Grizzly Energy 8K Entry into a Material Definitive Agreement | GRZZP 17 Feb 16

Exhibit 4.1

VANGUARD NATURAL RESOURCES, LLC

VNR FINANCE CORP.

AND EACH OF THE
GUARANTORS PARTY HERETO

7.0% SENIOR SECURED SECOND LIEN NOTES

DUE 2023

U.S. BANK NATIONAL ASSOCIATION

as Trustee and Collateral Trustee

INDENTURE

Dated as of February 10, 2016

Reference is made to the Intercreditor Agreement, dated as of February 10, 2016, between CITIBANK, N.A., as Priority Lien Agent (as defined therein), and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Agent (as defined therein). Each holder of Notes (as defined herein), by its acceptance of such Notes, (i) consents to the subordination of Liens provided for in the Intercreditor Agreement, (ii) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (iii) authorizes and instructs the Second Lien Collateral Agent on behalf of each Second Lien Secured Party (as defined therein) to enter into the Intercreditor Agreement as Second Lien Collateral Agent on behalf of such Second Lien Secured Parties. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement (as defined herein) to extend credit to the Company (as defined herein) and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

TABLE OF CONTENTS

		Page

Article I. DEFINITIONS AND INCORPORATION BY REFERENCE		1

Section 1.01	Definitions	1
Section 1.02	Other Definitions	41
Section 1.03	[Reserved.]	42
Section 1.04	Rules of Construction	42

Article II. THE NOTES		42

Section 2.01	Form and Dating	42
Section 2.02	Execution and Authentication	43
Section 2.03	Registrar and Paying Agent	43
Section 2.04	Paying Agent to Hold Money in Trust	44
Section 2.05	Holder Lists	44
Section 2.06	Transfer and Exchange	44
Section 2.07	Replacement Notes	56
Section 2.08	Outstanding Notes	57
Section 2.09	Treasury Notes	57
Section 2.10	Temporary Notes	57
Section 2.11	Cancellation	58
Section 2.12	Defaulted Interest	58

Article III. REDEMPTION AND PREPAYMENT		58

Section 3.01	Notices to Trustee	58
Section 3.02	Selection of Notes to Be Redeemed	59
Section 3.03	Notice of Redemption	59
Section 3.04	Effect of Notice of Redemption	60
Section 3.05	Deposit of Redemption or Purchase Price	60
Section 3.06	Notes Redeemed or Purchased in Part	61
Section 3.07	Optional Redemption	61
Section 3.08	Mandatory Redemption	62
Section 3.09	Offer to Purchase by Application of Excess Proceeds	62

Article IV. COVENANTS		64

Section 4.01	Payment of Notes	64
Section 4.02	Maintenance of Office or Agency	64
Section 4.03	Reports	65
Section 4.04	Compliance Certificate	66
Section 4.05	Taxes	66
Section 4.06	Stay, Extension and Usury Laws	66
Section 4.07	Restricted Payments	67

Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	71
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock	73
Section 4.10	Asset Sales	77
Section 4.11	Transactions with Affiliates	79
Section 4.12	Liens	82
Section 4.13	Business Activities	82
Section 4.14	Organizational Existence	82
Section 4.15	Offer to Repurchase Upon Change of Control	82
Section 4.16	Additional Note Guarantees	84
Section 4.17	Designation of Restricted and Unrestricted Subsidiaries	84
Section 4.18	Covenant Termination	85

Article V. SUCCESSORS		85

Section 5.01	Merger, Consolidation or Sale of Assets	85
Section 5.02	Successor Issuer Substituted	87

Article VI. DEFAULTS AND REMEDIES		88

Section 6.01	Events of Default	88
Section 6.02	Acceleration	90
Section 6.03	Other Remedies	91
Section 6.04	Waiver of Past Defaults	91
Section 6.05	Control by Majority	91
Section 6.06	Limitation on Suits	91
Section 6.07	Rights of Holders of Notes to Receive Payment	92
Section 6.08	Collection Suit by Trustee	92
Section 6.09	Trustee May File Proofs of Claim	92
Section 6.10	Priorities	93
Section 6.11	Undertaking for Costs	93

Article VII. TRUSTEE		93

Section 7.01	Duties of Trustee	93
Section 7.02	Rights of Trustee	94
Section 7.03	Individual Rights of Trustee	95
Section 7.04	Trustee’s Disclaimer	96
Section 7.05	Notice of Defaults	96
Section 7.06	Reports by Trustee to Holders of the Notes	96
Section 7.07	Compensation and Indemnity	96
Section 7.08	Replacement of Trustee	97
Section 7.09	Successor Trustee by Merger, etc.	98
Section 7.10	Eligibility; Disqualification	98
Section 7.11	Preferential Collection of Claims Against Issuers	98
Section 7.12	Trustee in Other Capacities	98

Article VIII. LEGAL DEFEASANCE AND COVENANT DEFEASANCE		99

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	99
Section 8.02	Legal Defeasance and Discharge	99
Section 8.03	Covenant Defeasance	100
Section 8.04	Conditions to Legal or Covenant Defeasance	100
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	101
Section 8.06	Repayment to Issuers	102
Section 8.07	Reinstatement	102

Article IX. AMENDMENT, SUPPLEMENT AND WAIVER		103

Section 9.01	Without Consent of Holders of Notes	103
Section 9.02	With Consent of Holders of Notes	104
Section 9.03	[Reserved.]	106
Section 9.04	Revocation and Effect of Consents	106
Section 9.05	Notation on or Exchange of Notes	106
Section 9.06	Trustee to Sign Amendments, etc.	106

Article X. NOTE GUARANTEES		106

Section 10.01	Guarantee	106
Section 10.02	Limitation on Guarantor Liability	108
Section 10.03	Execution and Delivery of Note Guarantee	108
Section 10.04	Guarantors May Consolidate, etc., on Certain Terms	108
Section 10.05	Releases	109

Article XI. SATISFACTION AND DISCHARGE		110

Section 11.01	Satisfaction and Discharge	110
Section 11.02	Application of Trust Money	111

Article XII. MISCELLANEOUS		112

Section 12.01	[Reserved.]	112
Section 12.02	Notices	112
Section 12.03	[Reserved.]	113
Section 12.04	Certificate and Opinion as to Conditions Precedent	113
Section 12.05	Statements Required in Certificate or Opinion	113
Section 12.06	Rules by Trustee and Agents	114
Section 12.07	No Personal Liability of Directors, Officers, Employees and Unitholders	114
Section 12.08	No Governing Law	114
Section 12.09	No Adverse Interpretation of Other Agreements	114
Section 12.10	No Successors	114
Section 12.11	Severability	114
Section 12.12	Counterpart Originals	115

iii

Section 12.13	Table of Contents, Headings, etc.	115
Section 12.14	Payment Date Other Than a Business Day	115
Section 12.15	Evidence of Action by Holders	115

Article XIII. COLLATERAL AND SECURITY		115

Section 13.01	Security Interest	115
Section 13.02	Post-Issue Date Collateral Requirements	116
Section 13.03	Further Assurances; Liens on Additional Property	117
Section 13.04	Intercreditor Agreement	118
Section 13.05	Collateral Trust Agreement	119
Section 13.06	Release of Liens in Respect of Notes	119
Section 13.07	Collateral Trustee	120
Section 13.08	Insurance	120

EXHIBITS

Exhibit A	FORM OF 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 NOTATION OF GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE

This INDENTURE is dated as of February 10, 2016 (this “Indenture”) among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral trustee (in such capacity, the “Collateral Trustee”).

The Issuers, the Guarantors, the Trustee and the Collateral Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Issuers’ 7.0% Senior Secured Second Lien Notes due 2023 (the “Notes”):

Article I.
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01 Definitions.

“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 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.

“Act of Parity Lien Debtholders” means, as to any matter at any time, a direction in writing delivered to the Collateral Trustee by or with the written consent of the holders of Parity Lien Debt representing the Required Parity Lien Debtholders.

“Additional Assets” means:

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

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

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

provided,however, that any such Restricted Subsidiary described in clause (2) or (3) is primarily engaged in the Oil and Gas Business.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance withSections 2.02 and4.09 hereof, as part of the same series as the Initial Notes.

“Additional Secured Debt Designation” means the written agreement of the Parity Lien Representative of holders of any Series of Parity Lien Debt, as applicable, as set forth in the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, for the benefit of (i) all holders of existing and future Priority Lien Debt, the Priority Lien Collateral Agent, each existing and future holder of Priority Liens and (ii) if applicable, all holders of each existing and future Series of Parity Lien Debt, the Collateral Trustee, and each existing and future holder of Parity Liens, in each case:

(a) that all Parity Lien Obligations will be and are secured equally and ratably by all Parity Liens at any time granted by the Issuers or any Guarantor to secure any Obligations in respect of such Series of Parity Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Parity Lien Debt, and that all such Parity Liens will be enforceable by the Collateral Trustee, for the benefit of all holders of Parity Lien Obligations equally and ratably;

(b) that such Parity Lien Representative and the holders of Obligations in respect of such Series of Parity Lien Debt are bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens and Parity Liens and the order of application of proceeds from the enforcement of Priority Liens and Parity Liens; and

(c) appointing the Collateral Trustee and consenting to the terms of the Intercreditor Agreement and the performance by the Collateral Trustee of, and directing the Collateral Trustee to perform, its obligations under the Collateral Trust Agreement or applicable security documents, as applicable, and the Intercreditor Agreement, together with all such powers as are reasonably incidental thereto.

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

(1) the sum of:

(a) the discounted future net revenues from Proved Reserves of the Company and its Restricted Subsidiaries calculated in accordance with SEC guidelines before any state or federal income taxes, as estimated in a reserve report prepared as of the end of the Company’s most recently completed fiscal year, which reserve report is prepared or audited by independent petroleum engineers, as increased by, as of the date of determination, the estimated discounted future net revenues from:

(i) estimated Proved Reserves of the Company and its Restricted Subsidiaries acquired since the date of such year-end reserve report; and

(ii) estimated Proved Reserves of the Company and its Restricted Subsidiaries attributable to extensions, discoveries and other additions and upward revisions of estimates of Proved Reserves (including previously estimated development costs incurred during the period and the accretion of discount since the prior period end) since the date of such year-end reserve report due to exploration, development or exploitation, production or other activities which would, in accordance with standard industry practice, cause such revisions,

and decreased by, as of the date of determination, the estimated discounted future net revenue attributable to:

(iii) estimated Proved Reserves of the Company and its Restricted Subsidiaries reflected in such reserve report produced or disposed of since the date of such year-end reserve report; and

(iv) reductions in estimated Proved Reserves of the Company and its Restricted Subsidiaries reflected in such reserve report attributable to downward revisions of estimates of Proved 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;

in the case of the preceding clauses (i) through (iv), calculated in accordance with SEC guidelines (utilizing the prices utilized in the Company’s year-end reserve report) and estimated by the Company’s petroleum engineers or any independent petroleum engineers engaged by the Company for that purpose;

(b) the capitalized costs that are attributable to oil and natural gas properties of the Company and its Restricted Subsidiaries to which no proved oil and natural gas reserves are attributable, based on the Company’s books and records as of a date no earlier than the last day of the Company’s most recent quarterly or annual period for which internal financial statements are available;

(c) the Consolidated Net Working Capital of the Company and its Restricted Subsidiaries as of a date no earlier than the last day of the Company’s most recent quarterly or annual period for which internal financial statements are available; and

(d) the greater of:

(i) the net book value and

(ii) the appraised value, as estimated by independent appraisers, of other tangible assets (including Investments in unconsolidated Subsidiaries),

in each case, of the Company and its Restricted Subsidiaries as of a date no earlier than the last day of the date of the Company’s most recent quarterly or annual period for which internal financial statements are available;provided that if no such appraisal has been performed, the Company shall not be required to obtain such an appraisal and only clause (d)(i) of this definition shall apply,

minus, to the extent not otherwise taken into account in the immediately preceding clause (1),

(2) the sum of

(a) minority interests;

(b) any net natural gas balancing liabilities of the Company and its Restricted Subsidiaries as of the last day of the Company’s most recent annual or quarterly period for which internal financial statements are available;

(c) to the extent included in clause (1)(a) above, the discounted future net revenues, calculated in accordance with SEC guidelines (utilizing the prices utilized in the Company’s year-end reserve report), attributable to reserves that are required to be delivered to third parties to fully satisfy the obligations of the Company and its Restricted Subsidiaries with respect to Volumetric Production Payments on the schedules specified with respect thereto; and

(d) the discounted future net revenues, calculated in accordance with SEC guidelines, attributable to reserves subject to Dollar-Denominated Production Payments that, based on the estimates of production and price assumptions included in determining the discounted future net revenues specified in (1)(a) above, would be necessary to fully satisfy the payment obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto.

“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 or 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, 2019 (such redemption price being set forth in the table appearing inSection 3.07 hereof) plus (ii) all required interest payments due on the note through February 15, 2019 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), over

(b) the principal amount of 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.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights by the Company or any of the Company’s Restricted Subsidiaries;provided that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole will be governed bySection 4.15 and/or bySection 5.01 and not by the provisions ofSection 4.10; and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any of the Company’s Restricted Subsidiaries of Equity Interests in any of the Company’s Subsidiaries (in either case other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).

Notwithstanding the preceding, 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 having a Fair Market Value of less than $10.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

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

(4) the sale, lease or other disposition of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries taken as whole);

(5) the farm-out of undeveloped oil or natural gas properties owned or held by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(6) licenses and sublicenses by the Company or any of its Restricted Subsidiaries of software or intellectual property in the ordinary course of business;

(7) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(8) the granting of Liens not prohibited bySection 4.12 and dispositions in connection with Permitted Liens;

(9) the sale or other disposition of cash or Cash Equivalents or other financial instruments (other than Oil and Gas Hedging Contracts);

(10) a transfer of accounts receivable and related assets of the type specified in the definition of “Receivables Facility” (or a fractional undivided interest therein or pursuant to any factoring or similar arrangement);

(11) a disposition of assets that constitutes (or results in by virtue of the consideration received for such disposition) either a Restricted Payment that does not violateSection 4.07 or a Permitted Investment;

(12) a sale or other disposition of Hydrocarbons or other mineral products in the ordinary course of business;

(13) an Asset Swap;

(14) dispositions of crude oil and natural gas properties;provided that at the time of any such disposition such properties do not have associated with them any Proved Reserves; and

(15) any Production Payments and Reserve Sales;provided that any such Production Payments and Reserve Sales, other than incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for 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.

“Asset Swap” means any substantially contemporaneous (and in any event occurring within 90 days of each other) purchase and sale or exchange of any assets or properties used or useful in the Oil and Gas Business between the Company or any of its Restricted Subsidiaries and another Person;provided that the Fair Market Value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (together with any cash) is reasonably equivalent to the Fair Market Value of the properties or assets (together with any cash) to be received by the Company or such Restricted Subsidiary, and provided further that any net cash received must be applied in accordance withSection 4.10 if then in effect.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP;provided,however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Available Cash” has the meaning assigned to such term in the Limited Liability Company Agreement, as in effect on the Issue Date.

“Bank Product” means each and any of the following bank services provided to the Issuers or any Guarantor by any holder of Priority Lien Debt or any Affiliate thereof: (a) commercial credit cards, (b) stored value cards and (c) Treasury Management Arrangements (including controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Bank Product Obligations” means any and all obligations of the Issuers or any Guarantor, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with any Bank Products.

“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. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

“Board of Directors” means:

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

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

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

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

“Borrowing Base” means the “Borrowing Base” as defined in and as determined from time to time pursuant to the Credit Agreement or Refinancing Credit Facility, as applicable;provided that (i) the Borrowing Base under the Credit Agreement or such Refinancing Credit Facility, as applicable, is determined in accordance with customary policies and procedures for extending credit under oil and gas secured reserve based loan transactions and (ii) the majority of commitments to lend under the Credit Agreement or Refinancing Credit Facility, as applicable, are made by commercial banks engaged in oil and gas reserve based lending in the ordinary course of their respective businesses (it being understood that all lenders under the Credit Agreement as of the Issue Date constitute commercial banks for purposes hereof).

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

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after the Issue Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Issue Date will be deemed not to represent a Capital Lease Obligation.

“Capital Stock” means:

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; 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 Equivalents” means:

(1) United States dollars;

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

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

(4) certificates of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $100.0 million or that is a lender under the Credit Agreement;

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

(6) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and

(8) with respect to any Foreign Subsidiary of the Company, investments denominated in local currency that are similar to the items specified in clauses (1) through (7) above.

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

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act));

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares, units or the like; or

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

Notwithstanding the preceding, a conversion of the Company or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of the Company immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or 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 or its general partner, as applicable, and, in either case no “person” Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

“Clearstream” means Clearstream Banking, S.A.

“Code” means the U.S. Internal Revenue Code of 1986 and any successor statute thereto, in each case as amended from time to time.

“Collateral” means all assets and property, whether real, personal or mixed, wherever located and whether now owned or at any time acquired after the Issue Date by the Issuers or any Guarantor as to which a Lien is granted under the Security Documents to secure the Parity Lien Obligations.

“Collateral Trustee” means U.S. Bank National Association, a national banking association, until a successor replaces it in accordance with the terms of the Collateral Trust Agreement and, thereafter, means the successor entity thereunder.

“Collateral Trust Agreement” means the Collateral Trust Agreement, dated as of the Issue Date, among the Issuers, the Collateral Trustee and the Trustee, as the Parity Lien Representative for the Notes, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

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

“Company” means Vanguard Natural Resources, LLC, and any and all successors thereto.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary expenses or loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such expenses or losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, depletion, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment, non-cash equity based compensation expense and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(5) if such Person accounts for its oil and gas operations using successful efforts or a similar method of accounting, consolidated exploration expense of such Person and its Restricted Subsidiaries; minus

(6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business; and minus

(7) to the extent increasing such Consolidated Net Income for such period, the sum of (a) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and (b) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments,

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

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis determined in accordance with GAAP and without any reduction in respect of Preferred Stock dividends;provided that:

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

(2) the net income of any Restricted Subsidiary of such Person 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 judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members;

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

(4) any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any sale or leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person will be excluded;

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

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

(7) any unrealized non-cash gains or losses or charges in respect of Hedging Obligations (including those resulting from the application of FASB ASC Topic No. 815, Derivatives and Hedging).

“Consolidated Net Working Capital” means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Gas Hedging Contracts, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except (i) current liabilities included in Indebtedness, (ii) current liabilities associated with asset retirement obligations relating to oil and natural gas properties and (iii) any current liabilities from Oil and Gas Hedging Contracts, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant to FASB ASC 815).

“Consolidated Net Worth” means, with respect to any specified Person as of any date, the sum of:

(1) the consolidated equity of the common stockholders of, or the consolidated capital of the unitholders of, such Person and its consolidated Subsidiaries as of such date; plus

(2) the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of Preferred Stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such Preferred Stock.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified inSection 12.02 hereof (except with respect to payments on the Notes and any exchange, transfer or surrender of the Notes, in which case this address will be c/o U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Bond Drop Window, or, at 100 Wall Street, Suite 1600, New York, New York 10005) or such other address as to which the Trustee may give notice to the Issuers.

“Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of September 30, 2011, by and among Vanguard Natural Gas, LLC, as borrower, Citibank N.A., as administrative agent, and certain financial institutions, as lenders, providing for revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (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.

“Credit Agreement Agent” means, at any time, the Person serving at such time as the “Agent” or “Administrative Agent” under the Credit Agreement or any other representative then most recently designated in accordance with the applicable provisions of the Credit Agreement, together with its successors in such capacity.

“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 institutional investors providing for revolving credit loans, term loans, capital market financings, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other borrowings, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including refinancing with any capital markets transaction or otherwise by means of sales of debt securities to institutional investors) in whole or in part from time to time.

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

“Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

“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 withSection 2.06 hereof, substantially in the form ofExhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified inSection 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.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if (x) the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies withSection 4.07, or (y) the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions prior to the Company’s purchase of the Notes as is required to be purchased pursuant to the provisions of this Indenture. The amount (or principal amount) of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

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

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“Enforcement Action” means, with respect to any Priority Lien Debt or any Series of Parity Lien Debt, (a) the taking of any action to enforce any Lien in respect of the Collateral, including the institution of any foreclosure proceedings, the noticing of any public or private sale or other disposition under the Bankruptcy Code or any attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, (b) the exercise of any right or remedy provided to a secured creditor on account of a Lien under the Priority Lien Documents or the Parity Lien Documents, as applicable (including, in either case, any delivery of any notice to seek to obtain payment directly from any account debtor of the Issuers or any Guarantor or the taking of any action or the exercise of any right or remedy in respect of the setoff or recoupment against, collection or foreclosure on or marshalling of the Collateral or proceeds of Collateral), under applicable law, at equity, in an Insolvency or Liquidation Proceeding or otherwise, including the acceptance of Collateral in full or partial satisfaction of a Lien, (c) the sale, assignment, transfer, lease, license, or other disposition as a secured creditor on account of a Lien of all or any portion of the Collateral, by private or public sale (judicial or non-judicial) or any other means, (d) the solicitation of bids from third parties to conduct the liquidation of all or a portion of Collateral as a secured creditor on account of a Lien, (e) the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating to any capital stock composing a portion of the Collateral) whether under the Priority Lien Documents or the Parity Lien Documents, as applicable, under applicable law of any jurisdiction, in equity, in an Insolvency or Liquidation Proceeding, or otherwise, or (f) the appointment of a receiver, manager or interim receiver of all or any portion of the Collateral or the commencement of, or the joinder with any creditor in commencing, any Insolvency or Liquidation Proceeding against the Issuers or any Guarantor or any assets of the Issuers or any Guarantor.

“Equity Interests” of any Person means (1) any and all Capital Stock of such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such Capital Stock of such Person, but excluding from all of the foregoing any debt securities convertible into Equity Interests, regardless of whether such debt securities include any right of participation with Equity Interests.

“Equity Offering” means a sale of Equity Interests of the Company (other than Disqualified Stock and other than to a Subsidiary of the Company) made for cash on a primary basis by the Company after the Issue Date.

“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.

“Excluded Assets” means, together with certain other excluded assets as set forth in the Security Documents:

(1) any oil and gas lease for which there are no associated Proved Reserves;

(2) any lease (other than an oil and gas lease), license, contract or agreement to which the Issuers or any Guarantor is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien under the security documents will constitute or result in a termination under, or a default or breach thereof that would give the other party thereto the right to terminate, any such lease, license, contract or agreement (other than (a) to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law or principles of equity, or (b) to the extent the applicable party has consented to the grant of a Lien on such lease, license, contract or agreement);provided that such lease, license, contract or agreement will cease to be an Excluded Asset immediately and automatically, at such time as such consequences will no longer result;

(3) any assets held by any Unrestricted Subsidiaries;

(4) assets securing purchase money obligations or Capital Lease Obligations permitted to be incurred under this Indenture, solely to the extent the documentation relating thereto prohibits such assets from being Collateral and no Lien on those assets secures any other Indebtedness of the Company or any Restricted Subsidiaries of the Company other than such purchase money obligations or Capital Lease Obligations;

(5) any trucks, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title or ownership of the Company or any Restricted Subsidiary of the Company;

(6) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments;provided that in no event shall any of the principal operating or collection accounts (including any accounts into which any purchaser remits the proceeds for the sale of Hydrocarbons) of the Company constitute “Excluded Assets” hereunder;

(7) any Equity Interests of a Foreign Subsidiary, or any Domestic Subsidiary, that has no material assets other than the Equity Interests of one or more Foreign Subsidiaries (such Domestic Subsidiary being a “FSHCO”) in excess of 65% of the voting rights of all outstanding Equity Interests of such Foreign Subsidiary or FSHCO and any Equity Interests issued by any Foreign Subsidiaries or any FSHCO other than Foreign Subsidiaries and FSHCOs directly owned by an Issuer or any Guarantor;

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

(9) any intent-to-use trademark or service mark application to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service mark application under applicable federal law; and

(10) receivables of the Issuers or any Guarantor that are transferred or in respect of which security interests are granted under a Receivables Facility.

“Existing Indebtedness” means all Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date, until such amounts are repaid.

“Existing Unsecured Notes” means the Issuers’ 7.875% Senior Notes due 2020 that are outstanding on the Issue Date, as may be amended, modified, refinanced, renewed or replaced.

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

“Finance Corp.” means VNR Finance Corp., and any and all successors thereto.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the 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 Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of such period to the Calculation Date had been the applicable rate for the entire period (taking into account any interest Hedging Obligation applicable to such Indebtedness, but if the remaining term of such interest Hedging Obligation is less than twelve months, then such interest Hedging Obligation shall only be taken into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of such Person, the interest rate shall be calculated by applying such option rate chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as such Person may designate.

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

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions of assets used or useful in the Oil and Gas Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and the Consolidated Cash Flow for such reference period will be calculated giving pro forma effect to any expense and cost reductions or synergies that have occurred or are reasonably expected to occur, in the reasonable judgment the Company’s principal financial or accounting officer (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the Commission related thereto);

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

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

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

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

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

(1) the consolidated interest expense (less interest income) of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (excluding (i) any interest attributable to Dollar-Denominated Production Payments; (ii) write-off of deferred financing costs; (iii) commissions, discounts, yield and other fees and charges (including interest) incurred in connection with any Receivables Facility or any other transaction pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets of the type specified in the definition of “Receivables Facility”; and (iv) accretion of interest charges on future plugging and abandonment obligations, future retirement benefits and other obligations that do not constitute Indebtedness, but including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations 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) any interest on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock of such Person or any series of Preferred Stock of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person,

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

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time.

“Global Note Legend” means the legend set forth inSection 2.06(f)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means each of the Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form ofExhibit A hereto, and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance withSections 2.01,2.06(b),2.06(c),2.06(d) or2.06(e) 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.

“Grantors” means the Issuers, the Guarantors and any other person (if any) that provides collateral security for any Secured Debt Obligations.

“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). When used as a verb, “Guarantee” has a correlative meaning.

“Guarantors” means any Subsidiary of the Company that Guarantees the Notes 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 any (a) Interest Rate Agreement and (b) Oil and Gas Hedging Contract.

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

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous Hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“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 ofExhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

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

(3) in respect of bankers’ acceptances;

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

(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; or

(6) representing any Hedging Obligations,

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

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

(1) such Indebtedness is the obligation of a Joint Venture;

(2) such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a “Joint Venture General Partner”); and

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

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

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

“Indenture” has the meaning attributed thereto in the first paragraph of this instrument, as amended or supplemented from time to time.

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

“Initial Notes” means the first $75,634,000 aggregate principal amount of Notes issued under this Indenture on the Issue Date.

“Insolvency or Liquidation Proceeding” means:

(a) any case commenced by or against an Issuer or any Guarantor under the Bankruptcy Code or any other Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of an Issuer or any Guarantor, any receivership or assignment for the benefit of creditors relating to an Issuer or any Guarantor or any similar case or proceeding relative to an Issuer or any Guarantor or its creditors, as such, in each case whether or not voluntary;

(b) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to an Issuer or any Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(c) any other proceeding of any type or nature in which substantially all claims of creditors of an Issuer or any Guarantor are determined and any payment or distribution is or may be made on account of such claims.

“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 is not also a QIB.

“Intercreditor Agreement” means the Intercreditor Agreement among the Collateral Trustee, the Priority Lien Collateral Agent, the Issuers, the Guarantors and the other parties from time to time party thereto, to be entered into on the Issue Date, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture.

“Interest Rate Agreement” means any interest rate swap agreement (whether from fixed to floating or from floating to fixed), interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement designed to protect the Company or any of its Restricted Subsidiaries against fluctuations in interest rates and is not for speculative purposes.

“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 (1) commission, travel and similar advances to officers and employees made in the ordinary course of business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities (excluding any interest in an oil or natural gas leasehold to the extent constituting a security under applicable law), together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph ofSection 4.07. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph ofSection 4.07. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value or write-ups, write-downs or write-offs with respect to such Investment.

“Issue Date” means February 10, 2016.

“Joint Venture” means a partnership or joint venture that is not a Restricted Subsidiary.

“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, except in connection with any Receivables Facility, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction or Production Payments and Reserve Sales and the like payable out of Oil and Gas Properties other than a precautionary financing statement respecting a lease not intended as a security agreement.

“Limited Liability Company Agreement” means that certain Fifth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 15, 2014, as in effect on the Issue Date.

“Modified ACNTA” means, as of any date of determination, an amount equal to the Company’s Adjusted Consolidated Net Tangible Assets calculated as of a date not more than 30 days prior to the date of determination (the “calculation date”), on the following basis:

(a) in lieu of commodity pricing of future net revenues based on SEC guidelines, Modified ACNTA Prices shall be used after giving effect to all commodity derivatives contracts in effect as of the date of determination as determined in good faith by the Company,

(b) such calculation shall be based on then current estimates of costs determined in good faith by the Company in light of prevailing market conditions,

(c) any assets or liabilities relevant to such calculation of Restricted Subsidiaries that are not Guarantors shall be disregarded in such calculation, and

(d) Consolidated Net Working Capital will be calculated without including net cash proceeds of the Notes.

“Modified ACNTA Prices” means, as of any date of determination, the forward month prices for the most comparable hydrocarbon commodity applicable to such future production month for a five year period (or such shorter period if forward month prices are not quoted for a reasonably comparable hydrocarbon commodity for the full five year period), with such prices held constant thereafter based on the last quoted forward month price of such period, as such prices are (i) quoted on the NYMEX (or its successor) as of the calculation date (as defined in the definition of Modified ACNTA) and (ii) adjusted for energy content, quality and basis differentials;provided that with respect to estimated future production for which prices are defined, within the meaning of SEC guidelines, by contractual arrangements excluding escalations based upon future conditions, then such contract prices shall be applied to future production subject to such arrangements.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to the ratings business thereof.

“Mortgages” means all mortgages, deeds of trust and similar documents, instruments and agreements (and all amendments, modifications and supplements thereof) creating, evidencing, perfecting or otherwise establishing the Liens on Oil and Gas Properties and other related assets to secure payment of the Notes and the Note Guarantees or any part thereof.

“Net Proceeds” means the aggregate cash proceeds and Cash Equivalents received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale but excluding any non-cash consideration deemed to be cash for purposes ofSection 4.10), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than revolving credit Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP.

“Non-Recourse Debt” means Indebtedness:

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

(2) as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of the Company or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary), except for Customary Recourse Exceptions.

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

“Note Documents” means this Indenture, the Notes, the Note Guarantees, the Collateral Trust Agreement, the Security Documents and the Intercreditor Agreement.

“Note Guarantee” means the Guarantee by each Guarantor of the Issuers’ obligations under this Indenture and the Notes, as provided inArticle X hereof.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional 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 and any Additional Notes.

“Obligations” means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereof after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating 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 each of the Company and Finance Corp., in the case of the Company by two of its Officers and in the case of Finance Corp. by two of its Officers, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company or Finance Corp, as the case may be, that meets the requirements ofSection 12.05 hereof.

“Oil and Gas Business” means (i) the acquisition, exploration, development, production, operation and disposition of interests in oil, gas and other Hydrocarbon properties, (ii) the gathering, marketing, treating, processing (but not refining), storage, selling and transporting of any production from such interests or properties, (iii) any business relating to exploration for or development, production, treatment, processing (but not refining), storage, transportation or marketing of oil, gas and other minerals and products produced in association therewith and (iv) any activity that is, in the Company’s reasonable judgment, ancillary, complementary or incidental to or necessary or appropriate for the activities described in clauses (i) through (iii) of this definition.

“Oil and Gas Hedging Contracts” means any puts, cap transactions, floor transactions, collar transactions, forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement in respect of Hydrocarbons to be used, produced, processed or sold by the Company or any of its Restricted Subsidiary that are customary in the Oil and Gas Business and designed to protect such Person against fluctuation in Hydrocarbons prices and not for speculative purposes.

“Oil and Gas Properties” means (a) Hydrocarbon Interests, (b) the properties now or hereafter pooled or unitized with Hydrocarbon Interests, (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any governmental authority) which may affect all or any portion of the Hydrocarbon Interests, (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests, (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests, (f) all tenements, hereditaments, appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all properties, rights, titles, interests and estates described or referred to above, including any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or property (excluding drilling rigs, automotive equipment, rental equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, gas processing plants and pipeline systems and any related infrastructure to any thereof, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee that meets the requirements ofSection 12.05 hereof. Such counsel may be an employee of or counsel to the Company, any Subsidiary of the Company, or the Trustee.

“Parity Lien” means a Lien granted by an Issuer or any Guarantor in favor of the Collateral Trustee pursuant to a Security Document, at any time, upon any property of any Issuer or any Guarantor to secure Parity Lien Obligations.

“Parity Lien Debt” means:

(a) the Notes issued on the Issue Date and Note Guarantees thereof; and

(b) any other Indebtedness (other than intercompany Indebtedness owing to the Company or its Subsidiaries) of the Issuers or any Guarantor (including Additional Notes and Note Guarantees thereof and replacements of Parity Lien Debt with other Parity Lien Debt to the extent contemplated and permitted by the Intercreditor Agreement) that is secured equally and ratably with the Notes by a Parity Lien that was permitted to be incurred under clause (1), (3) or (5) (insofar as such Indebtedness permitted to be incurred under clause (5) refunds, refinances, extends, replaces, renews or defeases Indebtedness incurred under clause (1) or (3) of the definition of “Permitted Debt”) of the definition of “Permitted Debt” and also permitted to be incurred and so secured under each applicable Secured Debt Document;provided that, in the case of any Indebtedness referred to in clause (b) of this definition (except that clauses (i)-(iv) below do not apply with respect to Additional Notes issued under this Indenture):

(i) on or before the date on which such Indebtedness is incurred by the Issuers or any Guarantor, such Indebtedness is designated by the Issuers, in an Officers’ Certificate delivered to each Parity Lien Representative and the Collateral Trustee, as “Parity Lien Debt,” and such Officers’ Certificate also certifies that such Indebtedness is permitted and with respect to any other requirements set forth in the Intercreditor Agreement;

(ii) a Parity Lien Representative is designated with respect to such Indebtedness and executes and delivers (A) an Additional Secured Debt Designation on behalf of itself and all holders of such Indebtedness; (B) a joinder to the Collateral Trust Agreement on behalf of itself and all holders of such Indebtedness and does not have any senior or junior rights with respect to the application of proceeds from Collateral other than as provided in the Collateral Trust Agreement and (C) other than in the case of any Additional Notes, the Parity Lien Representative of such Parity Lien Debt shall have executed a joinder to the Intercreditor Agreement in the form provided therein;

(iii) all relevant filings and recordations necessary to ensure that such Indebtedness is secured by the Collateral in accordance with the applicable Security Documents are authorized, executed (if applicable) and recorded in each appropriate jurisdiction (provided that this clause (iii) may be satisfied on a post-closing basis if permitted by the Parity Lien Representative); and

(iv) all requirements set forth in the Collateral Trust Agreement and the other Parity Lien Documents as to the confirmation, grant or perfection of the Collateral Trustee’s Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements and the other provisions of this clause (iv) will be conclusively established if the Company delivers to the Collateral Trustee an Officers’ Certificate stating that such requirements and other provisions have been satisfied and that such Indebtedness is permitted to be incurred by each Parity Lien Document and secured with a Lien equally and ratably with all previously existing and future “Parity Lien Debt”).

“Parity Lien Documents” means, collectively, the Note Documents and any additional indenture, supplemental indenture, credit agreement or other agreement governing each other Series of Parity Lien Debt and the Security Documents (other than any Security Documents that do not secure Parity Lien Obligations).

“Parity Lien Obligations” means Parity Lien Debt and all other Obligations in respect thereof.

“Parity Lien Purchaser Representative” means (a) initially, the Trustee or (b) such other Person that is appointed from time to time by the Parity Lien Representatives to replace the Trustee (or subsequent Parity Lien Purchaser Representative) pursuant to a written notice to the Priority Lien Collateral Agent.

“Parity Lien Representative” means:

(a) in the case of the Notes, the Trustee; or

(b) in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who (a) is appointed as a Parity Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Parity Lien Debt, together with its successors in such capacity, and (b) has become a party to the Collateral Trust Agreement as a “Parity Lien Representative” by executing the Collateral Trust Agreement on the Issue Date or, at any time after the Issue Date, a joinder in the form required under the Collateral Trust Agreement.

“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 Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of any other Person existing at the time (a) such Person became a Restricted Subsidiary of the Company or (b) such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries;provided that on the date such Person became a Restricted Subsidiary or the date such Person was merged or consolidated with or into the Company or any of its Restricted Subsidiaries, as applicable, any of:

(1) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Company or such Person (if the Company is not the survivor in the transaction) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth inSection 4.09(a) hereof;

(2) immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, the Fixed Charge Coverage Ratio of the Company or such Person (if the Company is not the survivor in the transaction) is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction; or

(3) immediately after giving effect to such transaction on a pro forma basis, the Consolidated Net Worth of the Company would be greater than the Consolidated Net Worth of the Company immediately prior to such transaction.

“Permitted Business Investments” means Investments made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business as a means of actively exploiting, exploring for, acquiring, developing, processing, gathering, marketing or transporting oil and natural gas through agreements, transactions, interests or arrangements which permit one to share risks or costs, comply with regulatory requirements regarding local ownership or satisfy other objectives customarily achieved through the conduct of Oil and Gas Business jointly with third parties, consisting of the following or other similar investments and/or expenditures, (i) ownership interests in oil, natural gas, other Hydrocarbon properties or any interest therein or gathering, transportation, processing, storage or related systems, (ii) Investments in the form of or pursuant to operating agreements, processing agreements, farm-in agreements, farm-out agreements, developments agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, subscription agreements, stock purchase agreements and other similar agreements with third parties, excluding, however, Investments in any corporation, partnership or limited liability company, and (iii) direct or indirect ownership interests in drilling rigs, fracturing units and other related equipment.

“Permitted Collateral Liens” means Liens in clauses (3), (4), (5), (6) (except to the extent such Liens apply to any Oil and Gas Property), (7), (10), (13), (15), (16), (21) and (25) (in respect of the refinancing of any other Permitted Collateral Lien) of the definition of “Permitted Liens” that, by operation of law, have priority over the Parity Liens.

“Permitted Investments” means:

(1) any Investment in the Company (including, without limitation, through the purchase of any Notes) or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

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

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

(b) such Person 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;

(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 withSection 4.10, including pursuant to an Asset Swap;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) any Investments received in compromise or resolution of (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;

(7) Investments represented by Hedging Obligations;

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

(9) loans or advances to officers, directors or employees made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company;

(10) repurchases of the Notes;

(11) any Guarantee of Indebtedness permitted to be incurred bySection 4.09 hereof other than a Guarantee of Indebtedness of an Affiliate of the Company that is not a Restricted Subsidiary of the Company;

(12) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date;provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;

(13) Investments acquired after the Issue Date as a result of the acquisition by the Company or any Restricted Subsidiary of the Company of another Person, including by way of a merger, amalgamation or consolidation with or into the Company or any Restricted Subsidiary of the Company in a transaction that is not prohibited bySection 5.01 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(14) Permitted Business Investments;

(15) Investments received as a result of a foreclosure by, or other transfer of title to, the Company or any of its Restricted Subsidiaries with respect to any secured Investment in default;

(16) the acquisition by a Receivables Subsidiary in connection with a Receivables Facility of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Receivables Facility; and any other Investment by the Company or a Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Receivables Facility,provided, that such other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Receivables Facility; and

(17) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding that do not exceed the greater of (a) $50.0 million and (b) 5.0% of Modified ACNTA;provided,however, that if any Investment pursuant to this clause (17) is made in any 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 of the Company.

“Permitted Liens” means:

(1) Liens securing Priority Lien Obligations and Parity Lien Obligations;

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

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

(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;

(5) Liens to secure the performance of statutory obligations, insurance, surety or appeal bonds, workers’ compensation obligations, bid, plugging and abandonment and performance bonds or other obligations of a like nature incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations);

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

(7) Liens existing on the Issue Date (other than Priority Liens);

(8) [Reserved];

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

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

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

(12) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture;provided,however, that

(a) the new Lien is 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 Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such 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;

(13) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(14) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(15) bankers’ Liens, rights of setoff, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(16) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(17) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(18) grants of software and other technology licenses in the ordinary course of business;

(19) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(20) Liens in respect of Production Payments and Reserve Sales;provided that such Liens are limited to the property that is subject to such Production Payments and Reserve Sales;

(21) Liens arising under oil and natural gas leases or subleases, assignments, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, licenses, sublicenses and other agreements which are customary in the Oil and Gas Business;provided,however, in all instances that such Liens are limited to the assets that are the subject of the relevant agreement, program, order or contract;

(22) Liens to secure performance of Hedging Obligations and in respect of Bank Product Obligations of the Company or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business and not for speculative purposes;

(23) Liens incurred in the ordinary course of business of the Company or any Guarantor with respect to Obligations not to exceed in aggregate principal amount the greater of (i) $25.0 million and (ii) 1.0% of the Company’s Modified ACNTA at any one time outstanding;

(24) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; and

(25) any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (24) above;provided that (a) the principal amount of the Indebtedness secured by such Lien is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection therewith and by an amount equal to any existing commitments unutilized thereunder and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby (other than improvements thereon, accessions thereto and proceeds thereof).

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

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date that is (a) later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;

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

(4) such Indebtedness is not incurred (other than by way of a Guarantee) by a Restricted Subsidiary of the Company (other than Finance Corp.) if the Company is the issuer or other primary obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

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

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

“Preferred Stock” means, with respect to any Person, any and all preferred or preference stock or other similar Equity Interests (however designated) of such Person whether outstanding or issued after the Issue Date.

“Present Value” means, as of any date of determination, the discounted net present value, on a pre-income tax basis, of projected future cash flows from the production of the Company’s and the Guarantors’ Proved Reserves: (1) calculated in accordance with the SEC guidelines but using Modified ACNTA Prices as of such date of determination; (2) discounted using an annual discount rate of 10%; (3) as set forth in a Reserve Report evaluating the Company’s and the Guarantors’ Proved Reserves as of the immediately preceding fiscal quarter end or fiscal year end, as applicable, which, in the case of the fiscal year end Reserve Report only, shall be prepared or audited by independent petroleum engineers; (4) adjusted to give effect to the Oil and Gas Hedging Contracts permitted by this Indenture as in effect on the date of such determination; and (5) in all cases, adjusted to give pro forma effect to all dispositions and acquisitions completed since the date of the applicable Reserve Report.

“Priority Lien” means a Lien granted by the Company or any Guarantor in favor of the Priority Lien Collateral Agent, at any time, upon any Property of the Company or any Guarantor to secure Priority Lien Obligations (including Liens on such collateral under the security documents associated with any Refinancing Credit Facility).

“Priority Lien Cap” means, as of any date, (a) the principal amount of Indebtedness (including any interest paid-in-kind) that may be incurred under clause (1) of the definition of “Permitted Debt” as of such date, plus (b) the amount of all Hedging Obligations, to the extent such Hedging Obligations are secured by the Priority Liens, plus (c) the amount of all Bank Product Obligations to the extent such Bank Product Obligations are secured by the Priority Liens, plus (d) the amount of accrued and unpaid interest (excluding any interest paid-in-kind) and outstanding fees, to the extent such Obligations are secured by the Priority Liens. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether or not drawn.

“Priority Lien Collateral Agent” means the Credit Agreement Agent (or other Person designated by the Credit Agreement Agent), or if the Credit Agreement ceases to exist, the collateral trustee or other representative of lenders or holders of Priority Lien Obligations designated pursuant to the terms of the Priority Lien Documents and the Intercreditor Agreement.

“Priority Lien Debt” means Indebtedness of the Issuers and the Guarantors under the Credit Agreement (including letters of credit (with outstanding letters of credit being deemed to have a principal amount equal to the stated amount thereof) and reimbursement obligations with respect thereto) or any Refinancing Credit Facility, in each case, that is subject to the Intercreditor Agreement and permitted to be incurred under clause (1) of the definition of “Permitted Debt” and secured under each applicable Secured Debt Document;provided, in the case of Indebtedness under any Refinancing Credit Facility, that:

(a) on or before the date on which such Indebtedness is incurred under such Refinancing Credit Facility, such Indebtedness is designated by an Issuer, in an Officers’ Certificate delivered to the Priority Lien Collateral Agent and the Collateral Trustee, as “Priority Lien Debt” for the purposes of the Secured Debt Documents;provided that if such Indebtedness is designated as “Priority Lien Debt,” it cannot also be designated as Parity Lien Debt (or any combination of the two);

(b) the Collateral Trustee or other representative with respect to such Indebtedness, the Priority Lien Collateral Agent, the Collateral Trustee, each Issuer and each applicable Guarantor have duly executed and delivered a joinder to the Intercreditor Agreement or a new Intercreditor Agreement substantially similar to the Intercreditor Agreement, as in effect on the Issue Date, and in a form reasonably acceptable to each of the parties thereto;

(c) the aggregate outstanding principal amount of the Priority Lien Obligations, after giving effect to such Refinancing Credit Facility, shall not exceed the Priority Lien Cap;

(d) all other requirements set forth in the Intercreditor Agreement as to the confirmation, grant or perfection of the Priority Lien Collateral Agent Liens to secure such Indebtedness or Obligations in respect thereof are satisfied; and

(e) such Indebtedness (other than any DIP Financing that is permitted by the Intercreditor Agreement (as defined thereunder)) ispari passu in right of payment, it being understood that there may be different tranches of Priority Lien Debt with different maturities and amortization profiles, but the principal amount of Indebtedness under all such tranches must in all other respects bepari passu in right of payment. Any such Indebtedness (other than any such DIP Financing) that is not consistent with the foregoing requirement forpari passu treatment in right of payment with the revolving credit loans under the Priority Lien Documents shall not constitute Priority Lien Debt.

“Priority Lien Documents” means the Credit Agreement and any Refinancing Credit Facility pursuant to which any Priority Lien Debt is incurred and the documents pursuant to which Priority Liens are granted.

“Priority Lien Obligations” means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt and Hedging Obligations and Bank Product Obligations, in each case, that are permitted (or not prohibited) to be incurred and secured by a Priority Lien under the terms of each applicable Priority Lien Document.

“Private Placement Legend” means the legend set forth inSection 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Production Payments” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively.

“Production Payments and Reserve Sales” means the grant or transfer by the Company or any of its Restricted Subsidiaries to any Person of a royalty, overriding royalty, net profits interest, Production Payment, 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 any of its Restricted Subsidiaries.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Proved Reserves” has the meaning assigned to such term under Rule 4-10(22) of Regulation S-X.

“Proved Reserves Coverage Ratio” means, as of any date of determination, the ratio of (i) the Present Value of the Company’s and the Guarantors’ Proved Reserves to (ii) the aggregate outstanding principal amount of Secured Debt as of the date of determination.

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

“Receivables Facility” means one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, (a) the Obligations of which are non-recourse (except for Securitization Undertakings made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Company or any of its Restricted Subsidiaries sells its accounts receivable to either (i) a Person that is not a Restricted Subsidiary or (ii) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary, in each case, with the same or different arrangements, agents, lenders, borrowers or issuer and, in each case, as amended, restated, amended and restated, supplemented, waived, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified in whole or in part from time to time and (b) each of which meets the following conditions: (i) the Board of Directors of the Company shall have determined in good faith that such receivable financing facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the applicable Restricted Subsidiary or Receivables Subsidiary and (ii) all sales and/or contributions of assets to the applicable Person or Receivables Subsidiary are made at Fair Market Value (as determined in good faith by the Company).

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary of the Company (i) that is formed for the purpose of, and that engages in no business or other activities other than pursuant to one or more Receivables Facilities and other activities reasonably related thereto and (ii) is designated as a Receivables Subsidiary by the Board of Directors of the Company, evidenced to the Trustee by filing with the Trustee a certified copy of the resolutions of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the conditions set forth in the foregoing clause (i).

“Refinancing Credit Facility” means any Credit Facility that refunds, refinances or replaces the Credit Agreement or any other Refinancing Credit Facility, in each case, in whole and with all commitments thereunder terminated, or, to the extent permitted by the terms of the Credit Agreement or such Refinancing Credit Facility so refunded, refinanced or replaced, in part.

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

“Regulation S Global Note” means a Global Note substantially in the form ofExhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

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

“Required Parity Lien Debtholders” means, at any time, the holders of a majority in aggregate principal amount of all Parity Lien Debt then outstanding, calculated in accordance with Section 7.2 of the Collateral Trust Agreement. For purposes of this definition, Parity Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding.

“Reserve Report” means a report setting forth the Proved Reserves attributable to certain Oil and Gas Properties of the Company and the Guarantors, together with a projection of the rate of production and future net income, taxes, operating expenses, present value of Proved Reserves (discounted at 10%) and capital expenditures with respect thereto as of such date, based upon the pricing assumptions consistent with SEC reporting at the time as well as Modified ACNTA Prices as of the date of such report, in each case, in substantially the same form of Reserve Report required as of the Issue Date be delivered under the Credit Agreement.

“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) 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.

“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, a division of McGraw Hill Financials, Inc., and any successor to the ratings business thereof.

“Secured Debt” means Priority Lien Debt and Parity Lien Debt.

“Secured Debt Documents” means the Priority Lien Documents and the Parity Lien Documents.

“Secured Debt Obligations” means Parity Lien Obligations and Priority Lien Obligations.

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

“Securitization Undertakings” means representations, warranties, covenants, repurchase obligations, 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 required by a seller or servicer (or parent of such seller or servicer) in a Receivables Facility.

“Security Documents” means the Collateral Trust Agreement, each joinder agreement required by the Collateral Trust Agreement, this Indenture (insofar as the same grants a Lien on Collateral) and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company or any Guarantor creating (or purporting to create) a Parity Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the Parity Lien Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and the provisions of the Collateral Trust Agreement.

“Series of Parity Lien Debt” means, severally, the Notes and each other issue or series of Parity Lien Debt for which a single transfer register is maintained.

“Significant Subsidiary” means any Restricted 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 Issue Date.

“Start Date” means April 4, 2012.

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

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

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

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Treasury Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer (including electronic funds transfer), automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, interstate depository network services, account reconciliation and reporting and trade finance services and other cash management services.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) 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, 2019;provided,however, that if the period from the redemption date to February 15, 2019, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The Company will (a) calculate the Treasury Rate on the second Business Day preceding the applicable redemption date and (b) prior to such redemption date file with the Trustee an Officers’ Certificate setting forth the Applicable Premium and the Treasury Rate and showing the calculation of each in reasonable detail.

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

“Unrestricted Definitive Note” means 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 any Subsidiary of the Company (excluding Finance Corp. but including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt owing to any Person other than the Company or any of its Restricted Subsidiaries;

(2) except as permitted bySection 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee would be released upon such designation.

All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.

“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 entitling the holders thereof (whether at all times or only so long as no senior class of Capital Stock has voting power by reason of any contingency) to vote in the election of members 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.

Section 1.02 Other Definitions.

Term	Defined in Section

“Affiliate Transaction”	4.11
“Alternate Offer”	4.15
“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
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Incremental Funds”	4.07
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Payment Default”	6.01
“Permitted Debt”	4.09
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.07
“Surviving Entity”	5.01
“Trailing Four Quarters”	4.07

Section 1.03 [Reserved].

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

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

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance withGAAP;

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

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

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

(g) references to sections oforrules under theSecurities Act willbe deemed to include substitute, replacement of successor sectionsorrules adopted by theSECfrom time to time.

Article II.
THE NOTES

Section 2.01 Form and Dating.

(a) General. TheNotesand theTrustee’s certificate of authenticationwillbe substantially in the form ofExhibit A hereto. TheNotesmay have notations, legendsorendorsements required by law, stock exchange ruleorusage. EachNote willbe dated the date of its authentication. TheNotesshall be in denominations of $1,000 and integral multiplesof $1,000 in excess thereof.

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.Notesissued in global formwillbe substantially in the form ofExhibit A (including theGlobal Note Legendthereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).Notesissued in definitive formwillbe substantially in the form ofExhibit A hereto (but without theGlobal Note Legendthereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). EachGlobalNotewillrepresent such of theoutstanding Notesaswillbe specified therein and each shall provide that itrepresents the aggregate principal amountofoutstanding Notesfrom time to time endorsed thereon andthat the aggregate principal amountofoutstanding Notesrepresented thereby may from time to time be reducedorincreased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increaseordecreasein the aggregate principal amountofoutstanding Notesrepresented therebywillbe made by theTrustee ortheCustodian, at the direction of theTrustee, in accordance with instructions given by theHolderthereof as required bySection2.06hereof.

(c) EuroclearandClearstreamProcedures 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”ofClearstream willbe applicable to transfers of beneficial interests in theRegulation S Global Notethat are held byParticipantsthroughEuroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for each Issuer by manual, facsimile or electronically transmitted 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 an Officer of each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional 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 inSection 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 Company.

Section 2.03 RegistrarandPaying 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 (at its office in New York, New York indicated in the definition of Corporate Trust Office of the Trustee inSection 1.01 hereof) and to act as Custodian with respect to the Global Notes.

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 of, or premium or interest, if any, 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) will have no further liability for the money. If the Issuers or a Subsidiary 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. 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.

Section 2.06 TransferandExchange.

(a) TransferandExchangeofGlobal Notes. A Global Note may not be transferred except as a whole by theDepositaryto a nominee of theDepositary, by a nominee of theDepositaryto theDepositary orto another nominee of theDepositary,orby theDepositary orany such nominee to a successorDepositary ora nominee of such successorDepositary. AllGlobal Notes willbe exchanged by theIssuersforDefinitive Notesif:

(1) theIssuersdeliver to theTrusteenotice from theDepositarythat it is unwillingorunable to continue to act asDepositary orthat it is no longer a clearing agency registered under theExchange Actand, in either case, a successorDepositaryis not appointed by theCompanywithin 90 days after the date of such notice from theDepositary;

(2) theIssuers, at their option but subject toDTC’s requirements, determine that theGlobal Notes(in whole but not in part) should be exchanged forDefinitive Notesand deliver a written notice to such effect to theTrustee;or

(3) there has occurred and iscontinuinganEventofDefaultwith respect to theNotes, and theDepositarynotifies theTrusteeof its decision to exchange theGlobal Notes for Definitive 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 inSections 2.07 and2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to thisSection 2.06 orSection 2.07 or2.10 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 thisSection 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided inSection 2.06(b),(c) or(f) hereof.

(b) TransferandExchangeof Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in theGlobal Notes willbe effected through theDepositary, in accordance with the provisions of thisIndentureand theApplicable Procedures. Beneficial interests in theRestricted Global Notes willbe subject to restrictions on transfer comparable to those set forth herein to the extent required by theSecurities Act.Transfersof beneficial interests in theGlobal Notesalsowillrequire compliance with either subparagraph(1) or (2)below, as applicable, as well as oneormore of the other following subparagraphs, as applicable:

(1) Transferof Beneficial Interests in the Same Global Note. Beneficial interests in anyRestricted Global Notemay be transferred toPersons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Notein accordance with the transfer restrictions set forth in thePrivate Placement Legend;provided,however, that prior to the expiration of theRestricted Period, transfers of beneficial interests in theRegulation S Global Notemay not be made to aU.S. Person orfor the accountorbenefit of aU.S. Person(other than an initial purchaser of Notes). Beneficial interests in anyUnrestricted Global Notemay be transferred toPersons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written ordersorinstructions shall be required to be delivered to theRegistrarto effect the transfers described in thisSection2.06(b)(1).

(2) All Other Transfers andExchangesof Beneficial Interests inGlobal Notes. In connection with all transfers and exchanges of beneficial interests that are not subject toSection2.06(b)(1)above, the transferor of such beneficial interest must deliver to theRegistrareither:

(A) both:

(ii) instructions given in accordance with theApplicable Procedurescontaining information regarding theParticipantaccount to be credited with such increase;or

(B) both:

(i) a written order from aParticipant oranIndirect Participantgiven to theDepositaryin accordance with theApplicable Proceduresdirecting theDepositaryto creditorcause to be crediteda beneficial interest in another Global Notein an amount equal to the beneficial interest to be transferredorexchanged; and a written order from aParticipant oranIndirect Participantgiven to theDepositaryin accordance with theApplicable Proceduresdirecting theDepositaryto cause to be issued aDefinitive Notein an amount equal to the beneficial interest to be transferredorexchanged; and

(ii) instructions given by theDepositaryto theRegistrarcontaining information regarding thePersonin whose name suchDefinitive Noteshall be registered to effect such transferorexchange referred to in clause(1)above.

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 toSection 2.06(g) hereof.

(3) Transferof Beneficial Interests to AnotherRestricted Global Note. A beneficial interest in anyRestricted Global Notemay betransferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note ifthe transfer complies with the requirements ofSection2.06(b)(2)above and theRegistrarreceives the following:

(A) if the transfereewill take delivery in the form of a beneficial interest in the144A Global Note, then the transferor mustdeliver a certificate in the form ofExhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfereewill take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor mustdeliver a certificate in the form ofExhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfereewill take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form ofExhibit B hereto, including the certifications, certificates andOpinion of Counselrequired by item (3) thereof, if applicable.

(4) TransferandExchangeof Beneficial Interests in aRestricted Global Notefor Beneficial Interests in anUnrestricted Global Note. A beneficial interest in anyRestricted Global Notemay be exchanged by anyholderthereof for a beneficial interest in anUnrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Noteif the exchangeortransfer complies with the requirements ofSection2.06(b)(2)above and theRegistrarreceives the following:

(A) if theholderof such beneficial interest in aRestricted Global Noteproposes toexchange such beneficial interest for a beneficial interest inanUnrestricted Global Note, a certificate from such holder in the form ofExhibit C hereto, including the certifications in item (1)(a) thereof;or

(B) if theholderof such beneficial interest in aRestricted Global Noteproposes to transfer such beneficial interest to aPerson 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 ofExhibitB hereto, including the certifications in item (4) thereof;

and, in each such case, 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.

If any such transfer is effected pursuant to thisSection 2.06(b)(4) 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 withSection 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 thisSection 2.06(b)(4).

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.

(1) Beneficial Interests inRestricted Global NotestoRestricted Definitive Notes. If anyholderof a beneficial interest in aRestricted Global Noteproposes to exchange such beneficial interest for aRestricted Definitive Note ortotransfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by theRegistrarof the following documentation:

(A) if theholderof such beneficial interest in aRestricted Global Noteproposes to exchange such beneficial interest for aRestricted Definitive Note, a certificate from such holder in the form ofExhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferredto aQIBin accordance withRule 144A,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferredto aNon-U.S. Personin an offshore transaction in accordance withRule 903 or Rule 904,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferredpursuant to an exemption from the registration requirements of theSecurities Actin accordance withRule 144,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferredto anInstitutional Accredited Investorin reliance on an exemption from the registration requirements of theSecurities Actother than those listed in subparagraphs(B) through (D)above,a certificate to the effect set forth inExhibit B hereto, including the certifications, certificates andOpinion of Counselrequired by item (3) thereof, if applicable;

(F) ��if such beneficial interest is being transferredto theCompany orany of itsSubsidiaries,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (3)(b) thereof;or

(G) if such beneficial interest is being transferredpursuant to an effective registration statement under theSecurities Act,a certificate to the effect set forth inExhibit 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 toSection 2.06(g) 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 thisSection 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 thisSection 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests inRestricted Global NotestoUnrestricted Definitive Notes. Aholderof a beneficial interest in aRestricted Global Notemay exchange such beneficial interest for anUnrestricted Definitive Note ormaytransfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Noteonly if theRegistrarreceives the following:

(A) if theholderof such beneficial interest in aRestricted Global Noteproposes to exchange such beneficial interest for anUnrestricted Definitive Note, a certificate from such holder in the form ofExhibit C hereto, including the certifications in item (1)(b) thereof;or

(B) if theholderof such beneficial interest in aRestricted Global Noteproposes to transfer such beneficial interest to aPerson who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form ofExhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in thisSection 2.06(c)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Beneficial Interests inUnrestricted Global NotestoUnrestricted Definitive Notes. If anyholderof a beneficial interest in anUnrestricted Global Noteproposes to exchange such beneficial interest for an UnrestrictedDefinitive Note ortotransfer such beneficial interest to a Person who takes delivery thereof in the form ofan UnrestrictedDefinitive Note, then, upon satisfaction ofthe conditions set forth inSection 2.06(b)(2) hereof, theTrustee will cause the aggregate principal amountof the applicableUnrestricted Global Noteto be reduced accordingly pursuant toSection 2.06(g) hereof, and theIssuers willexecute and theTrustee willauthenticate and deliver to thePersondesignated in the instructions an UnrestrictedDefinitive Notein the appropriate principal amount. AnyDefinitive Noteissued in exchange for a beneficial interest pursuant to thisSection2.06(c)(3) willbe registered in such nameornames and in such authorized denominationordenominations as theholderof such beneficial interest requests through instructions to theRegistrarfromorthrough theDepositaryand theParticipant or Indirect Participant. TheTrustee willdeliver suchDefinitive Notesto thePersonsin whose names suchNotesare so registered. AnyDefinitive Noteissued in exchange for a beneficial interest pursuant to thisSection2.06(c)(3) willnot bear thePrivate Placement Legend.

(d) TransferandExchangeofDefinitive Notesfor Beneficial Interests.

(1) Restricted Definitive Notesto Beneficial Interests inRestricted Global Notes. If anyHolderof aRestricted Definitive Noteproposes toexchange such Note for a beneficial interest inaRestricted Global Note ortotransfer 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 theRegistrarof the following documentation:

(A) if theHolderof suchRestricted Definitive Noteproposes toexchange such Note for a beneficial interest inaRestricted Global Note, a certificate from such Holder in the form ofExhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferredto aQIBin accordance withRule 144A,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferredto aNon-U.S. Personin an offshore transaction in accordance withRule 903 or Rule 904,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferredpursuant to an exemption from the registration requirements of theSecurities Actin accordance withRule 144,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferredto anInstitutional Accredited Investorin reliance on an exemption from the registration requirements of theSecurities Actother than those listed in subparagraphs(B) through (D)above,a certificate to the effect set forth inExhibit B hereto, including the certifications, certificates andOpinion of Counselrequired by item (3) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferredto theIssuers orany of theCompany’sSubsidiaries,a certificate to the effect set forth inExhibit B hereto, including the certifications in item (3)(b) thereof;or

(G) if such Restricted Definitive Note is being transferredpursuant to an effective registration statement under theSecurities Act,a certificate to the effect set forth inExhibit 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 Notesto Beneficial Interests inUnrestricted Global Notes. AHolderof aRestricted Definitive Notemayexchange such Note for a beneficial interest inanUnrestricted 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 Noteonly if theRegistrarreceives the following:

(A) if theHolderof suchDefinitive Notesproposes toexchange such Notes for a beneficial interest intheUnrestricted Global Note, a certificate from such Holder in the form ofExhibit C hereto, including the certifications in item (1)(c) thereof;or

(B) if theHolderof suchDefinitive Notesproposes totransfer 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 ofExhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in thisSection 2.06(d)(2), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in thisSection 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 Notesto Beneficial Interests inUnrestricted Global Notes. AHolderof anUnrestricted Definitive Notemayexchange such Note for a beneficial interest inanUnrestricted 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 Noteat any time. Upon receipt of a request for such an exchangeortransfer, theTrustee willcancel the applicableUnrestricted Definitive Noteand increaseorcause to beincreased the aggregate principal amountof one of theUnrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant toSections 2.06(d)(2) 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 withSection 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.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by aHolder of Definitive Notesand suchHolder’s compliance with the provisions of thisSection2.06(e), theRegistrar willregister the transferorexchange ofDefinitive Notes. Prior to such registration of transferorexchange, the requestingHoldermust presentorsurrender to theRegistrartheDefinitive Notesduly endorsedoraccompanied by a written instruction of transfer in form satisfactory to theRegistrarduly executed by suchHolder orby its attorney, duly authorized in writing. AHolderofDefinitive Notesmaytransfer such Notes to a Person who takes delivery thereof in the form of a Definitive Note. Upon receipt of a request to register such a transfer, theRegistrarshall register theDefinitive Notepursuant to the instructions from theHolderthereof. In addition, the requestingHoldermust provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of thisSection2.06(e).

(1) Restricted Definitive NotestoRestricted Definitive Notes. AnyRestricted Definitive Notemay be transferred to and registered in the name ofPersons who take delivery thereof in the form of a Restricted Definitive Noteif theRegistrarreceives the following:

(A) if the transferwillbe made pursuant toRule 144A, then the transferor mustdeliver a certificate in the form ofExhibit Bhereto, including the certifications in item (1) thereof;

(B) if the transferwillbe made pursuant toRule 903 or Rule 904, then the transferor mustdeliver a certificate in the form ofExhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transferwillbe made pursuant to any other exemption from the registration requirements of theSecurities Act, then the transferor must deliver a certificate in the form ofExhibit B hereto, including the certifications, certificates andOpinion of Counselrequired by item (3) thereof, if applicable.

(2) Restricted Definitive NotestoUnrestricted Definitive Notes. AnyRestricted Definitive Notemay be exchanged by theHolderthereof for anUnrestricted Definitive Note ortransferred to aPerson or Persons who take delivery thereof in the form of an Unrestricted Definitive Noteif theRegistrarreceives the following:

(A) if theHolderof suchRestricted Definitive Notesproposes to exchange suchNotesfor anUnrestricted Definitive Note, a certificate from such Holder in the form ofExhibit C hereto, including the certifications in item (1)(d) thereof;or

(B) if theHolderof suchRestricted Definitive Notesproposes totransfer 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 ofExhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in thisSection 2.06(e)(2), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive NotestoUnrestricted Definitive Notes. AHolder of Unrestricted Definitive Notesmaytransfer 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, theRegistrarshall register theUnrestricted Definitive Notespursuant to the instructions from theHolderthereof.

(f) Legends. In addition to the legend appearing on the face of the form of theNotesinExhibit A hereto relating to original issue discount, the following legendwillappear on the face of allGlobal Notes and Definitive Notesissued under thisIndentureunless specifically stated otherwise in the applicable provisions of thisIndenture.

(i) Private Placement Legend.

(A) Except as permitted by subparagraph(B)below, each Global Note and eachDefinitive Note(and allNotesissued in exchange therefororsubstitution 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, OR (B) IT IS NOT A “U.S. PERSON” (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND (2) AGREES FOR THE BENEFIT OF VANGUARD NATURAL RESOURCES, LLC AND VNR FINANCE CORP. THAT IT WILL 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 VANGUARD NATURAL RESOURCES, LLC OR VNR FINANCE CORP., (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 904 OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OF $250,000, 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 MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (F) ABOVE, VANGUARD NATURAL RESOURCES, LLC AND VNR FINANCE CORP. 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.”

(B) Notwithstanding the foregoing, anyGlobalNoteor Definitive Noteissued pursuant toSections2.06(b)(4),(c)(2),(c)(3),(d)(2),(d)(3),(e)(2) or(e)(3)(and allNotesissued in exchange therefororsubstitution thereof)willnot bear thePrivate Placement Legend.

(ii) Global Note Legend. EachGlobalNotewillbear 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 2.06 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 (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS 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.”

(iii) Original Issue Discount Legend. EachNote willbear a legend in substantially the following form:

“THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). YOU MAY CONTACT THE COMPANY’S TREASURER BY MAIL AT 5847 SAN FELIPE, SUITE 3000, HOUSTON, TEXAS 77057 OR BY TELEPHONE AT (832) 327-2255, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.”

(g) Cancellation and/orAdjustment of Global Notes. At such time as all beneficial interests in a particularGlobalNote have been exchanged forDefinitive Notes ora particularGlobalNote has been redeemed, repurchasedorcanceled in whole and not in part, each suchGlobalNotewillbe returned toorretained and canceled by theTrusteein accordance withSection2.11hereof. At any time prior to such cancellation, if anybeneficial interest in a Global Noteis exchanged forortransferred to aPerson who will take delivery thereof in the form of a beneficial interest in another Global Note orforDefinitive Notes, the principal amount ofNotesrepresented by suchGlobalNotewillbe reduced accordingly and an endorsementwillbe made on suchGlobalNote by theTrustee orby theDepositaryat the direction of theTrusteeto reflect such reduction; and if the beneficial interest is being exchanged forortransferred to aPerson who will take delivery thereof in the form of a beneficial interest in another Global Note, such otherGlobalNotewillbe increased accordingly and an endorsementwillbe made on suchGlobalNote by theTrustee orby theDepositaryat the direction of theTrusteeto reflect such increase.

(h) General Provisions Relating toTransfersandExchanges.

(i) To permit registrations of transfers and exchanges, theIssuers willexecute and theTrustee willauthenticateGlobal Notes and Definitive Notesupon receipt of anAuthentication Orderin accordance withSection2.02hereoforat theRegistrar’s request.

(ii) No service chargewillbe made to aHolderof abeneficial interest in a Global Note orto aHolderof aDefinitive Notefor any registration of transferorexchange, but theIssuersmay require payment of a sum sufficient to cover any transfer taxorsimilar governmental charge payable in connection therewith (other than any such transfer taxesorsimilar governmental charge payable upon exchangeortransfer pursuant toSections2.10,3.06,3.09,4.10,4.15 and9.05 hereof).

(iii) TheRegistrar willnot be required to register the transfer oforexchange of anyNoteselected for redemption in wholeorin part, except the unredeemed portion of anyNotebeing redeemed in part.

(iv) AllGlobal Notes and Definitive Notesissued upon any registration of transferorexchange ofGlobal Notes or Definitive Notes willbe the validobligationsof theIssuers, evidencing the same debt, and entitled to the same benefits under thisIndenture, as theGlobal Notes or Definitive Notessurrendered upon such registration of transferorexchange.

(v) Neither theRegistrarnor theIssuers willbe required:

(A) to issue, to register the transfer oforto exchange anyNotesduring a period beginning at the opening of business 15 days before the day of any selection ofNotesfor redemption underSection3.02hereof and ending at the close of business on the day of selection;

(B) to register the transfer oforto exchange anyNoteselected for redemption in wholeorin part, except the unredeemed portion of anyNotebeing redeemed in part;or

(vi) Prior to due presentment for the registration of a transfer of anyNote, theTrustee, anyAgentand theIssuersmay deem and treat thePersonin whose name anyNoteis registered as the absolute owner of suchNotefor the purpose of receiving payment of principal of and interest on suchNotesand for all other purposes, and none of theTrustee, anyAgent ortheIssuersshall be affected by notice to the contrary.

(vii) TheTrustee willauthenticateGlobal Notes and Definitive Notesin accordance with the provisions ofSection2.02hereof.

(viii) All certifications, certificates andOpinions of Counselrequired to be submitted to theRegistrarpursuant to thisSection2.06to effect a registration of transferorexchange may be submitted by facsimile.

Section 2.07 ReplacementNotes.

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.

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 OutstandingNotes.

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 thisSection 2.08 as not outstanding. Except as set forth inSection 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 Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes ofSection 3.07(a) hereof.

If a Note is replaced pursuant toSection 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 underSection 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 or an Affiliate of any thereof) holds, by 10 a.m., New York City time, 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 TreasuryNotes.

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 the Trustee knows are so owned will be so disregarded.

Section 2.10 TemporaryNotes.

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.

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 destroy canceled Notes (subject to the record retention requirements 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 inSection 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.

Article III.
REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to the optional redemption provisions ofSection 3.07 hereof, they must furnish to the Trustee, at least five Business Days prior to the giving of notice of a redemption, an Officers’ Certificate setting forth:

(a) the clause of thisIndenturepursuant to which the redemption shall occur;

(b) the redemption date;

(d) the redemption price (if then determined and otherwise the method of determination).

Section 3.02 Selection ofNotesto Be Redeemed.

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis (or, in the case of Notes issued in global form pursuant toArticle II hereof, by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depositary requirements.

In the event of partial redemption by lot, the particular Notes to be redeemed 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 Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03 Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date, the Issuers 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 toArticle VIII orXI hereof.

The notice will identify the Notes to be redeemed and will state:

(a) the redemption date;

(b) the redemption price (if then determined and otherwise the method of determination);

(c) if anyNoteis being redeemed in part, the portionof the principal amountof suchNoteto be redeemed and that, after the redemption date upon surrender of suchNote, a newNote or Notesin principal amount equal to the unredeemed portionwillbe issued in the name of theHolderthereof upon cancellation of the originalNote;

(d) the name and address of thePaying Agent;

(e) thatNotescalled for redemption must be surrendered to thePaying Agentto collect the redemption price;

(f) that, unless theIssuers defaultin making such redemption payment, interest onNotes orportions thereof called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph of theNotesand/orSection of thisIndenturepursuant to which theNotescalled for redemption are being redeemed; and

(h) that no representation is made as to the correctnessoraccuracy of the CUSIPorISIN number, if any, listed in such noticeorprinted on theNotes.

At the Issuers’ request, the Trustee will give the notice of redemption in the Issuers’ names and at the Issuers’ expense;provided,however, that the Officers’ Certificate delivered to the Trustee pursuant toSection 3.01 hereof requests that the Trustee give such notice and sets 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 withSection 3.03 hereof, Notes called for redemption become irrevocably due and payable (subject to the provisions of the next succeeding sentence) on the redemption date at the redemption price. A notice of redemption may not be conditional, except that any redemption pursuant toSection 3.07(a) may, at the Company’s discretion, be subject to completion of the related Equity Offering.

Section 3.05 Deposit of RedemptionorPurchase Price.

No later than 10:00 a.m., New York City time, on the redemption or purchase date, the Issuers will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of, and accrued interest, if any, on all Notes to be redeemed or purchased 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 or purchase price of, and accrued interest, if any, on all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or accepted for purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest, if any, 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 or tendered for purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase 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.

Section 3.06 NotesRedeemedorPurchased in Part.

Upon surrender of a Note that is redeemed or purchased 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.

Section 3.07 Optional Redemption.

(a) At any time prior to February 15, 2019, theIssuersmay on any oneormore occasions redeem up to 35%of the aggregate principal amountofNotesissued under thisIndenture, with an amount of cash not greater than the net cash proceeds of anEquity Offeringby theCompany, upon notice asprovidedin thisIndenture, at a redemption price equal to 107.000% of the principal amountof theNotesredeemed,plus accrued and unpaid interest, ifany, to the date of redemption (subject to the rightsof Holders on the relevant record date to receive interest on the relevant interest payment date),providedthat:

(1) at least 65%of the aggregate principal amountofNotesoriginally issued under thisIndenture(excludingNotesheld by theCompanyand itsSubsidiaries) remainsoutstandingimmediately after the occurrence of such redemption; and

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

(b) At any time prior to February 15, 2019, theIssuersmay on any oneormore occasions redeem allora part of theNotes, upon notice asprovidedin thisIndenture, at a redemption price equal to the sum of:

(1) 100% of the principal amountthereof, plus

(2) theApplicable Premiumas of the redemption date,

plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date).

(c) Except pursuant toSection3.07(a),(b) or(e), theNotes willnot be redeemable at theIssuers’ option prior to February 15, 2019.

(d) On and after February 15, 2019, theIssuersmay on any oneormore occasions redeem allora part of theNotes, upon notice asprovidedin thisIndenture, at the redemption prices (expressed as percentagesof principal amount) set forth below,plus accrued and unpaid interest, ifany, on theNotesredeemed, to the applicable redemption date, subject to the rightsof Holders on the relevant record date to receive interest on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Year	Percentage
2019		105.250	%
2020		103.500	%
2021		101.750	%
2022 and thereafter		100.000	%

(e) TheIssuersmay redeem all (but not a portion of) theNoteswhen permitted by, and pursuant tothe conditions in,Section 4.15(f)hereof.

(f) Any redemption pursuant to thisSection3.07shall be made pursuant to the provisions ofSections3.01through3.06 hereof.

Section 3.08 Mandatory Redemption.

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

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant toSection 4.10 hereof, the Company is required to commence an Asset Sale Offer to all Holders to purchase Notes, it will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and, if required by the terms of other Parity Lien Debt, to all holders of such other Parity Lien Debt. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other Parity Lien Debt (on a pro rata basis based on the principal amount of Notes and such other Parity Lien Debt surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Parity Lien Debt tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

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

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state:

(a) that theAsset Sale Offeris being made pursuant to thisSection3.09andSection4.10hereof and the length of time theAsset Sale Offer willremain open;

(b) theOffer Amount, the purchase price and thePurchase Date;

(d) that, unless theCompanydefaults in making such payment, anyNoteaccepted for payment pursuant to theAsset Sale Offer willcease to accrue interest on and after thePurchase Date;

(e) thatHolderselecting to have aNotepurchased pursuant to anAsset Sale Offermay elect to haveNotespurchased in denominations of $1,000oran integral multipleof $1,000 in excess thereof;

(f) thatHolderselecting to haveNotespurchased pursuant to anyAsset Sale Offer willbe required to surrender theNote, with the form entitled “Option of Holder to Elect Purchase” attached to theNotescompleted,ortransfer by book-entry transfer, to theCompany, adepositary, if appointed by theCompany,oraPaying Agentat the address specified in the notice at least three days before thePurchase Date;

(g) thatHolders willbe entitled to withdraw their election if theCompany, theDepositary orthePaying Agent, as the case may be, receives, not later than the expiration of theOffer Period, a telegram, electronic image scan, facsimile transmissionorletter setting forth the name of theHolder, the principal amount of theNotetheHolderdelivered for purchase and a statement that suchHolderis withdrawing his election to have suchNotepurchased;

(h) that,if the aggregate principal amountofNotessurrendered byHoldersthereof exceeds theOffer Amountallocated to the purchase ofNotesin theAsset Sale Offer, theTrustee willselect theNotesto be purchased on a pro rata basis (except that anyNotesrepresented by a Global Note shall be selected by such method asDTC orits nomineeorsuccessor may requireor, where such nomineeorsuccessor is theTrustee, a method that most nearly approximates pro rata selection as theTrusteedeems fair and appropriate) based on the principal amount ofNotessurrendered (with such adjustments as may be deemed appropriate by theCompanyso that onlyNotesin denominations of $1,000,oran integral multipleof $1,000 in excess thereof,willbe purchased); and

(i) thatHolderswhoseNoteswere purchased only in partwillbe issued newNotesequal in principal amount to the unpurchased portion of theNotessurrendered (ortransferred by book-entry transfer).

On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Notes or portions thereof tendered pursuant to the Asset Sale Offer and required to be purchased pursuant to thisSection 3.09 andSection 4.10 hereof, or if Notes in an aggregate principal amount less than the Offer Amount allocated to the purchase of Notes in the Asset Sale Offer have been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of thisSection 3.09. The Company, the depositary for the Asset Sale Offer or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Article IV.
COVENANTS

Section 4.01 Payment ofNotes.

The Issuers will pay or cause to be paid the principal of, premium on, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest, 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 a.m., New York City time, on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Section 4.02 Maintenance of OfficeorAgency.

The Issuers will maintain in the City and State of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the 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 fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The 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 their obligation to maintain an office or agency in the City and State 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.

Section 4.03 Reports.

(a) Whetherornot required by the rules and regulations of theCommission, so long as anyNotesareoutstanding, theCompany willfurnish to theHoldersof theNotes orcause theTrusteeto furnish to theHoldersof theNotes(orfile with theSECfor public availability), within the time periods specified in theSEC’s rules and regulations applicable to an accelerated filer:

(1) all quarterly and annual reports that would be required to be filed with theCommissionon Forms 10-Q and 10-K if theCompanywere required to file such reports, and in any event including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the annual report only, a report on theCompany’s consolidated financial statements by theCompany’s certified independent accountants, and thePresent Valueof theCompany’s and theGuarantors’ Proved Reserves determined by theCompanyfor the purposes ofSection4.07(a)(I)(a); and

(2) all current reports that would be required to be filed with theCommissionon Form 8-K if theCompanywere required to file such reports.

The availability of the foregoing reports on the SEC’s EDGAR filing system will be deemed to satisfy the foregoing delivery requirements. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in the preceding paragraphs on its website within the time periods applicable to an accelerated filer that would apply if the Company were required to file those reports with the SEC.

(b) For so long as anyNotesremainoutstandingand are “restricted securities” underRule 144under theSecurities Act, if at any time theCompanyis not required to file with theSECthe reports required bySection4.03(a), itwillfurnish to Beneficial Owners ofNotesand to prospective investors, upon request, the information required to be delivered pursuant toRule 144A(d)(4) under theSecurities Act. TheCompany willalso prepareorcause to be prepared a Reserve Report as of each December 31 and each June 30, which, in the case of eachReserve Reportas of December 31,willbe preparedoraudited by independent reserve engineers.

(c) If theCompanyhas designated any of itsSubsidiariesasUnrestricted Subsidiaries, then the quarterly and annual financial information required bySection4.03(a) willinclude, to the extent material, a reasonably detailed presentation, either on the face of the financial statementsorin the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of theCompanyand itsRestricted Subsidiariesseparate from the financial condition and results of operations of theUnrestricted Subsidiariesof theCompany.

(d) Any and allDefaults or EventsofDefaultarising from a failure to furnishorfile in a timely manner a reportorcertification required by thisSection4.03shall be deemed cured (and theCompanyshall be deemed to be in compliance with thisSection4.03)upon furnishingorfiling such reportorcertification as contemplated by thisSection4.03(but without regard to the date on which such reportorcertification is so furnishedorfiled);providedthat such cure shall not otherwise affect the rights of theHoldersunderArticleVIhereof if the principal, premium, if any, and interest have been accelerated in accordance with the terms of thisIndentureand such acceleration has not been rescindedorcancelled prior to such cure.

Section 4.04 Compliance Certificate.

(a) TheIssuersshall deliver to theTrustee, within 90 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2016, anOfficers’ Certificatestating that a review of the activities of theCompanyand itsSubsidiariesduring the preceding fiscal year has been made under the supervision of the signingOfficerswith a view to determining whether theIssuershave kept, observed, performed and fulfilled theirobligationsunder thisIndenture, and further stating, as to each suchOfficersigning such certificate, that to the best of hisorher knowledge theIssuershave kept, observed, performed and fulfilled each and every covenant contained in thisIndentureand are not indefaultin the performanceorobservance of any of the terms, provisions and conditions of thisIndenture(or, if aDefault or EventofDefaulthas occurred, describing all suchDefaults or EventsofDefaultof which heorshe may have knowledge and what action theIssuersare takingorpropose to take with respect thereto).

(b) So long as any of theNotesareoutstanding, theIssuers willdeliver to theTrustee, forthwith upon anyOfficerof the CompanyorFinance Corp. becoming aware of anyDefault or EventofDefault, a written statement specifying suchDefault or EventofDefaultand what action theIssuersare takingorpropose to take with respect thereto.

Section 4.05 Taxes.

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

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

(a) TheCompany willnot, andwillnot permit any of itsRestricted Subsidiariesto, directlyorindirectly:

(1) declareorpay any dividendormake any other paymentordistribution on account of theCompany’sorany of itsRestricted Subsidiaries’Equity Interests(including, without limitation, any payment in connection with any mergerorconsolidation involving theCompany orany of itsRestricted Subsidiaries)orto the directorindirect holders of theCompany’sorany of itsRestricted Subsidiaries’Equity Interestsin their capacity as such (other than dividendsordistributions payable inEquity Interests(other thanDisqualified Stock) of the Companyand other than dividendsordistributions payable to theCompany oraRestricted Subsidiaryof theCompany);

(2) repurchase, redeemorotherwise acquireorretire for value (including, without limitation, in connection with any mergerorconsolidation involving theCompany) any Equity Interests of the Company orany directorindirect parent of theCompany;

(3) make any payment onorwith respect to,orrepurchase, redeem, defeaseorotherwise acquireorretire for value theExisting Unsecured Notes oranyIndebtednessof theIssuers oranyGuarantorthat is contractually subordinated to theNotes orto anyNote Guarantee(in each case, excluding (a) any intercompanyIndebtednessbetweenoramong theCompanyand any of itsRestricted Subsidiaries, (b) the repurchaseor other acquisition or retirement for valueof any suchIndebtednessin anticipation of satisfying a sinking fundorother payment obligation due within 90 days after the date of such repurchaseor other acquisition or retirement for valueand (c) a payment of interestorprincipal at theStated Maturitythereof);or

(4) make anyRestricted Investment(all such payments and other actions set forth in these clauses4.07(a)(1) through(4)being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and either:

(I) if theFixed Charge Coverage Ratiofor theCompany’s most recently ended four full fiscalquarters for which internal financial statements are availableat the time of such Restricted Payment (the “Trailing Four Quarters”) is not less than 2.25 to 1.0, suchRestricted Payment, together with the aggregate amount of all otherRestricted Paymentsmade by theCompanyand itsRestricted Subsidiaries(excludingRestricted Paymentspermitted by clauses(2) through (12)ofSection4.07(b)) with respect to the fiscal quarter for which suchRestricted Paymentis made, is less than the sum, without duplication, of:

(a) to the extent that at the time of making aRestricted Payment, theProved Reserves Coverage Ratioas of such date is not less than 1.0 to 1.0,Available Cashwith respect to theCompany’s preceding fiscal quarter; plus

(b) 100% of the aggregatenet proceeds, and theFair Market Valueof anyCapital StockofPersonsengaged primarily in theOil and Gas Business orany other assets that are usedoruseful in theOil and Gas Business, in each case received by theCompanysince theStart Dateas a contribution to its common equity capitalorfrom the issueorsale ofEquity Interestsof theCompany(other thanDisqualified Stock)orfrom the issueorsale of convertibleorexchangeableDisqualified Stock orconvertibleorexchangeable debt securities that have been converted intoorexchanged for suchEquity Interests(other thanEquity Interests(or Disqualified Stock ordebt securities) sold to aSubsidiaryof theCompany); plus

(c) to the extent that anyRestricted Investmentthat was made after theStart Dateis sold for cashor Cash Equivalents orotherwise liquidatedorrepaid for cashor Cash Equivalents, the return of capital with respect to suchRestricted Investment(less the cost of disposition, if any); plus

(d) the net reduction inRestricted Investmentsresulting from dividends, repayments of loansoradvances,orother transfers of assets in each case to theCompany orany of itsRestricted Subsidiariesfrom anyPerson(including, without limitation,Unrestricted Subsidiaries)orfrom redesignations ofUnrestricted SubsidiariesasRestricted Subsidiaries, to the extent such amounts have not been included in Available Cash for any period commencing onorafter theStart Date(items(b),(c)and(d)being referred to as “Incremental Funds”);minus

(e) the aggregate amount ofIncremental Fundspreviously expended pursuant to this clause(I)and clause(II)below;or

(II) if theFixed Charge Coverage Ratiofor theTrailing Four Quartersis less than 2.25 to 1.0, suchRestricted Payment, together with the aggregate amount of all otherRestricted Paymentsmade by theCompanyand itsRestricted Subsidiaries(excludingRestricted Paymentspermitted by clauses(2) through (12)ofSection4.07(b)) with respect to the fiscal quarter for which suchRestricted Paymentis made (suchRestricted Paymentsfor purposes of this clause(II)meaning only distributions on theCompany’s common units), is less than the sum, without duplication, of:

(a) $125.0 million, less the aggregate amount of all priorRestricted Paymentsmade by theCompanyand itsRestricted Subsidiariespursuant to this clause(II)(a)since the Issue Date; plus

(b) Incremental Fundsto the extent not previously expended pursuant to this clause(II) orthe immediately preceding clause (I) of this paragraph.

(b) The provisions ofSection4.07(a)hereofwillnot prohibit:

(1) the payment of any dividendorthe consummation of any irrevocable redemption within 60 days after the date of declaration of the dividendorgiving of the redemption notice, as the case may be, if at the date of declarationornotice, the dividendorredemption payment would have complied with the provisions of thisIndenture;

(2) the making of anyRestricted Paymentin exchange for,orout oforwith the net cash proceeds received by the Company of the substantially concurrent sale (other than to aSubsidiaryof theCompany) of,Equity Interestsof theCompany(other thanDisqualified Stock)orfrom the substantially concurrent contribution of common equity capital to theCompany;providedthat the amount of any such net cash proceeds that are utilized for any suchRestricted Payment willnot be considered to benet proceedsofEquity Interestsfor purposes ofSection4.07(a)(I)(b)andwillnot be considered to be net cash proceeds from anEquity Offeringfor purposes ofSection3.07hereof;

(3) the payment of any dividend (or, in the case of any partnershiporlimited liabilitycompany, any similar distribution) by aRestricted Subsidiaryof theCompanyto the holders of itsEquity Interestson a pro rata basis;

(4) the repurchase, redemption, defeasanceor other acquisition or retirement for valueof any (a)Existing Unsecured Notessolely with the proceeds of,orin exchange for,Parity Lien Debtand (b) unsecuredIndebtednessof theCompany orany of itsRestricted Subsidiaries(including theExisting Unsecured Notes)oranyIndebtednessof theIssuers oranyGuarantorthat is contractually subordinated to theNotes orto anyNote Guarantee, in each case, solely with the net cash proceeds from a substantially concurrent incurrence ofPermitted Refinancing Indebtedness;

(5) so long as noDefault(other than aReporting Default) or Event of Defaulthas occurred and iscontinuing orwould be caused thereby, the repurchase, redemptionor other acquisition or retirement for valueof anyEquity Interestsof theCompany oranyRestricted Subsidiaryof theCompanyheld by any currentorformerofficer, directororemployee of theCompany orany of itsRestricted Subsidiariespursuant to any equity subscription agreement, equity option agreement, unitholders’ agreementorsimilar agreement;providedthat the aggregate price paid for all such repurchased, redeemed, acquiredorretiredEquity Interestsmay not exceed$5.0 millionin any calendar year (with any portion of such$5.0 millionamount that is unused in any calendar year to be carried forward to successive calendar years and added to such amount) plus, to the extent not previously appliedorincluded, (a) the cash proceeds received by theCompany orany of itsRestricted Subsidiariesfrom sales ofEquity Interestsof theCompanyto employeesordirectors of theCompany oritsAffiliatesthat occur after the Issue Date(to the extent the cash proceeds from the sale of suchEquity Interestshave not otherwise been applied to the payment ofRestricted Paymentsby virtue ofSections4.07(a)(I)(b) or(II)(b)) and (b) the cash proceeds of key man life insurance policies received by theCompany orany of itsRestricted Subsidiariesafter the Issue Date;

(6) the repurchase ofEquity Interestsdeemed to occur upon the exercise of unitsorother equity options to the extent suchEquity Interestsrepresent a portion of the exercise price of those unitorother equity options and any repurchaseorother acquisition ofEquity Interestsmade in lieu of withholding taxes in connection with any exerciseorexchange of equity options, warrants, incentivesorother rights to acquireEquity Interests;

(7) the repurchase, redemptionor other acquisition or retirement for valueofEquity Interestsof theCompany oranyRestricted Subsidiaryof theCompanyrepresenting fractional units of suchEquity Interestsin connection with a mergerorconsolidation involving theCompany orsuchRestricted Subsidiary orany other transaction permitted by thisIndenture;

(8) any payments in connection with a consolidation, mergerortransfer of assets in connection with a transaction that is not prohibited by thisIndenturenot to exceed$5.0 millionin the aggregate after the Issue Date;

(9) so long as noDefault or EventofDefaulthas occurred and iscontinuing orwould be caused thereby, the declaration and payment of regularly scheduledoraccrued dividends to holders of any classorseries ofDisqualified Stockof theCompany oranyPreferred Stockof anyRestricted Subsidiaryof theCompanyissued onorafter the Issue Datein accordance withSection4.09hereof;

(10) payments of cash, dividends, distributions, advancesorotherRestricted Paymentsby theCompany orany of itsRestricted Subsidiariesto allow the payment of cash in lieu of the issuance of fractional units upon (i) the exercise of optionsorwarrantsor(ii) the conversionorexchange ofCapital Stockof any suchPerson;

(11) so long as noDefault(other than aReporting Default) or Event of Defaulthas occurred and iscontinuing orwould be caused thereby, otherRestricted Paymentsin an aggregate amount not to exceed$5.0 millionsince the Issue Date; and

(12) purchases of receivables in connection with aReceivables Facilityand distributionsorpayments ofReceivables Fees.

The amount of all Restricted Payments (other than cash) will be the Fair Market Value, on the date of the Restricted Payment, of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by the Company or any of its Restricted Subsidiaries, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend paid within 60 days after the date of declaration will be determined as of such date of declaration. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by thisSection 4.07 will be determined in accordance with the definition of that term. For purposes of determining compliance with thisSection 4.07, (x) in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (12) of thisSection 4.07(b), or is permitted pursuant toSection 4.07(a), the Company will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment (or portion thereof) on the date made or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with thisSection 4.07; and (y) in the event a Restricted Payment is made pursuant to clause (I) or (II) ofSection 4.07(a), the Company will be permitted to classify whether all or any portion thereof is being (and in the absence of such classification shall be deemed to have classified the minimum amount possible as having been) made with Incremental Funds.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) TheCompany willnot, andwillnot permit any of itsRestricted Subsidiariesto, directlyorindirectly, createorpermit to existorbecome effective any consensual encumbranceorrestriction on the ability of anyRestricted Subsidiaryto:

(1) pay dividendsormake any other distributions on itsCapital Stockto theCompany orany of itsRestricted Subsidiaries,orpay anyIndebtednessowed to theCompany orany of itsRestricted Subsidiaries;providedthat the priority that any series ofPreferred Stockof aRestricted Subsidiaryhas in receiving dividendsorliquidating distributions before dividendsorliquidating distributions are paid in respect of common stock of suchRestricted Subsidiaryshall not constitute a restriction on the ability to make dividendsordistributions onCapital Stockfor purposes of thisSection4.08;

(2) make loansoradvances to theCompany orany of itsRestricted Subsidiaries(it being understood that the subordination of loansoradvances made to theCompany oranyRestricted Subsidiaryto otherIndebtednessincurred by theCompany oranyRestricted Subsidiaryshall not be deemed a restriction on the ability to make loansoradvances);or

(3) sell, leaseortransfer any of its propertiesorassets to theCompany orany of itsRestricted Subsidiaries.

(b) The restrictions inSection4.08(a)hereofwillnot apply to encumbrancesorrestrictions existing underorby reason of:

(1) agreements governingExisting Indebtednessand theCredit Agreementas in effect on the Issue Dateand any amendments, restatements, modifications, renewals, supplements, refundings, replacementsorrefinancings of those agreements;providedthat the amendments, restatements, modifications, renewals, supplements, refundings, replacementsorrefinancings 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 Issue Date;

(2) theNote Documents;

(3) agreements governing otherIndebtednesspermitted to be incurred under the provisions ofSection4.09hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacementsorrefinancings of those agreements;providedthat the restrictions therein are not materially more restrictive, taken as a whole, than those contained in thisIndenture, theNotesand the NoteGuarantees ortheCredit Agreementas in effect on the Issue Date;

(4) applicable law, rule, regulation, order, approval, license, permitorsimilar restriction;

(5) any instrument governingIndebtedness or Capital Stockof aPersonacquired by theCompany orany of itsRestricted Subsidiariesas in effect at the time of such acquisition (except to the extent suchIndebtedness or Capital Stockwas incurred in connection withorin contemplation of such acquisition), which encumbranceorrestriction is not applicable to anyPerson,orthe propertiesorassets of anyPerson, other than thePerson,ortheproperty orassets of thePerson, so acquired;providedthat, in the case ofIndebtedness, suchIndebtednesswas permitted by the terms of thisIndentureto be incurred;

(6) customary non-assignment provisions inHydrocarbonpurchase and saleorexchange agreementsorsimilar operational agreementsorin licenses, easementsorleases, in each case, entered into in the ordinary course of business;

(7) purchase moneyobligationsforpropertyacquired in the ordinary course of business andCapital Lease Obligationsthat impose restrictions on thepropertypurchasedorleased of the nature described in clause(3)ofSection4.08(a);

(8) any agreement for the saleorother disposition of aRestricted Subsidiarythat restricts distributions by thatRestricted Subsidiarypending its saleorother disposition;

(9) Permitted Refinancing Indebtedness;providedthat the restrictions contained in the agreements governing suchPermitted Refinancing Indebtednessare not materially more restrictive, taken as a whole, than those contained in the agreements governing theIndebtednessbeing refinanced;

(10) Lienspermitted to be incurred under the provisions ofSection4.12that limit the right of the debtor to dispose of the assets subject to suchLiens;

(11) provisions limiting the dispositionordistribution of assetsor propertyinjoint ventureagreements,asset saleagreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with aRestricted Investment) entered into with the approval of theCompany’sBoard of Directors, which limitation is applicable only to the assetsor propertythat are the subject of such agreements;

(12) any agreementorinstrument relating to anyproperty orassets acquired after the Issue Date, so long as such encumbranceorrestriction relates only to theproperty orassets so acquired and is not and was not created in anticipation of such acquisition;

(13) encumbrancesorrestrictions on cash,Cash Equivalents orother depositsornet worth imposed by customersorlessors under contractsorleases entered into in the ordinary course of business;

(14) the issuance ofPreferred Stockby aRestricted Subsidiaryof theCompany orthe payment of dividends thereon in accordance with the terms thereof;providedthat issuance of suchPreferred Stockis permitted pursuant toSection4.09and the terms of suchPreferred Stockdo not expressly restrict the ability of aRestricted Subsidiaryof theCompanyto pay dividendsormake any other distributions on itsEquity Interests(other than requirements to pay dividendsorliquidation preferences on suchPreferred Stockprior to paying any dividendsormaking any other distributions on such otherEquity Interests);

(15) in the case of anyForeign Subsidiary, any encumbranceorrestriction contained in the terms of anyIndebtedness orany agreement pursuant to which suchIndebtednesswas incurred if either (a) the encumbranceorrestriction applies only in the event of apayment default oradefaultwith respect to a financial covenant in suchIndebtedness oragreementor(b) theCompanydetermines that any such encumbrance of restrictionwillnot materially affect theCompany’s ability to make principalorinterest payments on theNotes, as determined in good faith by theBoard of Directorsof theCompany, whose determination shall be conclusive;

(16) restrictions created in connection with anyReceivables Facilitythat in the good faith determination of theCompanyare necessaryoradvisable to effect suchReceivables Facility;providedthat such restrictions apply only to suchReceivables Subsidiary;or

(17) anyPermitted Investment.

Section 4.09 Incurrence ofIndebtednessand Issuance ofPreferred Stock.

(a) TheCompany willnot, andwillnot permit any of itsRestricted Subsidiariesto, directlyorindirectly, create,incur, issue, assume,Guarantee orotherwise become directlyorindirectly liable, contingentlyorotherwise, with respect to (collectively, “incur”) anyIndebtedness(includingAcquired Debt), and the Company willnot issue anyDisqualified Stockandwillnot permit any of itsRestricted Subsidiariesto issue anyPreferred Stock;provided,however, that theIssuersmayincur Indebtedness(includingAcquired Debt)orissueDisqualified Stock, and theGuarantorsmayincur Indebtedness(includingAcquired Debt)orissuePreferred Stock, if theFixed Charge Coverage Ratiofor theCompany’s most recently ended four full fiscalquarters for which internal financial statements are availableimmediately preceding the date on which such additionalIndebtednessis incurredorsuchDisqualified Stock orsuchPreferred Stockis issued, as the case may be, would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro forma application of thenet proceedstherefrom), as if the additionalIndebtednesshad been incurredortheDisqualified Stock orthePreferred Stockhad been issued, as the case may be, at the beginning of such four-quarter period.

(b) Section4.09(a) willnot prohibit the incurrence of any of the following items ofIndebtedness orissuances ofDisqualified Stock or Preferred Stock, as applicable (collectively, “Permitted Debt”):

(1) the incurrence by theCompanyand any of itsRestricted Subsidiariesof additionalIndebtednessand letters of credit underCredit Facilitiesin an aggregate principal amount at any one timeoutstandingunder this clause(1)(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of theCompanyand itsRestricted Subsidiariesthereunder) not to exceed the greatest of (i) $1.8 billion, (ii) theBorrowing Basein effect at the time of incurrence and (iii)$950.0 millionplus 35.0% of theCompany’sModified ACNTAdetermined on the date of such incurrence;

(2) the incurrence by theCompanyand itsRestricted Subsidiariesof theExisting Indebtedness;

(3) the incurrence by theIssuersand theGuarantorsofIndebtednessrepresented by (a) theNotesand the related NoteGuaranteesto be issued on the Issue Dateand (b)Additional Notesand related NoteGuarantees orotherParity Lien Debt, if theProved Reserves Coverage Ratiowould have been at least 1.25 to 1.0, determined on a pro forma basis (including a pro forma application of thenet proceedstherefrom);

(4) the incurrence by theCompany orany of itsRestricted SubsidiariesofIndebtednessrepresented byCapital Lease Obligations, mortgage financingsorpurchase moneyobligations, in each case, incurred for the purpose of financing allorany part of the purchase priceorcost of design, construction, installationorimprovement ofproperty, plantorequipment used in the business of theCompany orany of itsRestricted Subsidiaries, in an aggregate principal amount, including allPermitted Refinancing Indebtednessincurred to renew, refund, refinance, replace, defeaseordischarge anyIndebtednessincurred pursuant to this clause(4), not to exceed$25.0 millionat any timeoutstanding;

(5) the incurrence by theCompany orany of itsRestricted SubsidiariesofPermitted Refinancing Indebtednessin exchange for,orthenet proceedsof which are used to renew, refund, refinance, replace, defeaseordischarge anyIndebtedness(other than intercompanyIndebtedness) that was permitted by thisIndentureto be incurred underSection4.09(a) orclause(2),(3),(5) or (15)of thisSection4.09(b);

(6) the incurrence by theCompany orany of itsRestricted Subsidiariesof intercompanyIndebtednessbetweenoramong theCompanyand any of itsRestricted Subsidiaries;provided,however, that:

(a) if theCompany oranyGuarantoris theobligoron suchIndebtednessand the payee is not theCompany oraGuarantor, suchIndebtednessmust be unsecured and expressly subordinated to the prior payment in full in cash of allObligationsthen due with respect to theNotes, in the case of theCompany,ortheNote Guarantee, in the case of aGuarantor; and

(b) (i) any subsequent issuanceortransfer ofEquity Intereststhat results in any suchIndebtednessbeing held by aPersonother than theCompany oraRestricted Subsidiaryof theCompanyand (ii) any saleorother transfer of any suchIndebtednessto aPersonthat is not either theCompany oraRestricted Subsidiaryof theCompany,

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 theCompany’sRestricted Subsidiariesto theCompany orto any of itsRestricted Subsidiariesof anyPreferred Stock;provided,however, that:

(a) any subsequent issuanceortransfer ofEquity Intereststhat results in any suchPreferred Stockbeing held by aPersonother than theCompany oraRestricted Subsidiaryof theCompany; and

(b) any saleorother transfer of any suchPreferred Stockto aPersonthat is not either theCompany oraRestricted Subsidiaryof theCompany,

willbe deemed, in each case, to constitute an issuance of suchPreferred Stockby suchRestricted Subsidiarythat was not permitted by this clause(7);

(8) the incurrence by theCompany orany of itsRestricted SubsidiariesofHedging ObligationsandBank Product Obligations, in each case, in the ordinary course of business and not for speculative purposes;

(9) theGuaranteeby theCompany orany of theGuarantorsofIndebtednessof theCompany oraRestricted Subsidiaryof theCompanyto the extent that the guaranteedIndebtednesswas permitted to be incurred by another provision of thisSection4.09;providedthat if theIndebtednessbeing guaranteed is subordinated toorpari passu with theNotes, then theGuaranteemust be subordinatedorpari passu, as applicable, to the same extent as theIndebtednessguaranteed;

(10) the incurrence by theCompany orany of theGuarantorsofIndebtednessin respect of self-insuranceobligations orbid, plugging and abandonment, appeal, reimbursement, performance, surety and similar bonds and completion guaranteesprovidedby theCompany oraRestricted Subsidiaryin the ordinary course of business and anyGuarantees orletters of credit functioning asorsupporting any of the foregoing bondsor obligationsand workers’ compensation claims in the ordinary course of business;

(11) the incurrence by theCompany orany of theGuarantorsofIndebtednessarising from the honoring by a bankorother financial institution of a check, draftorsimilar instrument inadvertently drawn against insufficient funds, so long as suchIndebtednessis covered within fiveBusiness Days;

(12) the incurrence by theCompany orany of itsRestricted Subsidiariesof in-kindobligationsrelating to net oilornatural gas balancing positions arising in the ordinary course of business;

(13) any obligation arising from agreements of theCompany oranyRestricted Subsidiaryof theCompanyproviding for indemnification, adjustment of purchase price, earn outs,orsimilarobligations, in each case, incurredorassumed in connection with the dispositionoracquisition of any business, assetsor Capital Stockof aRestricted Subsidiaryin a transaction permitted by thisIndenture,providedthat such obligation is not reflected on the face of the balance sheet of theCompany oranyRestricted Subsidiary;

(14) the incurrence by theCompany orany of itsRestricted Subsidiariesof liability in respect ofIndebtednessof anyUnrestricted Subsidiaryof theCompany oranyJoint Venturebut only to the extent that such liability is the result of theCompany’sorany suchRestricted Subsidiary’s being a general partnerormember of,orowner of anEquity Interestin, suchUnrestricted Subsidiary or Joint Ventureand not as guarantor of suchIndebtedness,providedthat after giving effect to any such incurrence, the aggregate principal amountof allIndebtednessincurred under this clause(14)and thenoutstandingdoes not exceed$25.0 million;

(15) the incurrence by theCompany oritsRestricted SubsidiariesofPermitted Acquisition Indebtedness;

(16) the incurrence by theCompany orany of itsRestricted Subsidiariesof additionalIndebtedness orthe issuance by theCompanyof anyDisqualified Stockin an aggregate principal amount (oraccreted value, as applicable) at any timeoutstanding, including allPermitted Refinancing Indebtednessincurred to renew, refund, refinance, replace, defeaseordischarge anyIndebtednessincurredor Disqualified Stockissued pursuant to this clause(16), not to exceed the greater of (i)$50.0 millionand (ii) 5.0% of theCompany’sModified ACNTAdetermined on the date of such incurrenceorissuance; and

(17) (a)Indebtednessincurred by aReceivables Subsidiaryin aReceivables Facilitythat is without recourse to theCompany oranyRestricted Subsidiaryother than theReceivables Subsidiary(except forSecuritization Undertakings) and (b) to the extent constitutingIndebtedness,obligationsof theCompany oraRestricted Subsidiaryas sellerorservicer under aReceivables Facilityand anyguaranteeby theCompanyof suchIndebtedness.

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 or the applicable Note Guarantee on substantially identical terms;provided,however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

For purposes of determining compliance with thisSection 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, or is entitled to be incurred pursuant toSection 4.09(a), the Company will be permitted to divide, classify and reclassify such item of Indebtedness on the date of its incurrence, or later redivide or reclassify all or a portion of such item of Indebtedness, in any manner that complies with thisSection 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt and in all such cases may not be reclassified.

The accrual of interest or Preferred Stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness not secured by a Lien in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Preferred Stock or Disqualified Stock in the form of additional securities of the same class of Preferred Stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Preferred Stock or Disqualified Stock for purposes of thisSection 4.09;provided that the amount thereof is included in Fixed Charges of the Company as accrued to the extent required by the definition of such term.

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

(1) the accreted value of theIndebtedness, in the case of anyIndebtednessissued with original issue discount;

(2) the principal amount of theIndebtedness, in the case of any otherIndebtedness; and

(3) in respect ofIndebtednessof anotherPersonsecured by aLienon the assets of the specifiedPerson, the lesser of:

(a) theFair Market Valueof such assets at the date of determination; and

(b) the amount of theIndebtednessof the otherPerson.

Section 4.10 Asset Sales.

(a) TheCompany willnot, andwillnot permit any of itsRestricted Subsidiariesto, consummate anAsset Saleunless:

(1) theCompany(oraRestricted Subsidiary, as the case may be) receives consideration at the time of theAsset Saleat least equal to theFair Market Value(measured as of the date of the definitive agreement with respect to suchAsset Sale) of the assetsor Equity Interestsissuedorsoldorotherwise disposed of; and

(2) at least 75% of the aggregate consideration received in theAsset Saleby theCompany oraRestricted Subsidiaryand all otherAsset Salessince the Issue Dateis in the form of cashor Cash Equivalents. For purposes of this provision, each of the followingwillbe deemed to be cash:

(i) any liabilities, as shown on theCompany’s most recent consolidated balance sheet, of theCompany oranyRestricted Subsidiary(other than contingent liabilities and liabilities that are by their terms subordinated to theNotes oranyNote Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novationorindemnity agreement that releases theCompany orsuchRestricted Subsidiaryfromorindemnifies against further liability;

(ii) with respect to anyAsset Saleofoil and gas propertiesby theCompany orany of itsRestricted Subsidiaries, the costs and expenses related to the exploration, development, completionorproduction of such properties and activities related thereto which the transferee (oranAffiliatethereof) agrees to pay; and

(iii) any securities,notes orotherobligationsreceived by theCompany oranyRestricted Subsidiaryfrom such transferee that are, within 90 days of theAsset Sale, converted by theCompany orsuchRestricted Subsidiaryinto cash, to the extent of the cash received in that conversion.

(b) Within 360 days after the receipt of anyNet Proceedsfrom anAsset Sale, theCompany(oranyRestricted Subsidiary) may apply suchNet Proceedsat its option to any combination of the following:

(1) to redeem theNotesasprovidedunderSection3.07 orto permanently repay, redeem, repurchaseorreduce anyPriority Lien Debtand otheroutstanding Priority Lien Obligations oranyParity Lien Debtother than theNotes;providedthat, if theCompany oranyRestricted Subsidiaryshall so repay, redeemorreduce anyParity Lien Debtin addition to theNotes, theCompany orsuchRestricted Subsidiary willredeemorequally and ratably repurchase (oroffer to repurchase) theNotesasprovidedeither, at theCompany’s option, pursuant toSection3.07,through open-market purchases (to the extent such purchases are at a purchase price atorabove100% of the principal amountof such Notes purchased,plus accrued but unpaid interest, ifany)orby making an offer (in accordance with the procedures set forth below for anAsset Sale Offer(as defined below)) to allHoldersto purchase theirNotesat100% of the principal amountthereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notesthat would otherwise be prepaid to the date of such repurchases;

(2) invest inoracquireAdditional Assets;or

(3) to make capital expenditures in respect of theCompany’soranyRestricted Subsidiaries’Oil and Gas Business.

(c) The requirements of clause(2) or (3)ofSection4.10(b)shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisitionorexpenditure referred to therein is entered into by theCompany(oranyRestricted Subsidiary) with aPersonother than anAffiliateof theCompanywithin the time period specified in such preceding paragraph and suchNet Proceedsare subsequently applied in accordance with such contract within six months following the date such agreement is entered into.

(d) Pending the final application of anyNet Proceeds, theCompany(oranyRestricted Subsidiary) may invest theNet Proceedsin any manner that is not prohibited by thisIndenture.

(e) AnyNet ProceedsfromAsset Salesthat are not appliedorinvested asprovidedinSection4.10(b) willconstitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds$20.0 million, within five days thereof, theCompany willmake an offer to allHoldersand, if required by the terms of otherParity Lien Debt, to all holders of such otherParity Lien Debtto purchase, prepayorredeem, on a pro rata basis, the maximum principal amount ofNotesand such otherParity Lien Debt(plus all accrued interest and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaidorredeemed out of the Excess Proceeds (an “Asset Sale Offer”). The offer price in anyAsset Sale Offer willbe equal to100% of the principal amount,plus accrued and unpaid interest, ifany, to the date of purchase, prepaymentorredemption, subject to the rightsof Holders on the relevant record date to receive interest due on the relevant interest payment date, andwillbe payable in cash. If any Excess Proceeds remain after consummation of anAsset Sale Offer, theCompany oranyRestricted Subsidiarymay use those Excess Proceeds for any purpose not otherwise prohibited by thisIndenture.If the aggregate principal amountofNotesand otherParity Lien Debt, if applicable, tendered in suchAsset Sale Offerexceeds the amount of Excess Proceeds, theTrustee willselect theNotesand such otherParity Lien Debtto be purchased on a pro rata basis (except that anyNotesrepresented by aNotein global formwillbe selected by such method asDTC orits nomineeorsuccessor may requireor, where such nomineeorsuccessor is theTrustee, a method that most nearly approximates pro rata selection as theTrusteedeems fair and appropriate), based on the principal amounts tendered (with such adjustments as may be deemed appropriate by theCompanyso that onlyNotesin denominations of $1,000,oran integral multipleof $1,000 in excess thereof,willbe purchased). Upon completion of eachAsset Sale Offer, the amount of Excess Proceedswillbe reset at zero.

(f) TheCompany willcomply with the requirements of Rule 14e-1 under theExchange Actand any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase ofNotesand otherParity Lien Debt, if applicable, pursuant to anAsset Sale Offer. To the extent that the provisions of any securities lawsorregulations conflict withSection3.09 orthisSection4.10, theCompany willcomply with the applicable securities laws and regulations andwillnot be deemed to have breached itsobligationsunderSection3.09 orthisSection4.10by virtue of such compliance.

Section 4.11 Transactions withAffiliates.

(a) TheCompany willnot, andwillnot permit any of itsRestricted Subsidiariesto, make any payment to,orsell, lease, transferorotherwise dispose of any of its propertiesorassets to,orpurchase anyproperty orassets from,orenter intoormakeoramend any transaction, contract, agreement, understanding, loan, advanceor Guaranteewith,orfor the benefit of, anyAffiliateof theCompany(each, an “Affiliate Transaction”), unless:

(1) theAffiliate Transactionis on terms that are no less favorable to theCompany orthe relevantRestricted Subsidiarythan those that could have been obtained in a comparable transaction by theCompany orsuchRestricted Subsidiarywith an unrelatedPerson or, if in the good faith judgment of theCompany’sBoard of Directors, no comparable transaction is available with which to compare suchAffiliate Transaction, suchAffiliate Transactionis otherwise fair to theCompany orthe relevantRestricted Subsidiaryfrom a financial point of view; and

(2) theCompanydelivers to theTrustee:

(a) with respect to anyAffiliate Transaction orseries of relatedAffiliate Transactionsinvolving aggregate consideration in excess of$20.0 million, anOfficers’ Certificatecertifying that suchAffiliate Transaction orseries of relatedAffiliate Transactionscomplies with thisSection4.11; and

(b) with respect to anyAffiliate Transaction orseries of relatedAffiliate Transactionsinvolving aggregate consideration in excess of$40.0 million, a resolution of theBoard of Directorsof theCompanyset forth in anOfficers’ Certificatecertifying that suchAffiliate Transaction orseries of relatedAffiliated Transactionscomplies with thisSection4.11and that suchAffiliate Transaction orseries of relatedAffiliate Transactionshas been approved by either the Conflicts Committee of theBoard of Directorsof theCompany(so long as the members of the Conflicts Committee approving theAffiliate Transaction orseries of relatedAffiliate Transactionsare disinterested)ora majority of the disinterested members of theBoard of Directorsof theCompany, if any.

(b) The following itemswillnot be deemed to beAffiliate Transactionsand, therefore,willnot be subject to the provisions ofSection4.11(a)hereof:

(1) any employment agreement, employee benefit plan,officer ordirector indemnification agreementorany similar arrangement entered into by theCompany orany of itsRestricted Subsidiariesin the ordinary course of business and payments pursuant thereto;

(2) transactions betweenoramong theCompanyand/oritsRestricted Subsidiaries;

(3) transactions with aPerson(other than anUnrestricted Subsidiaryof theCompany) that is anAffiliateof theCompanysolely because theCompanyowns, directlyorthrough aRestricted Subsidiary, anEquity Interestin,orcontrols, suchPerson;

(4) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangementsorotherwise) of officers, directors, employeesorconsultants of theCompany orany of itsRestricted Subsidiaries;

(5) any issuance ofEquity Interests(other thanDisqualified Stock) of the Company to Affiliates of the Company;

(6) anyPermitted Investments or Restricted Paymentsthat are permitted bySection4.07;

(7) transactions between theCompany orany of itsRestricted Subsidiariesand anyPersonthat would not otherwise constitute anAffiliate Transactionexcept for the fact that one director of such otherPersonis also a director of theCompany orsuchRestricted Subsidiary, as applicable;providedthat such director abstains from voting as a director of theCompany orsuchRestricted Subsidiary, as applicable, on any matter involving such otherPerson;

(8) any transaction in which theCompany orany of itsRestricted Subsidiaries, as the case may be, delivers to theTrusteea letter from an accounting, appraisal, advisoryorinvestment banking firm of national standing stating that such transaction is fair to theCompany orsuchRestricted Subsidiaryfrom a financial point of vieworthat such transaction meets the requirements ofSection4.11(a)(1);

(9) (A) guarantees by theCompany orany of itsRestricted Subsidiariesof performance ofobligationsof theCompany’sUnrestricted Subsidiariesin the ordinary course of business, except for guarantees ofIndebtednessin respect of borrowed money, and (B) pledges by theCompany oranyRestricted Subsidiaryof theCompanyofEquity InterestsinUnrestricted Subsidiariesfor the benefit of lendersorother creditors of theCompany’sUnrestricted Subsidiaries;

(10) anyAffiliate Transactionwith aPersonin its capacity as aholderofIndebtedness or Capital Stockof theCompany oranyRestricted Subsidiaryof theCompanyif suchPersonis treated no more favorably than the other holders ofIndebtedness or Capital Stockof theCompany orsuchRestricted Subsidiary;

(11) transactions withUnrestricted Subsidiaries, customers, clients, suppliersorpurchasersorsellers of goodsorservices,orlessorsorlessees ofproperty, in each case in the ordinary course of business and otherwise in compliance with the terms of thisIndenturewhich are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to theCompanyand itsRestricted Subsidiariesthan those that would have been obtained in a comparable transaction by theCompany orsuchRestricted Subsidiarywith an unrelatedperson, in the good faith determination of theCompany’sBoard of Directors oranyofficerof theCompanyinvolved inorotherwise familiar with such transaction,orare on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(12) in the case of contracts for exploring for, producing, marketing, storingorotherwise handlingHydrocarbons,oractivitiesorservices reasonably relatedorancillary thereto,orother operational contracts, any such contracts entered into in the ordinary course of business and otherwise in compliance with the terms of thisIndenture(a) which are fair to theCompanyand itsRestricted Subsidiaries, in the reasonable determination of theBoard of Directorsof theCompany orthe senior management thereof,orare on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

(13) sales of accounts receivable,orparticipations therein,orrelated assets effected in connection with anyReceivable Facility orany related transaction effected in order to consummate a financing contemplated by aReceivables Facility.

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 of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired.

Section 4.13 Business Activities.

Finance Corp. may not incur Indebtedness unless (1) the Company is a co-issuer or guarantor of such Indebtedness or (2) the net proceeds of such Indebtedness are loaned to the Company or its other Restricted Subsidiaries, used to acquire outstanding debt securities issued by the Company or used to repay Indebtedness of the Company or its other Restricted Subsidiaries as permitted underSection 4.09. Finance Corp. may not engage in any business not related directly or indirectly to obtaining money or arranging financing for the Company or its Restricted Subsidiaries.

Section 4.14 Organizational Existence.

Subject toArticle V andSection 10.04 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(a) its limited liabilitycompanyexistence, and the corporate, partnershiporother existence of each of itsRestricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of theCompany orany suchRestricted Subsidiary; and

(b) the rights (charter and statutory), licenses and franchises of theCompanyand itsRestricted Subsidiaries;provided,however, that theCompanyshall not be required to preserve any such right, licenseorfranchise,orthe corporate, partnershiporother existence of any of itsRestricted Subsidiaries, if theCompanyshall determine that the preservation thereof is no longer desirable in the conduct of the business of theCompanyand itsRestricted Subsidiaries, taken as a whole.

Section 4.15 Offer to Repurchase UponChange of Control.

(a) If aChange of Controloccurs, eachHolder willhave the right to require theCompanyto repurchase allorany part (equal to $1,000oran integral multipleof $1,000 in excess thereof) of thatHolder’s Notespursuant to a cash tender offer (“Change of Control Offer”) onthe terms set forth in thisSection 4.15. In theChange of Control Offer, theCompany willoffer a payment in cash (“Change of Control Payment”) equal to 101%of the aggregate principal amountofNotesrepurchased,plus accrued and unpaid interest, ifany, on theNotesrepurchased to the date of purchase (the “Change of Control Purchase Date”), subject to the rights ofHolders of Notes on the relevant record date to receive interest due on the relevant interest payment date.

Within 30 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes properly tendered prior to the expiration date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by thisSection 4.15 and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with 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 thisSection 4.15, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under thisSection 4.15 by virtue of such compliance.

(b) Promptly following the expiration of theChange of Control Offer, theCompany will, to the extent lawful, accept for payment allNotes orportions ofNotesproperly tendered pursuant to theChange of Control Offer. Promptly after such acceptance, theCompany will, on theChange of Control Purchase Date:

(1) deposit with thePaying Agentan amount equal to theChange of Control Paymentin respect of allNotes orportions ofNotesaccepted for payment; and

(2) deliverorcause to be delivered to thetrusteetheNotesproperly accepted together with anOfficers’ Certificate stating the aggregate principal amountofNotes orportions ofNotesbeing purchased by theCompany.

The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, it will make such payment through the facilities of DTC), 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. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) The provisions described above that require theCompanyto make aChange of Control Offerfollowing aChange of Control willbe applicable whetherornot any other provisions of thisIndentureare applicable.

(d) Notwithstanding anything to the contrary in thisSection4.15, theCompany willnot be required to make aChange of Control Offerupon aChange of Controlif (1) a third party makes theChange of Control Offerin the manner, at the time and otherwise in compliance withthe requirements set forth in thisSection 4.15applicable to aChange of Control Offermade by theCompanyand purchases allNotesproperly tendered and not withdrawn under theChange of Control Offer, (2) notice of redemption of alloutstanding Noteshas been given pursuant toSection3.03, unless and until there is adefaultin payment of the applicable redemption priceor(3) in connection withorin contemplation of anyChange of Control, theCompanyhas made an offer to purchase (an “Alternate Offer”) any and allNotesvalidly tendered at a cash price equal toorhigher than theChange of Control Paymentand has purchased allNotesproperly tendered in accordance with the terms of suchAlternate Offer.

(e) Notwithstanding anything to the contrary contained in thisIndenture, aChange of Control Offermay be made in advance of aChange of Control, conditioned upon the consummation of suchChange of Control, if a definitive agreement is in place for theChange of Controlat the time theChange of Control Offeris made.

(f) In the event that theHoldersof not less than 90%in aggregate principal amount of the outstanding Notes acceptaChange of Control Offerand theCompany(orany third party making suchChange of Control Offerin lieu of theCompanyas described above) purchases all of theNotesheld by suchHolders, theIssuers willhave the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to theChange of Control Offerdescribed above, to redeem all of theNotesthat remainoutstandingfollowing such purchase at a redemption price equal to theChange of Control Paymentplus, to the extent not included in theChange of Control Payment, accrued and unpaid interest, ifany, on theNotesthat remainoutstanding, to the date of redemption (subject to the rights of Holdersof record on the relevant record date to receive interest due on an interest payment datethat is onorprior to the redemption date).

Section 4.16 Additional NoteGuarantees.

If, after the Issue Date, any Restricted Subsidiary of the Company that is not already a Guarantor Guarantees any Indebtedness of either of the Issuers or any Guarantor incurred under any Credit Facility, or any Domestic Subsidiary (other than a Receivables Subsidiary), if not then a Guarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form ofExhibit F hereto and delivering it to the Trustee within 20 business days of the date on which it Guaranteed or incurred such Indebtedness, as the case may be. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released at such time as such Guarantor ceases both (a) to Guarantee any other Indebtedness of either of the Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other Guarantee) and (b) to be an obligor with respect to any Indebtedness under any Credit Facility.

Section 4.17 Designation of Restricted andUnrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be either an Investment made as of the time of the designation that will reduce the amount available for Restricted Payments underSection 4.07(a) hereof or represent a Permitted Investment 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.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted bySection 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 underSection 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) such Indebtedness is permitted underSection 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.18 Covenant Termination.

Notwithstanding any provision of this Indenture or of the Notes to the contrary, if at any time following the Issue Date (a) the Notes are rated Baa3 or better by Moody’s and BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company as a replacement agency), (b) no Default or Event of Default shall have occurred and is continuing under this Indenture and (c) the Issuers have delivered to the Trustee an Officers’ Certificate certifying to such events,Sections 3.09,4.07,4.08,4.09,4.10,4.11,4.17 and5.01(a)(4) of this Indenture will terminate and no Default or Event of Default shall result from any failure to comply with any of the provisions of such Sections.

Article V.
SUCCESSORS

Section 5.01 Merger, ConsolidationorSale of Assets.

(a) Neither of theIssuersmay, directlyorindirectly: (1) consolidateormerge withorinto anotherPerson(whetherornot suchIssueris the survivor),or(2) sell, assign, transfer, convey, leaseorotherwise dispose of allorsubstantially all of its propertiesorassets, in oneormore related transactions, to anotherPerson, unless:

(1) either: (A) suchIssueris the survivingPerson;or(B) thePersonformed byorsurviving any such consolidationormerger (if other than suchIssuer)orto which such sale, assignment, transfer, conveyance, leaseorother disposition has been made (the “Surviving Entity”) is a Person organizedorexisting under the laws of the United States, any state of the United Statesorthe District of Columbia;provided,however, that Finance Corp. may not consolidateormerge withorinto anyPersonother than a corporation satisfying such requirement so long as theCompanyis not a corporation;

(2) theSurviving Entityassumes all theobligationsof suchIssuerunder theNotesand thisIndenturepursuant to a supplementalindenturein a form reasonably satisfactory to theTrustee;

(3) immediately after such transaction, noDefault or EventofDefaultexists;

(4) in the case of a transaction involving the Company and not Finance Corp., either (A)immediately after giving effect to such transactionand any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (1) theCompany ortheSurviving Entitywould be permitted toincurat least $1.00 of additionalIndebtednesspursuant tothe Fixed Charge Coverage Ratio test set forth inSection 4.09(a) or(2) theFixed Charge Coverage Ratioof theCompany orthePersonformed byorsurviving any such consolidationormerger (if other than theCompany),orto which such sale, assignment, transfer, conveyance, leaseorother disposition has been made, is equal toorgreater than theFixed Charge Coverage Ratioof theCompanyimmediately prior to such transactionor(B)immediately after giving effect to such transactionon a pro forma basis, theConsolidated Net Worthof theCompanywould be greater than theConsolidated Net Worthof theCompanyimmediately prior to such transaction;

(5) theSurviving Entityshall take such action (oragree to take such action) as may be reasonably necessary to cause anyproperty orassets that constituteCollateralowned byortransferred to theSurviving Entityto be subject to theParity Liensin the manner and to the extent required under theNote Documentsand shall deliver anopinion of counselas to the enforceability of any amendments, supplementsorother instruments with respect to theNote Documentsto be executed, delivered, filed and recorded, as applicable, and such other matters as theTrustee or Collateral Trustee, as applicable, may reasonably request; and

(6) suchIssuerhas delivered to theTrusteeanOfficers’ Certificateand anOpinion of Counsel, each stating that such consolidation, mergerordisposition and such supplementalindenture, if any, comply with thisIndenture.

(b) Notwithstanding the restrictions described inSection5.01(a)(4), anyRestricted Subsidiary(other than Finance Corp.) may consolidate with, merge intoordispose of allorpart of its propertiesorassets to theCompany, and theCompany willnot be required to comply withSection5.01(a)(5)in connection with any such consolidation, mergerordisposition

(c) NotwithstandingSection5.01(a), theCompanymay reorganize as any other form of entity in accordance with the following proceduresprovidedthat:

(1) the reorganization involves the conversion (by merger, sale, contributionorexchange of assetsorotherwise) of theCompanyinto a form of entity other than a limited liabilitycompanyformed under Delaware law;

(2) the entity so formed byorresulting from such reorganization is an entity organizedorexisting under the laws of the United States, any state thereoforthe District of Columbia;

(3) the entity so formed byorresulting from such reorganization assumes all theobligationsof theCompanyunder theNotesand thisIndenturepursuant to a supplementalindenturein a form reasonably satisfactory to theTrustee;

(4) immediately after such reorganization noDefault(other than aReporting Default) or Event of Defaultexists; and

(5) such reorganization is not materially adverse to theHolders or Beneficial Ownersof theNotes(for purposes of this clause(5)a reorganizationwillnot be considered materially adverse to the HoldersorBeneficial Owners of theNotessolely because the successororsurvivor of such reorganization (A) is subject to federalorstate income taxation as an entityor(B) is considered to be an “includible corporation” of an affiliated group of corporations within the meaning of Section 1504(b) of theCode orany similar stateorlocal law).

(d) For purposes of thisSection5.01, the transfer (by lease, assignment, saleorotherwise, in a single transactionorseries of transactions) of allorsubstantially all of the propertiesorassets of oneormoreRestricted Subsidiariesof theCompany, theCapital Stockof which constitutes allorsubstantially all of the propertiesorassets of theCompany, shall be deemed to be the transfer of allorsubstantially all of the propertiesorassets of theCompany.

Section 5.02 SuccessorIssuerSubstituted.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease 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 Surviving Entity shall 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 an “Issuer” shall refer instead to the successor Person and not to the predecessor Issuer), and may exercise every right and power of such Issuer under this Indenture with the same effect as if such successor Person had been named as the predecessor Issuer herein;provided,however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, or premium or interest, if any, on, the Notes in the case of a lease of all or substantially all of such Issuer’s properties or assets in a transaction that is subject to, and that complies with the provisions of,Section 5.01 hereof.

Article VI.
DEFAULTS AND REMEDIES

Section 6.01 Events ofDefault.

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

(a) defaultfor 30 days in the payment when due of interest on theNotes;

(b) defaultin the payment when due (atStated Maturity, upon redemptionorotherwise) ofthe principal of, or premium, if any, on, theNotes;

(d) failure by theCompanyfor 120 days after notice to theCompanyby theTrustee ortheHoldersof at least 25%in aggregate principal amount of the Notes then outstanding tocomply withSection4.03;

(e) failure by theIssuersfor 60 days after notice to theCompanyby theTrustee ortheHoldersof at least 25%in aggregate principal amount of the Notes then outstanding tocomply with any of their other agreements in thisIndenture;

(f) defaultunder any mortgage,indenture orinstrument under which there may be issuedorby which there may be securedorevidenced anyIndebtednessfor money borrowed by theCompany orany of itsRestricted Subsidiaries(orthe payment of which is guaranteed by theCompany orany of itsRestricted Subsidiaries), whether suchIndebtedness or Guaranteenow exists,oris created after the Issue Date, if thatdefault:

(1) is caused by a failure to pay principal of, premium on, if any,orinterest, if any, on suchIndebtednessprior to the expiration of the grace periodprovidedin suchIndebtednesson the date of suchdefault(a “Payment Default”);or

(2) results in the acceleration of suchIndebtednessprior to its express maturity,

and, in each case, the principal amount of any suchIndebtedness, together with the principal amount of any other suchIndebtednessunder which there has been aPayment Default orthe maturity of which has been so accelerated, aggregates$15.0 million ormore;provided,however, if, prior to any acceleration of theNotes,(i)any suchPayment Defaultis curedorwaived, (ii) any such acceleration is rescinded,or(iii) suchIndebtednessis repaid during the 60 day period commencing upon the end of any applicable grace period for suchPayment Default orthe occurrence of such acceleration, as the case may be, anyDefault or EventofDefault(but not any acceleration of theNotes) caused by suchPayment Default oracceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment, decreeorapplicable law;

(g) failure by theCompany orany of itsRestricted Subsidiariesto pay final judgments entered by a courtorcourts of competent jurisdiction aggregating in excess of$15.0 million(to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, dischargedorstayed, for a period of 60 days;

(h) the Company, Finance Corp. or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiarypursuant toorwithin the meaning ofBankruptcy Law:

(1) commences a voluntary case,

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

(3) consents to the appointment of acustodianof itorfor allorsubstantially all of itsproperty,

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

(5) generally is not paying its debts as they become due;

(i) a court of competent jurisdiction enters an orderordecree under anyBankruptcy Lawthat:

(1) is for relief againstthe Company, Finance Corp. or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiaryin an involuntary case;

(2) appoints acustodianofthe Company, Finance Corp. or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary orfor allorsubstantially all of thepropertyof theCompany orany of itsRestricted Subsidiariesthat is aSignificant Subsidiary oranygroup of Restricted Subsidiariesof theCompanythat, taken together, would constitute aSignificant Subsidiary;or

(3) orders the liquidation ofthe Company, Finance Corp. or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary,

and the orderordecree remains unstayed and in effect for 60 consecutive days;

(j) except as permitted by thisIndenture, anyNote Guaranteeis held in any judicial proceeding to be unenforceableorinvalidorceases for any reason to be in full force and effect,oranyGuarantor,oranyPersonacting on behalf of anyGuarantor, deniesordisaffirms itsobligationsunder itsNote Guarantee, except, in each case, by reason of the release of suchNote Guaranteein accordance with thisIndenture; and

(k) the occurrence of the following:

(1) except as permitted by theNote Documents, any NoteDocumentestablishing theParity Liensceases for any reason to be fully enforceable;providedthat itwillnot be anEventofDefaultunder thisSection6.01(k)(1)if the sole result of the failure of oneormoreNote Documentsto be fully enforceable is that anyParity Lienpurported to be granted under such NoteDocumentonCollateral, individuallyorin the aggregate, having aFair Market Valueof not more than$15.0 million, ceases to be an enforceable and perfectedParity Lien;provided,further, that if such failure is susceptible to cure, noEventofDefaultshall arise with respect thereto until 45 days after anyOfficerof theCompany orany of itsRestricted Subsidiariesbecomes aware of such failure, which failure has not been cured during such time period;

(2) except as permitted by theNote Documents, anyParity Lienpurported to be granted under any NoteDocumentonCollateral, individuallyorin the aggregate, having aFair Market Valuein excess of$15.0 million, ceases to be an enforceable and perfected second priorityLien, subject to theIntercreditor Agreement and Permitted Collateral Liens;providedthat if such failure is susceptible to cure, noEventofDefaultshall arise with respect thereto until 45 days after anyOfficerof theCompany oranyRestricted Subsidiarybecomes aware of such failure, which failure has not been cured during such time period; and

(3) theCompany orany otherGrantor,oranyPersonacting on behalf of any of them, deniesordisaffirms, in writing, any obligation of theCompany orany otherGrantorset forth inorarising under any NoteDocumentestablishingParity Liens(other than theobligationsunder any NoteDocumentof anyGuarantorthat has been released of itsobligationsunder such NoteDocumentin accordance with the terms thereof).

Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (h) or (i) ofSection 6.01 hereof, with respect to the Company, 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.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Company and the Trustee may, on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, or premium or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

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

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

Section 6.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of principal of, or premium or interest, if any, on, the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Controlby 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.

No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(a) suchHolderhas previously given to theTrusteewritten notice that anEventofDefaultiscontinuing;

(b) Holdersof at least 25%in aggregate principal amount of the then outstanding Notes makea written request to theTrusteeto pursue the remedy;

(c) suchHolder or Holdersoffer and, if requested, provide to theTrusteesecurityorindemnity reasonably satisfactory to theTrusteeagainst any loss, liabilityorexpense;

(d) theTrusteedoes not comply with such request within 60 days after receipt of the request and the offer of securityorindemnity; and

(e) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes donot give theTrusteea direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights ofHoldersofNotesto Receive Payment.

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

Section 6.08 Collection Suit byTrustee.

If an Event of Default specified inSections 6.01(a) or(b) 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, or premium or interest, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the 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 compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee underSection 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 underSection 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 thisArticle VI, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due underSection 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;

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

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

The Trustee may fix a record date and payment date for any payment to Holders of the Notes pursuant to thisSection 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. ThisSection 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant toSection 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

Article VII.
TRUSTEE

Section 7.01 Duties ofTrustee.

(a) If anEventofDefaulthas occurred and iscontinuing, theTrustee willexercise such of the rights and powers vested in it by thisIndenture, and use the same degree of care and skill in its exercise, as a prudent man would exerciseoruse under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of anEventofDefault:

(i) the duties of theTrustee willbe determined solely by the express provisions of thisIndentureand theTrusteeneed perform only those duties that are specifically set forth in thisIndentureand no others, and no implied covenantsor obligationsshall be read into thisIndentureagainst theTrustee; and

(ii) in the absence of bad faith on its part, theTrusteemay conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificatesoropinions furnished to theTrusteeand conforming to the requirements of thisIndenture. However, theTrustee willexamine the certificates and opinions to determine whetherornot they conform to the requirements of thisIndenture (but need not confirm or investigate the mathematical calculations or other facts stated therein).

(c) TheTrusteemay not be relieved from liabilities for its own negligent action, its own negligent failure to act,orits own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph(b)of thisSection7.01;

(ii) theTrustee willnot be liable for any error of judgment made in good faith by aResponsible Officer, unless it is proved that theTrusteewas negligent in ascertaining the pertinent facts; and

(iii) theTrustee willnot be liable with respect to any action it takesoromits to take in good faith in accordance with a direction received by it pursuant toSection6.05hereof.

(d) Whetherornot therein expressly soprovided, every provision of thisIndenturethat in any way relates to theTrusteeis subject to paragraphs(a),(b), and(c)of thisSection7.01.

(e) No provision of thisIndenture willrequire theTrusteeto expendorrisk its own fundsor incurany liability. TheTrustee willbe under no obligation to exercise any of its rights and powers under thisIndentureat the request of anyHolders, unless suchHolderhas offered to theTrusteesecurity and indemnity reasonably satisfactory to it against any loss, liabilityorexpense.

(f) TheTrustee willnot be liable for interest on any money received by it except as theTrusteemay agree in writing with theIssuers. Money held in trust by theTrusteeneed not be segregated from other funds except to the extent required by law.

Section 7.02 Rights ofTrustee.

(a) The Trustee may conclusively rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or 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 any such resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both, in each case that conforms to Section 12.05. TheTrustee willnot be liable for any action it takesoromits to take in good faith in reliance on suchOfficers’ Certificate or Opinion of Counsel. TheTrusteemay consult with counsel and the written advice of such counseloranyOpinion of Counsel willbe full and complete authorization and protection from liability in respect of any action taken, sufferedoromitted by it hereunder in good faith and in reliance thereon.

(c) TheTrusteemay act through its attorneys and agents andwillnot be responsible for the misconductornegligence of anyagentappointed with due care.

(d) TheTrustee willnot be liable for any action it takesoromits to take in good faith that it believes to be authorizedorwithin the rightsorpowers conferred upon it by thisIndenture.

(e) Unless otherwise specificallyprovidedin thisIndenture, any demand, request, directionornotice from theIssuers willbe sufficient if signed by anOfficerof theCompany.

(f) TheTrustee willbe under no obligation to exercise any of the rightsorpowers vested in it by thisIndentureat the requestordirection of any of theHoldersunless suchHoldershave offered to theTrusteereasonable indemnityorsecurity satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such requestordirection.

(g) TheTrusteeshall not be deemed to have notice of aDefault oranEventofDefault except (i) a Default under Section 6.01(a) or (b) so long as the Trustee is the Paying Agent with respect to the Notes, or (ii) any Default or Event of Default of which the Trustee shall have received written notification or a Responsible Officerof theTrustee who is charged with administration of this Indenturehas actual knowledge of suchDefault or EventofDefault but such actual knowledge shall not include receipt of information obtained in any report or other documents furnished under Section 4.03 of this Indenture, which reports and documents the Trustee shall have no duty to examine.

(h) No provision of this Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it is offered reasonable security or indemnity against any loss, liability or expense.

Section 7.03 Individual Rights ofTrustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) after a Default has occurred and is continuing it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject toSections 7.10 and7.11 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 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 of the Notes a notice of the Default or Event of Default within 90 days after it occurs, unless the Default has been cured. Except in the case of a Default or Event of Default in payment of principal of, or premium or interest, if any, on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06 Reports byTrusteetoHoldersof theNotes.

(a) Within 60 days after each May 1 beginning with May 1, 2016, and for so long asNotesremainoutstanding, theTrustee willmail to theHoldersof theNotesa brief report dated as of such reporting date that complies withTIA §313(a) (but if no event described inTIA§313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). TheTrusteealsowillcomply withTIA§313(b)(2). TheTrustee willalso transmit by mail all reports as required byTIA§313(c).

(b) A copy of each report at the time of its mailing to theHolders willbe mailed by theTrusteeto theIssuersand filed by theTrusteewith theSECand each stock exchange, if any, upon which theNotesare listed. TheIssuers willpromptly notify theTrusteewhen theNotesare listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

(a) TheIssuers willpay to theTrusteefrom time to time reasonable compensation for its acceptance of thisIndentureand services hereunder. TheTrustee’s compensationwillnot be limited by any law on compensation of atrusteeof an express trust. TheIssuers willreimburse theTrusteepromptly upon request for all reasonable disbursements, advances and expenses incurredormade by it in addition to the compensation for its services. Such expenseswillinclude the reasonable compensation, disbursements and expenses of theTrustee’s agents and counsel.

(b) The Issuers and the Guarantors will indemnify the Trustee for, and hold it harmless against, any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing thisIndentureagainst theIssuersand theGuarantors(including thisSection7.07)and defending itself against any claim (whether asserted by theIssuers, theGuarantors, anyHolder orany otherPerson)orliability in connection with the exerciseorperformance of any of its powersorduties hereunder, except to the extent any such loss, liabilityorexpense may be attributable to its negligenceorbad faith. TheTrustee willnotify theIssuerspromptly of any claim for which it may seek indemnity. Failure by theTrusteeto so notify theIssuers willnot relieve theIssuers orany of theGuarantorsof theirobligationshereunder. TheIssuers orsuchGuarantor willdefend the claim, and theTrustee willcooperate in the defense. TheTrusteemay have separate counsel, and theIssuers willpay the reasonable fees and expenses of such counsel. Neither theIssuersnor anyGuarantorneed pay for any settlement made without its consent, which consentwillnot be unreasonably withheld.

(c) Theobligationsof theIssuersand theGuarantorsunder thisSection7.07 willsurvive the satisfaction and discharge of thisIndenture.

(d) To secure theIssuers’ and theGuarantors’ paymentobligationsin thisSection7.07, theTrustee willhave aLienprior to theNoteson all moneyor propertyheldorcollected by theTrustee, except that held in trust topay principal of, or premium or interest, if any, on, particularNotes. SuchLien willsurvive the satisfaction and discharge of thisIndenture.

(e) When theTrusteeincurs expensesorrenders services after anEventofDefaultspecified inSection6.01(h) or(i)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 anyBankruptcy Law.

Section 7.08 Replacement ofTrustee.

(a) A resignationorremoval of theTrusteeand appointment of a successorTrustee willbecome effective only upon the successorTrustee’s acceptance of appointment asprovidedin thisSection7.08.

(b) TheTrusteemay resign in writing at any time and be discharged from the trust hereby created by so notifying theIssuers.The Holders of a majority in aggregate principal amount of the then outstanding Notes mayremove theTrusteeby so notifying theTrusteeand theIssuersin writing. TheIssuersmay remove theTrusteeif:

(i) theTrusteefails to comply withSection7.10hereof;

(ii) theTrusteeis adjudged a bankruptoran insolventoran order for relief is entered with respect to theTrusteeunder anyBankruptcy Law;

(iii) acustodian orpublicofficertakes charge of theTrustee oritsproperty;or

(iv) theTrusteebecomes incapable of acting.

(c) If theTrusteeresignsoris removedorif a vacancy exists in the office ofTrusteefor any reason, theIssuers willpromptly appoint a successorTrustee. Within one year after the successorTrusteetakes office,the Holders of a majority in aggregate principal amount of the then outstanding Notes mayappoint a successorTrusteeto replace the successorTrusteeappointed by theIssuers.

(d) If a successorTrusteedoes not take office within 60 days after the retiringTrusteeresignsoris removed, the retiringTrustee, theIssuers,ortheHoldersof at least 10%in aggregate principal amount of the then outstanding Notes maypetition any court of competent jurisdiction for the appointment of a successorTrustee.

(e) If theTrustee, after written request by anyHolderwho has been aHolderfor at least six months, fails to comply withSection7.10hereof, suchHoldermay petition any court of competent jurisdiction for the removal of theTrusteeand the appointment of a successorTrustee.

(f) A successorTrustee willdeliver a written acceptance of its appointment to the retiringTrusteeand to theIssuers. Thereupon, the resignationorremoval of the retiringTrustee willbecome effective, and the successorTrustee willhave all the rights, powers and duties of theTrusteeunder thisIndenture. The successorTrustee willmail a notice of its succession toHolders. The retiringTrustee willpromptly transfer allpropertyheld by it asTrusteeto the successorTrustee;providedall sums owing to theTrusteehereunder have been paid and subject to theLien providedfor inSection7.07hereof. Notwithstanding replacement of theTrusteepursuant to thisSection7.08, theIssuers’obligationsunderSection7.07hereofwillcontinue for the benefit of the retiringTrustee.

Section 7.09 SuccessorTrusteeby Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the successor corporation or national banking association 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 $100.0 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).

Section 7.11 Preferential Collection of Claims Against 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.

Section 7.12 Trustee in Other Capacities.

References to the Trustee in Sections 7.01, 7.02, 7.03, 7.04, 7.07 and 7.08 shall be understood to include the Trustee when acting in other capacities under the Note Documents, including, without limitation, as Collateral Trustee and Paying Agent. Without limiting the foregoing, and for the avoidance of doubt, such Sections shall be read to apply to the Collateral Trustee and the Security Documents, mutatis mutandis, in addition to this Indenture. The privileges, rights, indemnities and exculpatory provisions contained in this Indenture shall apply to the Trustee, wherever it is acting in any capacity under the Note Documents.

Article VIII.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasanceor Covenant Defeasance.

The Issuers may at any time, at the option of their respective Boards of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have eitherSection 8.02 or8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in thisArticle VIII.

Section 8.02 Legal Defeasanceand Discharge.

Upon the Issuers’ exercise underSection 8.01 hereof of the option applicable to thisSection 8.02, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth inSection 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 Issuers 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 ofSection 8.05 hereof and the other Sections of this Indenture referred to in clauses (a) and (b) 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 Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(a) the rights ofHoldersofoutstanding Notesto receive payments in respect ofthe principal of, or premium or interest, if any, on, suchNoteswhen such payments are due from the trust referred to inSection8.04hereof;

(b) theIssuers’obligationswith respect to suchNotesunderArticleIIandSection4.02hereof;

(c) the rights, powers, trusts, duties and immunities of theTrusteehereunder and theIssuers’ and theGuarantors’obligationsin connection therewith; and

(d) thisArticleVIII.

Subject to compliance with thisArticle VIII, the Issuers may exercise their option under thisSection 8.02 notwithstanding the prior exercise of its option underSection 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise underSection 8.01 hereof of the option applicable to thisSection 8.03, the Issuers and each of the Guarantors will, subject to the satisfaction of the conditions set forth inSection 8.04 hereof, be released from each of their respective obligations under the covenants contained inSections 3.09,4.03,4.05,4.07,4.08,4.09,4.10,4.11,4.12,4.13,4.14 (as it relates to any Restricted Subsidiary of the Company),4.15,4.16, and4.17 hereof and clause (4) ofSection 5.01(a) hereof with respect to the outstanding Notes on and after the date the conditions set forth inSection 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 to the extent permitted by GAAP). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Issuers 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 will not constitute a Default or an Event of Default underSection 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 underSection 8.01 hereof of the option applicable to thisSection 8.03, subject to the satisfaction of the conditions set forth inSection 8.04 hereof,Section 6.01(c),(d),(e),(f),(g) and(j) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legalor Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under eitherSections 8.02 or8.03 hereof:

(a) theIssuersmust irrevocably deposit with theTrustee, in trust, for the benefit of theHolders, cash in U.S. dollars, non-callableGovernment Securities,ora combination thereof, in such amounts aswillbe sufficient, in the opinion of a nationally recognized investment bank, appraisal firmorfirm of independent public accountants, to pay the principal of, premium on, if any, and interest, if any, on, theoutstanding Noteson the stated date for payment thereoforon the applicable redemption date, as the case may be, and theIssuersmust specify whether theNotesare being defeased to such stated date for paymentorto a particular redemption date;

(b) in the case of an election underSection8.02hereof, theIssuersmust deliver to theTrusteeanOpinion of Counselreasonably acceptable to theTrusteeconfirming that:

(i) theIssuershave received from,orthere has been published by, the Internal Revenue Service a ruling;or

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(ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon suchOpinion of Counsel willconfirm that, the Holders of theoutstanding Notes willnot recognize income, gainorloss for federal income tax purposes as a result of suchLegal Defeasanceandwillbe 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 suchLegal Defeasancehad not occurred;

(c) in the case of an election underSection8.03hereof, theIssuersmust deliver to theTrusteeanOpinion of Counselreasonably acceptable to theTrusteeconfirming that theHoldersof theoutstanding Notes willnot recognize income, gainorloss for federal income tax purposes as a result of suchCovenant Defeasanceandwillbe 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 suchCovenant Defeasancehad not occurred;

(d) noDefault or EventofDefaulthas occurred and iscontinuingon the date of such deposit (other than aDefault or EventofDefaultresulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to otherIndebtedness), and the granting ofLiensto secure such borrowings);

(e) such Legal Defeasanceor Covenant Defeasance willnot result in a breachorviolation of,orconstitute adefaultunder, any material agreementorinstrument (other than thisIndentureand the agreements governing any otherIndebtednessbeing defeased, dischargedorreplaced) to which theCompany orany of itsSubsidiariesis a partyorby which theCompany orany of itsSubsidiariesis bound;

(f) theIssuersmust deliver to theTrusteeanOfficers’ Certificatestating that the deposit was not made by theIssuerswith the intent of preferring theHoldersof theNotesover the other creditors of theIssuerswith the intent of defeating, hindering, delayingordefrauding any creditors of theIssuers orothers; and

(g) theIssuersmust deliver to theTrusteeanOfficers’ Certificateand anOpinion of Counsel, each stating that all conditions precedent relating to theLegal Defeasance ortheCovenant Defeasancehave been complied with.

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

Subject toSection 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 thisSection 8.05, the “Trustee”) pursuant toSection 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, or premium or interest, if any, 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 toSection 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.

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Notwithstanding anything in thisArticle VIII 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 inSection 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 underSection 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment toIssuers.

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, or premium or interest, if any, on, any Note and remaining unclaimed for two years after such principal, or premium or interest, if any, has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) will be discharged from such trust; and the Holder of such Note 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 withSections 8.02 or8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the 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 toSections 8.02 or8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance withSections 8.02 or8.03 hereof, as the case may be;provided,however, that, if the Issuers make any payment of principal of, or premium or interest, if any, 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.

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Article IX.
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent ofHoldersofNotes.

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

(a) to cure any ambiguity, defectorinconsistency;

(b) to provide for uncertificatedNotesin addition toorin place of certificatedNotes;

(c) to provide for the assumption of theIssuers’oraGuarantor’sobligationstoHoldersof theNotesand NoteGuaranteesin the case of a mergerorconsolidationorsale of allorsubstantially all of theIssuers’orsuchGuarantor’s propertiesorassets, as applicable;

(d) to make any change that would provide any additional rightsorbenefits to theHoldersof theNotes orthat does not adversely affect the legal rights under thisIndentureof anyHolder;

(e) to comply with requirements of theSECin order to effectormaintain the qualification of thisIndentureunder theTIA;

(f) to conform the text of theNote Documentsto any provision of the “Description ofNotes” section of theIssuers’ Offering Memorandumdated January 8, 2016, relating to the initial offering of theNotes in connection with an exchange offer for the Existing Unsecured Notes;

(g) to conform the text of theNote Documents orany other such documents (in recordable form) as may be necessaryoradvisable to preserve and confirm the relative priorities of thePriority Lien Documentsand theParity Lien Documentsas such priorities are contemplated by and set forth in theIntercreditor Agreement;

(h) to provide for the issuance ofAdditional Notesin accordance with the limitations set forth in thisIndentureas of the Issue Date;

(i) to add any additionalGuarantor orto evidence the release of anyGuarantorfrom itsNote Guarantee, in each case asprovidedin thisIndenture;

(j) to evidenceorprovide for the acceptance of appointment under thisIndentureof a successorTrustee;

(k) to make, completeorconfirm any grant ofCollateralpermittedorrequired by any of theNote Documents;

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(l) to release, discharge, terminateorsubordinateLiensonCollateralin accordance with theNote Documentsand to confirm and evidence any such release, discharge, terminationorsubordination;or

(m) with respect to theNote Documents, asprovidedin theIntercreditor Agreementand theCollateral Trust Agreement.

Upon the request of the Company, and upon receipt by the Trustee of the documents described inSection 9.06 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 thisSection 9.01 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 ofHoldersofNotes.

Except as provided below in thisSection 9.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture (including, without limitation,Sections 3.09,4.10 and4.15 hereof) and the other Note Documents 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), and, subject toSections 6.04 and6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium or interest, if any, 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), in each case in addition to any required consent of holders of other Parity Lien Obligations required with respect to any amendment or waiver under any Note Document.Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of thisSection 9.02. However, without the consent of each Holder affected, an amendment, supplement or waiver under thisSection 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(a) reduce the principal amount ofNoteswhoseHoldersmust consent to an amendment, supplementorwaiver;

(b) reduce the principal oforchange the fixed maturity of anyNote oralterorwaive any of the provisions with respect to the redemptionorrepurchase of theNotes(other than provisions underSection3.09,4.10or4.15);

(d) waive aDefault or EventofDefaultinthe payment of principal of, or premium or interest, if any, ontheNotes(except a rescission of acceleration of theNotesbythe Holders of a majority in aggregate principal amount of the then outstanding Notes anda waiver of thepayment defaultthat resulted from such acceleration);

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(e) make anyNotepayable in money other than that stated in theNotes;

(f) make any change in the provisions of thisIndenturerelating to waivers of pastDefaults orthe rights ofHoldersof theNotesto receivepayments of principal of, or premium or interest, if any, on, theNotes(other than as permitted in clause(g)below);

(g) waive a redemptionorrepurchase payment with respect to anyNote(other than a payment required bySection3.09,4.10or4.15);

(h) release anyGuarantorfrom any of itsobligationsunder itsNote Guarantee orthisIndenture, except in accordance with the terms of thisIndenture;

(i) make any change in the preceding amendment, supplement and waiver provisions;

(j) make any change to the rankingormodify the ranking of the Notes orNoteGuaranteesthat would adversely affect the Holders;or

(k) make any change to the consent of Holders of Notesrequired to release theLiensfor the benefit of the Holders on all, substantially allorany part of theCollateral, other than in accordance with theNote Documents.

In addition, any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Note Documents) will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding. Further, the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Trustee in connection with any amendments to corresponding security documents creating Priority Liens. The Trustee and the Collateral Trustee shall be entitled to rely upon an Officers’ Certificate and/or an Opinion of Counsel certifying that such Parity Lien Obligations or Priority Lien Obligations, as the case may be, were issued or borrowed in compliance with the Credit Agreement, this Indenture, the Intercreditor Agreement and the Security Documents.

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 of the Notes as aforesaid, and upon receipt by the Trustee of the documents described inSection 9.06 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.

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The consent of theHoldersis not necessary under thisSection9.02to approve the particular form of any proposed amendment, supplementorwaiver. It is sufficient if such consent approves the substance of the proposed amendment, supplementorwaiver. After an amendment, supplementorwaiver under thisIndenturerequiring the approval of theHoldersbecomes effective, theCompany willmail to theHoldersa notice briefly describing the amendment, supplementorwaiver. However, the failure to give such notice,orany defect in the notice,willnot impairoraffect the validity of the amendment, supplementorwaiver.

Section 9.03 [Reserved.]

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation onor ExchangeofNotes.

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 thisArticle IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject toSection 7.01 hereof) will be fully protected in relying upon, in addition to the documents required bySection 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 X.
NOTE GUARANTEES

Section 10.01 Guarantee.

(a) Subject to thisArticleX, each of theGuarantorshereby, jointly and severally, unconditionallyGuaranteesto eachHolderof aNoteauthenticated and delivered by theTrusteeand to theTrusteeand its successors and assigns, irrespective of the validity and enforceability of thisIndenture, theNotes ortheobligationsof theIssuershereunderorthereunder, that:

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(i) the principal of, or premium or interest, if any, on, theNotes willbe promptly paid in full when due, whether atstated maturity, by acceleration, redemptionorotherwise, and interest onthe overdue principal of, or premium or interest, if any, on, theNotes, if lawful, and all otherobligationsof theCompanyto theHolders ortheTrusteehereunderorthereunderwillbe promptly paid in fullorperformed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of paymentorrenewal of anyNotes orany of such otherobligations, that samewillbe promptly paid in full when dueorperformed in accordance with the terms of the extensionorrenewal, whether atstated maturity, by accelerationorotherwise.

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) TheGuarantorshereby agree that theirobligationshereunder are unconditional, irrespective of the validity, regularityorenforceability of theNotes orthisIndenture, the absence of any action to enforce the same, any waiverorconsent by anyHolderof theNoteswith respect to any provisions hereoforthereof, the recovery of any judgment against theIssuers, any action to enforce the sameorany other circumstance which might otherwise constitute a legalorequitable dischargeordefense of a guarantor. EachGuarantorhereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvencyorbankruptcy of theIssuers, any right to require a proceeding first against theIssuers, protest, notice and all demands whatsoever and covenant that thisNote Guarantee willnot be discharged except by complete performance of theobligationscontained in theNotesand thisIndenture.

(c) If anyHolder ortheTrusteeis required by any courtorotherwise to return to theIssuers, theGuarantors oranycustodian,trustee, liquidatororother similar official acting in relation to either theIssuers ortheGuarantors, any amount paid by any of them to theTrustee orsuchHolder, thisNote Guarantee, to the extent theretofore discharged,willbe reinstated in full force and effect.

(d) EachGuarantoragrees that itwillnot be entitled to any right of subrogation in relation to theHoldersin respect of anyobligations Guaranteedhereby until payment in full of allobligations Guaranteedhereby. EachGuarantorfurther agrees that, as between theGuarantors, on the one hand, and theHoldersand theTrustee, on the other hand, (i) the maturity of theobligations Guaranteedhereby may be accelerated asprovidedinArticleVIhereof for the purposes of thisNote Guarantee, notwithstanding any stay, injunctionorother prohibition preventing such acceleration in respect of theobligations Guaranteedhereby, and (ii) in the event of any declaration of acceleration of suchobligationsasprovidedinArticleVIhereof, suchobligations(whetherornot due and payable)willforthwith become due and payable by theGuarantorsfor the purpose of thisNote Guarantee. TheGuarantors willhave the right to seek contribution from any non-payingGuarantorso long as the exercise of such right does not impair the rights of theHoldersunder theNote Guarantee.

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Section 10.02 Limitation onGuarantorLiability.

Each Guarantor and, by its acceptance of Notes, each Holder hereby confirm 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 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 thisArticle X, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery ofNote Guarantee.

To evidence its Note Guarantee set forth inSection 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached asExhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture, or a supplement thereto, will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth inSection 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on the notation of its Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which such notation of its Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

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

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Restricted Subsidiary after the Issue Date, if required bySection 4.16 hereof, the Company will cause such Restricted Subsidiary to comply with the provisions ofSection 4.16 hereof and thisArticle X, to the extent applicable.

Section 10.04 GuarantorsMay Consolidate, etc., on Certain Terms.

No Guarantor may sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

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(a) immediately after giving effect to such transaction orseries of transactions, noDefault or EventofDefaultexists;

(b) either:

(i) thePersonacquiring the propertiesorassets in any such saleorother dispositionorthePersonformed byorsurviving any such consolidationormerger (if other than theGuarantor) unconditionally assumes all theobligationsof thatGuarantorunder itsNote Guaranteeand thisIndenturepursuant to a supplementalindenturein form reasonably satisfactory to theTrustee;or

(ii) such transactionorseries of transactions does not violateSection4.10hereof; and

(c) if thePersonformed by or surviving any such consolidationormerger, if applicable, is aRestricted Subsidiaryof theCompany, then suchPersonshall take such action (oragree to take such action) as may be necessary to cause anyproperty orassets that constituteCollateralowned byortransferred to suchPersonto be subject to theParity Liensin the manner and to the extent required under theNote Documentsand shall deliver anopinion of counselas to the enforceability of any amendments, supplementsorother instruments with respect to theNote Documentsto be executed, delivered, filed and recorded, as applicable, and such other matters as theTrustee or Collateral Trustee, as applicable, may reasonably request.

In case of any such consolidation, merger, sale or other disposition 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 of the Guarantor 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 notations of Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers 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.

Section 10.05 Releases.

The Note Guarantee of a Guarantor shall be released:

(a) in connection with any saleorother disposition of allorsubstantially all of the propertiesorassets of thatGuarantor, by way of merger, consolidationorotherwise, to aPersonthat is not (either beforeor after giving effect to such transaction) theCompany oraRestricted Subsidiaryof theCompany, if the saleorother disposition does not violateSection4.10hereof;

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(b) in connection with any saleorother disposition ofCapital Stockof thatGuarantorto aPersonthat is not (either beforeor after giving effect to such transaction) theCompany oraRestricted Subsidiaryof theCompany, if the saleorother disposition does not violateSection4.10hereof and suchGuarantorceases to be aRestricted Subsidiaryof theCompanyas a result of the saleorother disposition;

(c) upon designation of anyRestricted Subsidiarythat is aGuarantoras anUnrestricted Subsidiaryin accordance with the terms of thisIndenture;

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(d) upon Legal Defeasanceor Covenant Defeasancein accordance withArticleVIIIhereoforsatisfaction and discharge of thisIndenturein accordance withArticleXIhereof;

(e) upon the liquidationordissolution of suchGuarantor providednoDefault or EventofDefaulthas occurred that iscontinuing;

(f) at such time as suchGuarantorceases both (a) toGuaranteeany otherIndebtednessof either of theIssuersand anyIndebtednessof any otherGuarantor(except as a result of payment under any such otherGuarantee) and (b) to be anobligorwith respect to anyIndebtednessunder anyCredit Facility;or

(g) upon suchGuarantorconsolidating with, merging intoortransferring all of its propertiesorassets to either of theIssuers oranotherGuarantor, and as a result of,orin connection with, such transaction suchGuarantordissolvingorotherwise ceasing to exist.

Any Guarantor not released from its obligations under its Note Guarantee as provided in thisSection 10.05 will remain liable for the full amount of principal of, or premium or interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in thisArticle X.

Article XI.
SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified in thisArticle XI), when:

(a) either:

(1) allNotesthat have been authenticated, except lost, stolenordestroyedNotesthat have been replacedorpaid andNotesfor whose payment money has been deposited in trust and thereafter repaid to theIssuers, have been delivered to theTrusteefor cancellation;or

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(2) allNotesthat have not been delivered to theTrusteefor cancellation have become due and payable by reason of the mailing of a notice of redemptionorotherwiseor willbecome due and payable within one year and either anIssuer oranyGuarantorhas irrevocably depositedorcaused to be deposited with theTrusteeas trust funds in trust solely for the benefit of theHolders, cash in U.S. dollars, non-callableGovernment Securities,ora combination thereof, in such amounts aswillbe sufficient, without consideration of any reinvestment of interest, to pay and discharge the entireIndebtednesson theNotesnot delivered to theTrusteefor cancellation for principal,orpremium, if any,orinterest, if any, to the date ofStated Maturity orredemption;

(b) in respect of subclause(2)of clause(a)of thisSection11.01, noEventofDefaulthas occurred and iscontinuingon the date of the deposit (other than anEventofDefaultresulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to otherIndebtednessand, in each case, the granting ofLiensto secure such borrowings) and the depositwillnot result in a breachorviolation of,orconstitute adefaultunder, any other instrument to which eitherIssuer oranyGuarantoris a partyorby which eitherIssuer oranyGuarantoris bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to otherIndebtedness, and in each case the granting ofLiensto secure such borrowings);

(d) theIssuershave delivered irrevocable instructions to theTrusteeto apply the deposited money toward the payment of theNotesatStated Maturity oron the redemption date, as the case may be.

In addition, the Issuers must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if funds have been deposited with the Trustee pursuant to subclause (2) of clause (a) of thisSection 11.01, the provisions ofSection 11.02 andSection 8.06 hereof will survive. In addition, nothing in thisSection 11.01 will be deemed to discharge those provisions ofSection 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 ofSection 8.06 hereof, all funds deposited with the Trustee pursuant toSection 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, or premium, if any, or interest, if any, for whose payment such money has been deposited with the Trustee; but such funds 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 withSection 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 toSection 11.01 hereof;provided that if the Issuers have made any payment of principal of, or premium or interest, if any, on, any Notes because of the reinstatement of their 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.

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Article XII.
MISCELLANEOUS

Section 12.01 [Reserved.]

Section 12.02 Notices.

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

If to any of the Issuers and the Guarantors:

Vanguard Natural Resources LLC

5847 San Felipe, Suite 3000

Houston, TX 77057

Facsimile No.: (832) 327-2260

Attention: Chief Financial Officer

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

Paul Hastings LLP

600 Travis Street, Fifty-Eighth Floor

Houston, TX 77002

Facsimile No.: (713) 353-2574

Attention: Lindsay R. Sparks and Douglas V. Getten

If to the Trustee:

U.S. Bank National Association

5555 San Felipe Street, Suite 1150

Houston, TX 77056

Facsimile No.: (713) 235-9213

Attention: Corporate Trust Services

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

Thompson & Knight LLP

333 Clay Street, Suite 3300

Houston, TX 77002

Facsimile No.: (832) 397-8012

Attention: Cassandra G. Mott

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

All notices and communications (other than those sent to Holders) 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 electronic image scan or 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. 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, they will mail a copy to the Trustee and each Agent at the same time.

Section 12.03 [Reserved.]

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, the Issuers shall furnish to the Trustee:

(a) anOfficers’ Certificatein form and substance reasonably satisfactory to theTrustee(which must includethe statements set forth inSection 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any,providedfor in thisIndenturerelating to the proposed action have been satisfied; and

(b) anOpinion of Counselin form and substance reasonably satisfactory to theTrustee(which must includethe statements set forth inSection 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 CertificateorOpinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(a) a statement that thepersonmaking such certificateoropinion has read such covenantorcondition;

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(b) a brief statement as to the nature and scope of the examinationorinvestigation upon which the statementsoropinions contained in such certificateoropinion are based;

(c) a statement that, in the opinion of suchperson, heorshe has made such examinationorinvestigation as is necessary to enable himorher to express an informed opinion as to whetherornot such covenantorcondition has been satisfied; and

(d) a statement as to whetherornot, in the opinion of suchperson, such conditionorcovenant has been satisfied.

Section 12.06 Rules byTrusteeandAgents.

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 Unitholders.

No past, present or future director, officer, partner, employee, incorporator, manager, unitholder or other owner of Capital Stock of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 No Governing Law.

THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

Section 12.09 No Adverse Interpretation of Other Agreements.

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

Section 12.10 No Successors.

All agreements of the Issuers in this Indenture and the Notes will bind their respective 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 inSection 10.05 hereof.

Section 12.11 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.

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Section 12.12 Counterpart Originals.

The parties may sign any number of copies of this Indenture, and each party hereto may sign any number of separate copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 12.13 Table of Contents, Headings, etc.

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

Section 12.14 Payment Date Other Than aBusiness Day.

If any payment with respect to any principal of, or premium or interest, if any, on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

Section 12.15 Evidence of Action byHolders.

Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action) the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with procedures approved by the Trustee, (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Notes evidenced by a Global Note, by any electronic transmission or other message, whether or not in written format, that complies with the Depositary’s applicable procedures.

Article XIII.
COLLATERAL AND SECURITY

Section 13.01 Security Interest.

(a) The due and punctual payment of theObligationson theNotesand theObligationsof theGuarantorsunder theGuarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemptionorotherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes, the Guarantees and performance of all other obligations of the Issuers and the Guarantors to the Holders or the Trustee and/or the Collateral Trustee under the Note Documents, according to the terms hereunder or thereunder, are secured, as provided in the Security Documents. TheIssuersand each of theGuarantorsconsent and agree to be bound by the terms of theSecurity Documentsto which they are parties, as the same may be in effect from time to time, and agree to perform theirobligationsthereunder in accordance therewith. TheIssuersand theGuarantorshereby agree that theCollateral Trusteeshall hold theCollateral(directlyorthrough co-trusteesoragents) on behalf of and for the benefit of all of theHoldersand the other holders ofParity Lien Obligations.

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(b) EachHolder, by its acceptance of theNotesand of theGuarantees, consents and agrees to the terms of theIntercreditor Agreementand theSecurity Documents(including, without limitation, the provisions providing for the subordination of Liens, the foreclosure and release ofCollateraland amendments to theSecurity Documents) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints U.S. Bank National Association as the Trustee and as the Collateral Trustee. Each Holder and the Trustee hereby authorize and appoint U.S. Bank National Association as Collateral Trustee and each Holder and Trustee direct the Collateral Trustee to enter into the Security Documents (including any amendments thereto contemplated by Section 7.1 of theCollateral Trust Agreementand anysecurity documentsto secure additionalParity Lien Debtin accordance with Section 3.8 of theCollateral Trust Agreement) and to perform itsobligationsand exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof, including, without limitation, the limitations on duties of theCollateral Trustee providedin Section 5.12 of theCollateral Trust Agreement. TheTrustee, theCollateral Trusteeand eachHolder, by accepting theNotesand theGuaranteesof theGuarantors, acknowledges that, as more fully set forth in theSecurity Documents, theCollateralas noworhereafter constituted shall be held for the benefit of all the holders ofParity Lien Obligations, subject to theIntercreditor Agreement, theCollateral Trusteeand theTrustee, and theLienof thisIndentureand theSecurity Documentsis subject to and qualified and limited in all respects by theIntercreditor Agreement, theSecurity Documentsand actions that may be taken thereunder.

Section 13.02 Post-Issue Date Collateral Requirements.

(a) Within 30 days of theIssue Date, theCompanyshall,orshall cause the applicableGuarantorto, (i) execute and deliver to theCollateral Trustee, as mortgageeorbeneficiary, as applicable, suchMortgages orotherSecurity Documents, and any supplementsoramendments related thereto, together with satisfactory evidence of the completion (orsatisfactory arrangements for the completion) of all recordings and filings of suchMortgages orotherSecurity Documentsin the proper recorders’ officesorappropriate public records (and payment of any taxesorfees in connection therewith) as may be necessary to create a valid, perfected second-priorityLien(subject to the Intercreditor Agreement and to Permitted Collateral Liens), onoragainst theCollateral that include not less than 80% of the Present Value of Proved Reserves held by the Company and the Restricted Subsidiaries, as evaluated in Reserve Reports prepared by the Company or which the Company causes to be prepared as of each December 31 and June 30and (ii) on the date that each suchMortgageis so filedorrecorded, cause its counsel for the jurisdiction in which the relevantOil and Gas Propertiesare located to execute and deliver to theCollateral Trusteea favorableOpinion of Counselwith respect thereto in form and substance reasonably satisfactory to theCollateral Trustee.

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(b) AnySecurity Documentsentered into after theIssue Dateshall be substantially in the form of the corresponding security document securing thePriority Liens,orto the extent there is no such corresponding security document, the correspondingsecurity documentssecuring thePriority Lien Obligationsin place on theIssue Date, in each case, with such changes as are reasonably necessary to reflect the terms of theIntercreditor Agreementand with such deletionsormodifications of representations, warranties and covenants as are customary with respect tosecurity documentsestablishingLienssecuring publicly traded debt securities, all as certified to theCollateral Trusteepursuant to anOfficers’ Certificate and Opinion of Counsel.

Section 13.03 Further Assurances;Lienson Additional Property.

(a) TheIssuersand each of the Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders ofParity Lien Obligations, duly created and enforceable and perfected second priorityLiensupon theCollateral(subject to theIntercreditor Agreement and Permitted Collateral Liens) (including any acquiredProperty orotherPropertyrequired by anyParity Lien Documentto become,Collateralafter theIssue Date), in each case, as contemplated by, and with theLienpriority required under, theParity Lien Documents, and in connection with any merger, consolidationorsale of assets of anyIssuer oranyGuarantor, thepropertyand assets of thePersonwhich is consolidatedormerged withorinto anyIssuers oranyGuarantor, to the extent that they areproperty orassets of the types which would constituteCollateralunder theSecurity Documents, shall be treated as after-acquiredpropertyand suchIssuer orsuchGuarantorshall take such action as may be reasonably necessary to cause suchpropertyand assets to be made subject to theParity Liens, in the manner and to the extent required under theParity Lien Documents;provided,however, that this clause (a) shall not require delivery of any Mortgage unless, and then only to the extent, required under clause (c) or (d) of this Section 13.03.

(b) Upon the request of theCollateral Trusteeat any time and from time to time, theIssuersand each of theGuarantorsshall promptly execute, acknowledge and deliver suchSecurity Documents, instruments, certificates, financing statements, notices and other documents, and take such other actions as shall be required,orthat theCollateral Trusteemay reasonably request, to create, perfect, protect, assureorenforce theLiensand benefits intended to be conferred, in each case as contemplated by theParity Lien Documentsfor the benefit of the holders ofParity Lien Obligations;providedthat no suchSecurity Document, instrumentorother document shall be materially more burdensome upon theIssuersand theGuarantorsthan theParity Lien Documentsexecuted and delivered (orrequired to be executed and delivered promptly after the Issue Date, including pursuant toSection 13.2) by theIssuersand theGuarantorsin connection with the issuance of theNotesonorabout theIssue Date(it being understood that theCollateral Trusteeshall have no liability whatsoever to determine whether such a document is materially burdensome and shall no liability whatever with respect to this determination).

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(c) TheCompany will deliver to the Trustee and the Collateral Trustee semi-annually on or before April 1 and October 1 in each calendar year, beginning April 1, 2016, anOfficers’ Certificatecertifying that, as of the date of such certificate, that theCollateralincludes a valid and perfectedParity Liensecuring theParity Lien ObligationsonOil and Gas Propertiesthat include not less than 80% of thePresent Valueof Proved Reserves held by theCompanyand theRestricted Subsidiaries, as evaluated inReserve Reportsprepared by theCompany orwhich theCompanycauses to be prepared as of each December 31 and June 30 (the “minimum mortgage requirement”). In the event that such requirement is not satisfied, then theCompanyshall,orshall cause the applicableRestricted Subsidiaryto, within sixty (60) days of delivery of such certificate, execute and deliver to theCollateral Trustee: (i) such executedMortgages oramendmentsorsupplements to priorMortgagesnaming theCollateral Trustee, as mortgageeorbeneficiary, as may be necessary to cause theminimum mortgage requirementto be satisfied, (ii) satisfactory evidence of the completion of all recordings and filings of suchMortgages, amendmentsorsupplements in the proper recorders’ officesorappropriate public records (and payment of any taxesorfees in connection therewith) and (iii) local counsel opinionoropinions (each, subject to customary assumptions and qualifications) to the effect that theCollateral Trusteehas a valid and perfectedLienwith respect to theOil and Gas Propertiesthat are subject to the applicableMortgage;providedthat (x) to the extentMortgageshave previously been recorded in the public records of the state applicable to such additionalMortgages oramendmentsorsupplements to priorMortgagesand (y) the applicable local counsel opinionoropinions had previously been delivered in connection with the filing of suchmortgages, no such opinion shall be required unless a corresponding opinionwillbe delivered to thePriority Lien Collateral Agent.

(d) TheIssuers willdeliver to theTrusteecopies of allSecurity Documentsdelivered to theCollateral Trustee.

Section 13.04 Intercreditor Agreement.

ThisArticle XIII and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Intercreditor Agreement. Each Issuer and each Guarantor consents to, and agrees to be bound by, the terms of the Intercreditor Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms thereof. Each Holder, by its acceptance of the Notes, (a) consents to the subordination of Liens provided for in the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Intercreditor Agreement and (c) authorizes and instructs the Collateral Trustee on behalf of each Holder to enter into the Intercreditor Agreement as Second Lien Collateral Agent (as defined in the Intercreditor Agreement) on behalf of such Holders as Second Lien Secured Parties (as defined in the Intercreditor Agreement). In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Intercreditor Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding, to the extent permitted by the Secured Debt Documents. The Trustee and the Collateral Trustee shall be entitled to rely upon an Officers’ Certificate and/or an Opinion of Counsel certifying that any such amendment is authorized under the Note Documents. The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Company and certain of its Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

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Section 13.05 Collateral Trust Agreement.

ThisArticle XIII and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Each Issuer and each Guarantor consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder, by its acceptance of the Notes, (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement and (b) authorizes and instructs the Collateral Trustee on behalf of the Holders of the Notes and each other holder of Parity Lien Obligations to enter into the Collateral Trust Agreement as Collateral Trustee on behalf of such holders of Parity Lien Obligations. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding, to the extent permitted by the Secured Debt Documents. The Trustee and the Collateral Trustee shall be entitled to rely upon an Officers’ Certificate and/or an Opinion of Counsel certifying that any such amendment is authorized under the Note Documents.

Section 13.06 Release of Liens in Respect of Notes.

The Collateral Trustee’s Parity Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture or any other Obligations under the Note Documents, and the right of the Holders of the Notes to the benefits and proceeds of the Collateral Trustee’s Parity Liens on the Collateral will terminate and be discharged:

(a) upon satisfaction and discharge of thisIndenturein accordance withArticleXIhereof;

(b) upon aLegal Defeasance or Covenant Defeasanceof theNotesin accordance withArticleVIIIhereof;

(c) upon payment in full in cash and discharge of allNotes outstandingunder thisIndentureand all otherObligationsthat areoutstanding, due and payable under thisIndentureand the otherNote Documentsat the time theNotesare paid in full in cash and discharged (other than contingent indemnityobligationsfor which no claims has been made);

(d) as to anyCollateralof theIssuers oraGuarantorthat is sold, transferredorotherwise disposed of by theCompany oranyGuarantorto aPersonthat is not (either beforeorafter such sale, transferordisposition) theCompany orany of itsRestricted Subsidiariesin a transactionorother circumstance that complies withSection4.10hereof (other than the obligation to apply proceeds of suchAsset SaleasprovidedinSection3.09hereof) and is permitted by all of the otherNote Documents, at the time of such sale, transferorother dispositionorto the extent of the interest sold, transferredorotherwise disposed of;providedthat theCollateral Trustee’sLiensupon theCollateral willnot be released if the saleordisposition is subject toSection5.01hereof;

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(e) in wholeorin part, with the consent of theHoldersof the requisite percentage ofNotesin accordance withArticleIXhereof;

(f) with respect to the assets of anyGuarantor, at the time that suchGuarantoris released from itsNote Guaranteein accordance withSection10.05;

(g) if and to the extent required by clauses (a)(2)or(3) of Section 4.01 of theIntercreditor Agreement;

(h) if and to the extent any Collateral becomes an Excluded Asset; or

(i) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

In addition, the Collateral Trustee’s Liens on the Collateral will be released upon the terms and subject to the conditions set forth in Section 4.1 of the Collateral Trust Agreement.

Section 13.07 Collateral Trustee.

(a) TheCollateral Trustee willhold (directlyorthrough co-trusteesoragents) and, subject to the terms of theIntercreditor Agreement,willbe entitled to enforce allLienson theCollateralcreated by theSecurity Documents.

(b) Except asprovidedin theCollateral Trust Agreement oras directed by anAct of Parity Lien Debtholdersin accordance with theCollateral Trust Agreement, theCollateral Trustee willnot be obligated:

(i) to act upon directions purported to be delivered to it by anyPerson;

(ii) to take anyEnforcement Action;or

(iii) to take any other action whatsoever with regard to anyorall of theSecurity Documents, theLienscreated therebyortheCollateral.

(c) TheIssuers willdeliver to eachParity Lien Representativecopies of allSecurity Documentsdelivered to theCollateral Trustee.

Section 13.08 Insurance.

(a) TheIssuersand theGuarantorsshall:

(i) maintain insurance at all times by financially sound and reputable insurers, to such extent and against such risks (and with such deductibles, retentions and exclusions), including fire and other risks insured against, as is customary with companies in the sameorsimilar businesses operating in the sameorsimilar locations; and

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(ii) maintain such other insurance as may be required by law.

(b) Upon the reasonable request of theCollateral Trustee, theIssuersand theGuarantors willfurnish to theCollateral Trusteeinformation as to theirpropertyand liability insurance carriers.

[Signatures on following pages]

121

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

Dated as of February 10, 2016

ISSUERS:

	VANGUARD NATURAL RESOURCES, LLC

	By:	/s/ Scott W. Smith
		Name: Scott W. Smith
		Title: President and Chief Executive Officer

	VNR FINANCE CORP.

	By:	/s/ Scott W. Smith
		Name: Scott W. Smith
		Title: President and Chief Executive Officer

GUARANTORS:

	VANGUARD NATURAL GAS, LLC

		By:	VANGUARD NATURAL RESOURCES, LLC, its sole manager

	By:	/s/ Scott W. Smith
		Name: Scott W. Smith
		Title: President and Chief Executive Officer

	VANGUARD OPERATING, LLC

		By:	VANGUARD NATURAL GAS, LLC, its sole member

		By:	VANGUARD NATURAL RESOURCES, LLC, its sole manager

	By:	/s/ Scott W. Smith

		Name: Scott W. Smith
		Title: President and Chief Executive Officer

ENCORE CLEAR FORK PIPELINE, LLC

	By:	VANGUARD OPERATING, LLC, its sole manager

	By:	VANGUARD NATURAL GAS, LLC, its sole member

	By:	VANGUARD NATURAL RESOURCES, LLC, its sole manager

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

VNR HOLDINGS, LLC

	By:	VANGUARD NATURAL GAS, LLC, its sole member

	By:	VANGUARD NATURAL RESOURCES, LLC, its sole manager

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

EAGLE ROCK ENERGY ACQUISITION CO., INC.

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

EAGLE ROCK ENERGY ACQUISITION CO. II, INC.

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY, INC.

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

EAGLE ROCK UPSTREAM DEVELOPMENT COMPANY II, INC.

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

EAGLE ROCK ACQUISITION PARTNERSHIP, L.P.

	By:	Eagle Rock Upstream Development Company, Inc., its general partner

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

EAGLE ROCK ACQUISITION PARTNERSHIP II, L.P.

	By: Eagle Rock Upstream Development Company II, Inc., its general partner

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

ESCAMBIA OPERATING CO. LLC

By:	/s/ Scott W. Smith
	Name: Scott W. Smith
	Title: President and Chief Executive Officer

ESCAMBIA ASSET CO. LLC

	By:	/s/ Scott W. Smith
		Name: Scott W. Smith
		Title: President and Chief Executive Officer

TRUSTEE AND COLLATERAL TRUSTEE:

	U.S. BANK NATIONAL ASSOCIATION

		By:	/s/ Mauri J. Cowen
		Name: Mauri J. Cowen
		Title: Vice President

EXHIBIT A

FORM OF NOTE

[Face of Note]

CUSIP __________

ISIN __________

7.0% Senior Secured Second Lien Notes due 2023

No. ___ $____________

VANGUARD NATURAL RESOURCES, LLC

VNR FINANCE CORP.

promise to pay, jointly and severally, to __________________ or registered assigns, the principal sum of _______________________ DOLLARS of the United States of America [or such greater or lesser amount as may be indicated on the attached Schedule of Exchanges of Interests in the Global Note] on February 15, 2023.

Interest Payment Dates: February 15 and August 15

Record Dates: February 1 and August 1

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit of the Indenture or be valid or obligatory for any purpose.

Dated: _______________, 20___

	VANGUARD NATURAL RESOURCES, LLC

	By:
		Name:
		Title:

	VNR FINANCE CORP.

	By:
		Name:
		Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
	Authorized Signatory

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[Back of Note]

7.0% Senior Secured Second Lien Note due 2023

[Insert the Global Note 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. Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), and VNR Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), jointly and severally promise to pay or cause to be paid interest on the principal amount of this Note at 7.0% per annum from February 10, 2016 until maturity. The Issuers will pay interest 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 the date of issuance;provided that, if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;provided furtherthat the first Interest Payment Date shall be August 15, 2016. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), from time to time on demand at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

(2) METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the February 1 and 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. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Issuers maintained for such purpose within the City and State of New York, or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders;provided that payment by wire transfer of immediately available funds will be required with respect to principal of, or premium or interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. 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.

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(3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change the Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

(4) INDENTURE. The Issuers issued the Notes under an Indenture dated as of February 10, 2016 among the Issuers, the Guarantors and the Trustee (the “Indenture”). The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms and Holders are referred to the Indenture 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 unsecured obligations of the Issuers. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a) At any time prior to February 15, 2019, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, with an amount of cash not greater than the net cash proceeds of an Equity Offering by the Company, upon notice as provided in the Indenture, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date),provided that:

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

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

(b) At any time prior to February 15, 2019, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.

(c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture.

(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuers’ option prior to February 15, 2019.

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(e) On and after February 15, 2019, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below:

Year	Percentage
2019		105.250	%
2020		103.500	%
2021		101.750	%
2022 and thereafter		100.000	%

(6) MANDATORY REDEMPTION. The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

(a) If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to 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, the Company 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 of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders of Notes 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, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed 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, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis (except as provided in Section 4.10 of the Indenture), based on the amounts tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

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(8) NOTICE OF REDEMPTION. At least 30 days but not more than 60 days before a redemption date, the Issuers 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 the Indenture pursuant to Article VIII or XI thereof. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes or similar governmental charge 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 next succeeding Interest Payment Date.

(10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented 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, and any existing Default or Event of 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 of Notes, the Indenture, the Notes or the Note Guarantees may be amended or supplemented: to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to an Issuer or such Guarantor pursuant to the Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder; to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA; to conform the text of the Indenture, the Notes or the Note Guarantees to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated January 8, 2016, relating to the initial offering of the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; to secure the Notes or the Note Guarantees pursuant to the requirement of Section 4.12 of the Indenture; to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the Indenture; or to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

A-6

(12) DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest on, the Notes; (ii) default in the payment when due (at Stated Maturity, upon redemption or otherwise) of the principal of, or premium on, if any, the Notes, (iii) failure by the Issuers to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 120 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with Section 4.03 of the Indenture; (v) failure by the Issuers for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of their other agreements in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries which default is a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (vii) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed, for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to Finance Corp., the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such Note Guarantee in accordance with the Indenture; and (x) any Note Document or any security interest created by the Note Documents ceases to be in full force and effect, or the repudiation by the Company or any of its Restricted Subsidiaries of any of their obligations under the Note Documents. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, 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. 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 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. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, or premium or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration or waive an existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, or premium or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Issuers are required to deliver to the Trustee annually an Officers’ Certificate 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 written statement specifying such Default or Event of Default.

A-7

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

(14) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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

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

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

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(18) GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES.

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

Vanguard Natural Resources, LLC

VNR Finance Corp.

5847 San Felipe, Suite 3000

Houston, TX 77057

Facsimile No.: (832) 327-2260

Attention: Chief Financial Officer

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

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

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the 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).

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

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

Date of Exchange	Amount of decrease in Principal Amount 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.

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Vanguard Natural Resources, LLC

VNR Finance Corp.

5847 San Felipe, Suite 3000

Houston, TX 77057

U.S. Bank National Association

5555 San Felipe Street, 11th Floor

Houston, Texas 77056

Facsimile No.: 713-235-9213

Attention: Corporate Trust Services

Re:7.0% Senior Secured Second Lien Notes due 2023

Reference is hereby made to the Indenture, dated as of February 10, 2016 (the “Indenture”), among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee and as collateral 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 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 of Notes). 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 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;

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

(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;

(d) ¨ such Transfer is being effected to an Institutional Accredited Investor 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 such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000,] 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.

B-2

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 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.

B-3

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 _________), or

(ii) ¨ Regulation S Global Note (CUSIP _________), or

(iii) ¨ IAI Global Note (CUSIP _________); 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 _________), or

(ii) ¨ Regulation S Global Note (CUSIP _________), or

(iii) ¨ IAI Global Note (CUSIP _________); or

(iv) ¨ Unrestricted Global Note (CUSIP _________); or

(b) ¨ a Restricted Definitive Note; or

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Vanguard Natural Resources, LLC

VNR Finance Corp.

5847 San Felipe, Suite 3000

Houston, TX 77057

U.S. Bank National Association

5555 San Felipe Street, 11th Floor

Houston, Texas 77056

Facsimile No.: 713-235-9213

Attention: Corporate Trust Services

Re:7.0% Senior Secured Second Lien Notes due 2023

Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

(CUSIP [ ])

__________________________, (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 for Beneficial Interests in Restricted Global Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive 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.

C-2

(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 Definitive Note 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 Company.


		[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ______________________

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Vanguard Natural Resources, LLC

VNR Finance Corp.

5847 San Felipe, Suite 3000

Houston, TX 77057

U.S. Bank National Association

5555 San Felipe Street, 11th Floor

Houston, Texas 77056

Facsimile No.: 713-235-9213

Attention: Corporate Trust Services

Re:7.0% Senior Secured Second Lien Notes due 2023

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 Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) 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 Company a signed letter substantially in the form of this letter and[, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000,] an Opinion of Counsel in form reasonably acceptable to the Company 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.

D-1

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 Company such certifications, legal opinions and other information as you and the Company 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 Company 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: _______________________

D-2

EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of February 10, 2016 (the “Indenture”), among Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), VNR Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers”), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”) and collateral trustee, (a) the due and punctual payment of the principal of, or premium or interest, if any, on, the Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, or premium or interest, if any, on, the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

	[NAME OF GUARANTOR(S)]

	By:
		Name:
		Title:

E-1

EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ________________, among __________________ (the “Guaranteeing Subsidiary”), a subsidiary of Vanguard Natural Resources, LLC, a Delaware limited liability company (the “Company”), the Company, VNR Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Company, the “Issuers” and individually an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.

WITNESSETH

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture, dated as of February 10, 2016 (the “Indenture”), providing for the issuance of 7.0% Senior Secured Second Lien Notes due 2023 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall 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 is 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 Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article X thereof.

(3) NO RECOURSE AGAINST OTHERS. No director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

F-1

(4) NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

(5) 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.

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

(7) THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

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: _______________,

	[GUARANTEEING SUBSIDIARY]

	By:
		Name:
		Title:

	VANGUARD NATURAL RESOURCES, LLC

	By:
		Name:
		Title:

	VNR FINANCE CORP.

	By:
		Name:
		Title:

	[EXISTING GUARANTORS]

F-2

	U.S. BANK NATIONAL ASSOCIATION,
	As Trustee

	By:
	Authorized Signatory

	U.S. BANK NATIONAL ASSOCIATION,
	As Collateral Trustee

	By:
	Authorized Signatory

F-3

Grizzly Energy (GRZZP) Inactive 8-KEntry into a Material Definitive Agreement