, will have any liability for any obligations of the Company, the Co-Issuer or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

 

	Section 12.08	Governing Law. 

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

	Section 12.09	Successors. 

 All agreements of the Issuers in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.04 hereof. 

  
 -117- 









	Section 12.10	Severability. 

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

	Section 12.11	Counterpart Originals. 

 The parties may sign any number of copies of this Indenture.
Each signed copy will be an original, but all of them together represent the same agreement. 
  

	Section 12.12	Table of Contents, Headings, etc. 

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

 [Signatures on following page] 

  
 -118- 








 Dated as of February 12, 2010 

 

			
	SIGNATURES
	NFR ENERGY LLC
		
	By:	 	 /s/ Shane M. Bayless

	Name:	 	Shane Bayless
	Title:	 	Chief Financial Officer
	
	NFR ENERGY FINANCE CORPORATION
		
	By:	 	 /s/ Shane M. Bayless

	Name:	 	Shane Bayless
	Title:	 	Chief Financial Officer
	
	NFR UINTA BASIN LLC
	NFR WILLISTON BASIN LLC
	NFR EAST TEXAS BASIN LLC
	NFR BEAR PAW BASIN LLC
	NFR MONSKATCHEWAN GATHERING LLC
	REDROCK DRILLING, LLC
		
	By:	 	 /s/ Shane M. Bayless

	Name:	 	Shane Bayless
	Title:	 	Chief Financial Officer



  
 S-1 









			
	THE BANK OF NEW YORK MELLON TRUST     COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Julie Hoffman-Ramos

	Name:	 	Julie Hoffman-Ramos
	Title:	 	Senior Associate



  
 S-2 








 EXHIBIT A1 

[Face of Note] 
  

 
 CUSIP/ISIN
[        ]/[            ] 

9.75% Senior Note due 2017 
  

					
	No.         	  	$	            	  

 NFR ENERGY LLC 

NFR ENERGY FINANCE CORPORATION 
 promise to pay to
CEDE & CO. or registered assigns, 
 the principal sum of
                                         
                                         
                                         
          
 DOLLARS on February 15, 2017. 

Interest Payment Dates: February 15 and August 15 

Record Dates: February 1 and August 1 
 Dated:
February 12, 2010 

  
 A1-1 








 
			
	NFR ENERGY LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NFR ENERGY FINANCE CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 This is one of the Notes referred to

in the within-mentioned Indenture:

	
	 THE BANK OF NEW YORK MELLON TRUST

          COMPANY, N.A., as Trustee

		
	By:	 	  

		 	Authorized Signatory

  
  

  
 A1-2 








 [Back of Note] 

9.75% Senior Notes due 2017 
 [Insert the
Global Note Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Indenture] 
 Capitalized terms used herein have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated. 
 (1) INTEREST. NFR Energy LLC, a Delaware limited liability company (the
“Company”), and NFR Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at
9.75% per annum from February 12, 2010 until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 6 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional
Interest, if any, semi-annually in arrears on February 15 and August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 12, 2010 until the principal hereof is due. The first Interest Payment Date shall be August 15, 2010. The Issuers will
pay interest on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. 
 (2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest) and Additional
Interest, if any, to the Persons who are registered Holders at the close of business on the February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments in respect of Notes represented by Global Notes (including principal, premium, if any, and interest) shall be made by wire
transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuers will make all payments in respect of a Definitive Note (including principal, premium, if any, and interest),
at the office of each Paying Agent, except that, at the option of the Issuers, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made in the
case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice
to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment will be in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture,
will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers or any of the Company’s Subsidiaries may act in any such capacity. 

  
 A1-3 








 (4) INDENTURE. The Issuers issued the Notes under an Indenture dated as of
February 12, 2010 (the “Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in
the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms. To
the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  

The Notes are senior unsecured obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The
Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single
class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries,
enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or
convey, transfer or lease all or substantially all of its property. 
 To guarantee the due and punctual payment of the
principal and interest on the Notes and all other amounts payable by the Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes
and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Obligations of the Issuers under the Notes on a senior unsecured basis pursuant to the terms of the Indenture. 

(5) OPTIONAL REDEMPTION. 

(a) At any time prior to February 15, 2013, the Issuers may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 109.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the
redemption date (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: 

(1) at least 50% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries, including the Co-Issuer) remains outstanding immediately after the occurrence of such redemption; and 

  
 A1-4 








 (2) the redemption occurs within 180 days of the date of the closing of such
Equity Offering. 
 (b) On or after February 15, 2014, the Issuers may redeem all or a part of the Notes 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 and Additional Interest, if any, on the Notes redeemed to, but not including, the applicable
redemption date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	 Year
	  	Percentage	 
	 2014
	  	 	104.875	% 
	 2015
	  	 	102.438	% 
	 2016 and thereafter
	  	 	100.000	% 

 Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date. 
 (c) At any time prior to February 15, 2014, the Issuers may also
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus
the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but not including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant
interest payment date. 
 (6) MANDATORY REDEMPTION. 

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7) 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, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000. 

(8) REPURCHASE AT THE OPTION OF HOLDER. 

(a) If there is a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder to
repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Additional Interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on


  
 A1-5 








 
the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture. 
 (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within ten
Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.10 of the Indenture to purchase the maximum principal
amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional
Interest, if any, thereon to, but excluding, the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that, any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any
Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company
prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date. 
 (10) PERSONS DEEMED OWNERS. The registered Holder may be treated as its
owner for all purposes. 
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the
Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any
existing Default or Event or Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes
including Additional Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes or the Note 

  
 A1-6 








 
Guarantees may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated
Notes, (iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders and Note Guarantees in case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such
Guarantor’s assets, as applicable, (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder, (v) to comply
with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Indenture or the Notes to any provision of the “Description of notes” section of the
Offering Memorandum, to the extent that such provision in that “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes, (vii) to provide for the issuance of
Additional Notes in accordance with the limitations set forth in the Indenture or (viii) to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes and to release Guarantors
from the Note Guarantee in accordance with the terms of the Indenture. 
 (12) DEFAULTS AND REMEDIES. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuers, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in
the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 

(13) DISCHARGE AND DEFEASANCE. Subject to certain conditions, the Issuers at any time may terminate some or all of its
obligations under the Notes, the Note Guarantees and the Indenture if the Issuers deposit with the Trustee money or Government Securities for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

 (14) TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee. 

  
 A1-7 








 (15) NO RECOURSE AGAINST OTHERS. A director, manager, officer, employee,
incorporator, member or stockholder of the Issuers or any of the Guarantors, as such, will not have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 

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

(18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided
to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of February 12, 2010, among the Issuers, the Guarantors and the
Initial Purchasers named therein or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the
Guarantors and the other parties thereto, relating to rights given by the Issuers and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 

(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or
as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

(20) GOVERNING LAW. THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. 
 The Issuers will furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to: 
 NFR Energy LLC 

1415 Louisiana Street, Suite 1600 

Houston, Texas 77002 
 Facsimile
No.: (832) 242-9702 
 Attention: Chief Financial Officer 

  
 A1-8 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

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

		 	(Insert assignee’s legal name)

  
  

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

 
  

 
  

 
  

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

and irrevocably appoint                    
                                         
                                         
                                         
                                     

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

Date:                      

 

			
	Your Signature:	 	  

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


 Signature Guarantee*:
                                         
    
  

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


  
 A1-9 








 OPTION OF HOLDER TO ELECT PURCHASE 

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

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

$                     

Date:                      

 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)
		
	Tax Identification No.:	 	  



  

			
	Signature Guarantee*:	 	  


  

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


  
 A1-10 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

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

  

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


  
 A1-11 








 EXHIBIT A2 

[Face of Regulation S Temporary Global Note] 
  

 
 CUSIP/ISIN
[        ]/[            ] 

9.75% Senior Note due 2017 
  

			
	No.         	 	$            

 NFR ENERGY LLC 

NFR ENERGY FINANCE CORPORATION 
 promise to pay to
CEDE & CO. or registered assigns, 
 the principal sum of
                                         
                                        

DOLLARS on February 15, 2017. 
 Interest Payment Dates:
February 15 and August 15 
 Record Dates: February 1 and August 1 

Dated: February 12, 2010 

  
 A2-1 








 
			
	NFR ENERGY LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NFR ENERGY FINANCE CORPORATION
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	This is one of the Notes referred to
	in the within-mentioned Indenture:
	
	THE BANK OF NEW YORK MELLON TRUST
	        COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Authorized Signatory


  
 A2-2 








 [Back of Regulation S Temporary Global Note] 

9.75% Senior Note due 2017 
 [Insert the
Regulation S Temporary Global Note Legend] 
 [Insert the Global Note Legend] 

[Insert the Private Placement Legend] 

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

(1) INTEREST. NFR Energy LLC, a Delaware limited liability company (the “Company”), and NFR Energy Finance Corporation, a
Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), promise to pay interest on the principal amount of this Note at 9.75% per annum from February 12, 2010 until maturity
and shall pay the Additional Interest, if any, payable pursuant to Section 6 of the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on February 15 and
August 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from February 12, 2010 until the principal hereof is due. The first Interest Payment Date shall be August 15, 2010. The Issuers will pay interest on overdue principal at the rate borne by the Notes,
and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof
shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture. 

(2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the
Persons who are registered Holders at the close of business on the February 1 or August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except
as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments in respect of Notes represented by Global Notes (including principal, premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Issuers will make all payments in respect of a Definitive Note (including principal, premium, if any, and interest), at the office of each
Paying Agent, except that, at the option of the Issuers, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made in the case of a Holder of
at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or a
Paying Agent to such effect 

  
 A2-3 








 
designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment will be in
such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

(3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act
as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to any Holder. The Issuers or any of the Company’s Subsidiaries may act in any such capacity. 

(4) INDENTURE. The Issuers issued the Notes under an Indenture dated as of February 12, 2010 (the “Indenture”)
among the Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 The Notes are senior unsecured
obligations of the Issuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the
Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted
Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the
ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 

To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuers under the
Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed
the Obligations of the Issuers under the Notes on a senior unsecured basis pursuant to the terms of the Indenture. 
 (5) OPTIONAL
REDEMPTION. 
 (a) At any time prior to February 15, 2013, the Issuers may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 109.750% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to, but not
including, the redemption date (subject to the right of Holders on the relevant record date to 

  
 A2-4 








 
receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that: 

(1) at least 50% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and
its Subsidiaries, including the Co-Issuer) remains outstanding immediately after the occurrence of such redemption; and 

(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. 

(b) On or after February 15, 2014, the Issuers may redeem all or a part of the Notes 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 and Additional Interest, if any, on the Notes redeemed to, but not including, the applicable redemption date, if
redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	 Year
	  	Percentage	 
	 2014
	  	 	104.875	% 
	 2015
	  	 	102.438	% 
	 2016 and thereafter
	  	 	100.000	% 

 Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions
thereof called for redemption on the applicable redemption date. 
 (c) At any time prior to February 15, 2014, the Issuers may also
redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus
the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, but not including, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant
interest payment date. 
 (6) MANDATORY REDEMPTION. 

The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes. 

(7) 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, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or
discharge of the Indenture. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $2,000. 

  
 A2-5 








 (8) REPURCHASE AT THE OPTION OF HOLDER. 

(a) If there is a Change of Control, the Issuers will make an offer (a “Change of Control Offer”) to each Holder to repurchase
all or any part (equal to $2,000 or an integral multiple of $1,000 in excess in excess of $2,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Additional Interest, if any, on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30
days following any Change of Control, the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 

(b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within ten Business Days of each date on which the aggregate amount
of Excess Proceeds exceeds $20.0 million, the Issuers will commence an offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 4.10 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon to, but excluding, the date of purchase,
in accordance with the procedures set forth in the Indenture. To the extent that any Excess Proceeds remain after the consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not
otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari
passu Indebtedness to be purchased on a pro rata basis. Holders that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased
by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
 (9) DENOMINATIONS,
TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the
Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 

This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the
termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of certificates 

  
 A2-6 








 
(accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee
shall cancel this Regulation S Temporary Global Note. 
 (10) PERSONS DEEMED OWNERS. The registered Holder may be treated as its
owner for all purposes. 
 (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes or the
Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default
or Event or Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional
Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes or the Note Guarantees may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for
uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders and Note Guarantees in case of a merger or consolidation or sale of all
or substantially all of such Issuer’s or such Guarantor’s assets, as applicable, (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the
Indenture of any such Holder, (v) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, (vi) to conform the text of the Indenture or the Notes to any provision of the
“Description of notes” section of the Offering Memorandum, to the extent that such provision in that “Description of notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the
Notes, (vii) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture or (viii) to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with
respect to the Notes and to release Guarantors from the Note Guarantee in accordance with the terms of the Indenture. 
 (12) DEFAULTS
AND REMEDIES. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuers, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries
of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, the Notes. 

  
 A2-7 








 
The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
 (13) DISCHARGE AND DEFEASANCE. Subject
to certain conditions, the Issuers at any time may terminate some or all of its obligations under the Notes, the Note Guarantees and the Indenture if the Issuers deposit with the Trustee money or Government Securities for the payment of principal of
and interest on the Notes to redemption or maturity, as the case may be. 
 (14) TRUSTEE DEALINGS WITH ISSUERS. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and perform services for the Issuers or their Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the Trustee. 

(15) NO RECOURSE AGAINST OTHERS. A director, manager, officer, employee, incorporator, member or stockholder of the Issuers or any of
the Guarantors, as such, will not have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Note Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. 

(16) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

 (17) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

(18) ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global
Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of February 12, 2010, among the Issuers, the Guarantors and the Initial Purchasers named therein or, in the case of
Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Issuers, the Guarantors and the other parties thereto, relating to
rights given by the Issuers and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”). 

(19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or
as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon. 

  
 A2-8 








 (20) GOVERNING LAW. THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 
 NFR Energy LLC 

1415 Louisiana Street, Suite 1600 

Houston, Texas 77002 
 Facsimile
No.: (832) 242-9702 
 Attention: Chief Financial Officer 

  
 A2-9 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
  

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

		  	(Insert assignee’s legal name)

  
  

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

 
   

 
   

 
   

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

			
	and irrevocably appoint	  	  


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

Date:                      

 

			
	Your Signature:	 	  

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


 Signature Guarantee*:
                                        

  

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


  
 A2-10 








 OPTION OF HOLDER TO ELECT PURCHASE 

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

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

$                     

Date:                      

 

			
	Your Signature:	 	  

		 	(Sign exactly as your name appears on the face of this Note)
		
	Tax Identification No.:	 	  



 Signature Guarantee*:
                                        

  

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


  
 A2-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S 

TEMPORARY GLOBAL NOTE 
 The
following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary 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
or
 Custodian

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	


  
 A2-12 








 EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 
 NFR Energy LLC

 1415 Louisiana Street, Suite 1600 
 Houston, Texas 77002 

Facsimile No.: (832) 242-9702 
 Attention: Chief Financial
Officer 
 The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 
 Houston, Texas 77002 

Facsimile No.: (713) 483-6954 
 Attention: Corporate Trust
Administration 
 Re: 9.75% Senior Notes due 2017 

Reference is hereby made to the Indenture, dated as of February 12, 2010 (the “Indenture”), among NFR Energy LLC,
a Delaware limited liability company (the “Company”), and NFR Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), the Guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

[CHECK ALL THAT APPLY] 

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

  
 B-1 








 2.   ̈ Check if Transferee
will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to
and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or
through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act
and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon
consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the
Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act. 

3.   ̈ Check and complete if Transferee will take delivery of a
beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly
the Transferor hereby further certifies that (check one): 

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

(b)   ̈ such Transfer is being effected to the Issuers or a
subsidiary of the Company thereof; 
 or 

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

  
 B-2 








 or 

(d)   ̈ such Transfer is being effected to an Institutional
Accredited Investor in a minimum denomination of $250,000 and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it
has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted
Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if requested by the Trustee or an
Issuer, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Restricted Definitive Notes and in the Indenture and the Securities Act. 

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

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

  
 B-3 








 
laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture. 
 This certificate and the
statements contained herein are made for your benefit and the benefit of the Issuers. 
  

			
	  

	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     

  
 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 

 

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

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

 

	(a)	 ̈       a beneficial interest in the: 

  

	 	(i)	   ̈       144A Global Note (CUSIP 62910T AA3), or 


 

	 	(ii)	   ̈       Regulation S Global Note (CUSIP U65107 AA9), or 


 

	 	(iii)	   ̈       IAI Global Note (CUSIP 62910T AC9); or 


 

	(b)	 ̈       a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 

 

	(a)	 ̈       a beneficial interest in the: 

  

	 	(i)	   ̈       144A Global Note (CUSIP 62910T AA3), or 


 

	 	(ii)	   ̈       Regulation S Global Note (CUSIP U65107 AA9), or 


 

	 	(iii)	   ̈       IAI Global Note (CUSIP 62910T AC9); or 


 

	 	(iv)	   ̈       Unrestricted Global Note (CUSIP 62910T AB1); or 


 

	(b)	 ̈       a Restricted Definitive Note; or 

  

	(c)	 ̈       an Unrestricted Definitive Note, 


in accordance with the terms of the Indenture. 

  
 B-5 








 EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 
 NFR Energy LLC

 1415 Louisiana Street, Suite 1600 
 Houston, Texas 77002 

Facsimile No.: (832) 242-9702 
 Attention: Chief Financial
Officer 
 The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 
 Houston, Texas 77002 

Facsimile No.: (713) 483-6954 
 Attention: Corporate Trust
Administration 
 Re: 9.75% Senior Notes due 2017 

(CUSIP                     ) 

Reference is hereby made to the Indenture, dated as of February 12, 2010 (the “Indenture”), among NFR Energy LLC,
a Delaware limited liability company (the “Company”), and NFR Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), the Guarantors party
thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

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

  
 C-1 








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

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

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

(a)   ̈ Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the
Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 

  
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 (b)   ̈  Check if Exchange
is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]   ̈  144A Global Note, Regulation S Global Note, IAI   ̈   Global Note with an equal principal amount, the Owner   ̈  hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the
Issuers. 
  

			
	  

	[Insert Name of Transferor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     

  
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 EXHIBIT D 

FORM OF CERTIFICATE FROM 

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR 
 NFR
Energy LLC 
 1415 Louisiana Street, Suite 1600 
 Houston, Texas
77002 
 Facsimile No.: (832) 242-9702 
 Attention: Chief
Financial Officer 
 The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, 16th Floor 
 Houston, Texas 77002 

Facsimile No.: (713) 483-6954 
 Attention: Corporate Trust
Administration 
 Re: 9.75% Senior Notes due 2017 

Reference is hereby made to the Indenture, dated as of February 12, 2010 (the “Indenture”), among NFR Energy LLC, a
Delaware limited liability company (the “Company”), and NFR Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), the guarantors party thereto
and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. 

In connection with our proposed purchase of $             aggregate principal
amount of: 
 (a)   ̈  a beneficial interest in a Global Note, or 

(b)   ̈  a Definitive Note, 

we confirm that: 
 1. We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the
Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 

2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we
will do so only (A) to the Issuers or any subsidiary of the 

  
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Company, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) in a minimum principal amount of $250,000 to
an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuers a signed letter substantially in the form of this letter
and, if requested by the Trustee or an Issuer, an Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule
904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein. 
 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be
required to furnish to you and the Issuers such certifications, legal opinions and other information as you and the Issuers may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that
the Notes purchased by us will bear a legend to the foregoing effect. 
 4. We are an institutional “accredited investor” (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the
Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 
 5. We are
acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion. 

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

			
	  

	[Insert Name of Accredited Investor]
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated:
                     

  
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 EXHIBIT E 

[FORM OF SUPPLEMENTAL INDENTURE 

TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
            , 200  , among              (the “New Guarantor”), a subsidiary of NFR Energy LLC, a
Delaware limited liability company (the “Company”), and NFR Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), each other existing
Guarantor under the Indenture referred to below and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 
 WHEREAS,
the Issuers and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture ( as amended, supplemented or otherwise modified, the “Indenture”), dated as of February 12, 2010 providing for the
issuance of 9.75% Senior Notes due 2017 (the “Notes”); 
 WHEREAS, Section 4.17 of the Indenture provides that under
certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture. 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuers, the other Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders as follows: 
 1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings
assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all existing
Guarantors (if any), to provide an unconditional Guarantee on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of
the obligations and agreements of a Guarantor under the Indenture. 
 3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
manager, officer, employee, incorporator, stockholder or member of the Issuers, any parent entity of the Company or any Subsidiary, as such, will have any liability for any 

  
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obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 

4. NOTICES. All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Indenture. 

5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered shall be bound hereby. 
 6. GOVERNING LAW. THE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE
GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 7. COUNTERPARTS. The parties may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 

9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written. 
 Dated:             ,
20     
  

			
	[NEW GUARANTOR]
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NFR ENERGY LLC

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NFR ENERGY FINANCE CORPORATION


		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NFR UINTA BASIN LLC


	NFR WILLISTON BASIN LLC

	NFR EAST TEXAS BASIN LLC

	NFR BEAR PAW BASIN LLC

	NFR MONSKATCHEWAN GATHERING LLC

	REDROCK DRILLING, LLC

		
	By:	 	  

	Name:	 	
	Title:	 	



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

    as Trustee

		
	By:	 	  

		 	Authorized Signatory



  
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