Form 8-K REX ENERGY CORP For: Mar 31

Form 8-K REX ENERGY CORP For: Mar 31

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March 31, 2016 4:46 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2016

REX ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-33610

20-8814402

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


366 Walker Drive, State College, Pennsylvania		16801
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (814) 278-7267

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into Material Definitive Agreements.

On March 31, 2016, Rex Energy Corporation (the “Company”) completed its previously announced exchange offer and consent solicitation (the “Exchange Offer”) related to the Company’s outstanding 8.875% Senior Notes due 2020 (the “2020 Notes”) and 6.250% Senior Notes due 2022 (the “2022 Notes” and together with the 2020 Notes, the “Existing Notes”). The Company offered to exchange any and all of the Existing Notes held by eligible holders for up to (i) $675,000,000 aggregate principal amount of 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (the “New Notes”) and (ii) 10,125,000 shares of the Company’s common stock (the “Shares”), upon the terms and subject to the conditions set forth in the Company’s Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated February 3, 2016, as supplemented by the Supplement to the Offering Memorandum dated March 14, 2016 and the Second Supplement to the Offering Memorandum dated March 22, 2016, and the related revised Letter of Transmittal, dated March 14, 2016. Concurrently with the Exchange Offer, the Company solicited consents from eligible holders to proposed amendments to the indentures governing the Existing Notes to eliminate certain restrictive covenants.

In exchange for $323,980,000 in aggregate principal amount of the 2020 Notes, representing approximately 92.57% of the outstanding aggregate principal amount of the 2020 Notes, and $309,135,000 in aggregate principal amount of the 2022 Notes, representing approximately 95.12% of the outstanding aggregate principal amount of the 2022 Notes, validly tendered (and not validly withdrawn) in the Exchange Offer, the Company (i) issued $633,657,047 aggregate principal amount of its New Notes and (ii) issued 8,412,615 Shares (such amounts reflect the election by certain tendering holders to receive additional amounts of New Notes in lieu of Shares). The Shares were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Indenture

The terms of the New Notes are governed by the indenture (the “Indenture”), dated as of March 31, 2016, among the Company, the subsidiary guarantors party thereto (the “Guarantors”) and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee” or “WSFS”).

The Indenture contains affirmative and negative covenants that, among other things, limit the Company’s and the Guarantors’ ability to incur additional debt, pay dividends on or make other distributions on stock, purchase or redeem stock, certain unsecured indebtedness or subordinated indebtedness, make investments, create liens, enter into transactions with affiliates, sell assets and merge with or into other companies or transfer substantially all of its assets. The Indenture also contains customary events of default. Upon the occurrence of certain events of default, the Trustee or the holders of the New Notes may declare all outstanding New Notes to be due and payable immediately.

The New Notes will bear interest at a rate of 1.0% per annum for the first three semi-annual interest payments after issuance and 8.0% per annum payable in cash thereafter. The Company will pay interest on the New Notes on April 1 and October 1 of each year, beginning October 1, 2016. The New Notes will mature on October 1, 2020.

The New Notes will be redeemable, in whole or in part, on or after April 1, 2018 at the redemption prices set forth in the Indenture. The Company may redeem up to 35% of the New Notes before April 1, 2018 with the net cash proceeds from certain equity offerings. Additionally, the Company may redeem some or all of the New Notes prior to April 1, 2018 at a price equal to 100% of the principal amount of the New Notes plus a make-whole premium. Additionally, if a change of control occurs at any time during the term of the New Notes, Rex Energy may be required to repurchase the New Notes at a price of 101% of the principal amount of the New Notes, plus accrued and unpaid interest.

The New Notes will be jointly and severally guaranteed by all of the Company’s current subsidiaries that guarantee its revolving credit facility (and the Existing Notes) and by any of its future restricted subsidiaries that guarantee its indebtedness under its revolving credit facility or certain other indebtedness. The New Notes and the note guarantees will be secured by second priority liens on substantially all of the Company’s and the Guarantors’ assets that secure its revolving credit facility (the “Collateral”); however, pursuant to the terms of the Intercreditor

Agreement described below, the security interest in those assets that secure the New Notes and the note guarantees will be (i) contractually subordinated to liens thereon that secure our revolving credit facility and certain other permitted obligations, (ii) contractually equal with the liens securing other future parity obligations and (iii) contractually senior to the liens securing junior lien obligations. Consequently, the New Notes and the note guarantees will be effectively junior to the revolving credit facility and such other indebtedness to the extent of the value of the Collateral and effectively senior to our unsecured debt and any future junior lien obligations, each to the extent of the value of the Collateral.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Registration Rights Agreement

In connection with the issuance of the New Notes, the Company and the Guarantors entered into a registration rights agreement (the “Registration Rights Agreement”), dated March 31, 2016 for the benefit of the holders of the New Notes. Pursuant to the Registration Rights Agreement, the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) so that holders of the New Notes can exchange the New Notes for registered notes (the “Exchange Notes”) that have substantially identical terms as the New Notes and evidencing the same indebtedness as the New Notes. In addition, the Company and the Guarantors have agreed to exchange the guarantee related to the New Notes for a registered guarantee having substantially the same terms as the original guarantee. The Company and the Guarantors will use commercially reasonable efforts to cause the exchange to be completed within 360 days of March 31, 2016. To the extent permitted by the Commission and the rules and regulations promulgated under the Securities Act, the Company and the Guarantors will also use commercially reasonable efforts to cause a shelf registration statement for the resale of the New Notes to become effective if the Company and the Guarantors cannot effect the exchange offer within the 360-day time period and in certain other circumstances. If the Company fails to satisfy these obligations on a timely basis, it will be required to pay an additional 1% of interest to holders of the New Notes, until the exchange offer is completed or the shelf registration statement becomes effective, as applicable.

The summary of the Registration Rights Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is being filed as Exhibit 4.3 hereto and is incorporated herein by reference.

Collateral Agreement

On March 31, 2016, in connection with the Indenture, the Company, the Guarantors and the Trustee entered into a collateral agreement (the “Collateral Agreement”), pursuant to which the Trustee will receive, hold, administer, maintain, enforce and distribute the proceeds of all liens upon any property of the Company, or any Guarantor at any time held by it, in trust for the benefit of the current and future holders of the parity lien obligations.

The summary of the Collateral Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Intercreditor Agreement

On March 31, 2016, Royal Bank of Canada, in its capacity as the First Lien RBL Agent, and WSFS, in its capacity as the Second Lien Agent, entered into an intercreditor agreement (the “Intercreditor Agreement”) to govern the relationship between the first lien secured parties as a group, the second lien secured parties as a group, and any future permitted third lien secured parties as a group, with respect to the Collateral.

The summary of the Intercreditor Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is being filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Supplemental Indentures

On March 31, 2016, the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee for each of the 2020 Notes and the 2022 Notes (the “Existing Notes Trustee”) entered into a supplemental indenture to the indenture governing the 2020 Notes (the “2020 Notes Supplemental Indenture”) and a supplemental indenture to the indenture governing the 2022 Notes (the “2022 Notes Supplemental Indenture”), each of which eliminated covenants in each such indenture relating to the Company’s ability to incur indebtedness and incur liens.

This summary does not purport to be complete and is qualified in its entirety by reference to the text of the 2020 Notes Supplemental Indenture and the 2022 Notes Supplemental Indenture, copies of which are being filed as Exhibits 4.4 and 4.5 hereto and are incorporated by reference.

Item 2.03

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information provided under Item 1.01 in this Current Report on Form 8-K under the heading “Indenture” is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities

The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Shares is incorporated by reference into this Item 3.02.

Item 3.03

Material Modification to Rights of Security Holders

On March 31, 2016, the Company and the Existing Notes Trustee entered into supplemental indentures, which modified the rights of holders of Existing Notes. The information in Item 1.01 under the caption “Supplemental Indentures” is incorporated into this Item 3.03 by reference.

Item 8.01

Other Events

On March 31, 2016, the Company issued a press release announcing the closing of the Exchange Offer. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

The New Notes and Shares have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In addition, the Shares are not transferrable for six months from the date of issuance. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Exhibit Title

4.1		Indenture, dated as of March 31, 2016, among Rex Energy Corporation, the Guarantors and Wilmington Savings Fund Society, FSB, as trustee.

4.2		Form of New Note (included in Exhibit 4.1).

4.3		Registration Rights Agreement, dated as of March 31, 2016, by Rex Energy Corporation and the Guarantors for the Benefit of the Holders of Rex Energy Corporation’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020.



4.4		First Supplemental Indenture, dated as of March 31, 2016, to the Indenture dated as of December 12, 2012, among Rex Energy Corporation, the Guarantors, and Wilmington Trust, National Association, as trustee.

4.5		First Supplemental Indenture, dated as of March 31, 2016, to the Indenture dated as of July 17, 2014, among Rex Energy Corporation, the Guarantors, and Wilmington Trust, National Association, as trustee.

10.1		Collateral Agreement, dated as of March 31, 2016, the Grantors named therein and Wilmington Savings Fund Society, FSB, as trustee.

10.2		Intercreditor Agreement, dated as of March 31, 2016, among Royal Bank of Canada, as First Lien RBL Agent, Wilmington Savings Fund Society, FSB, as Second Lien Agent, each permitted additional first lien representative, each permitted third lien representative, Rex Energy Corporation and the Subsidiaries named therein.

99.1		Press Release, dated as of March 31, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


REX ENERGY CORPORATION

By:		/s/ Jennifer L. McDonough
Name:		Jennifer L. McDonough
Title:		Senior Vice President, General Counsel and Secretary

Date: March 31, 2016

Exhibit Index


Exhibit Number		Exhibit Title

4.1		Indenture, dated as of March 31, 2016, among Rex Energy Corporation, the Guarantors and Wilmington Savings Fund Society, FSB, as trustee.

4.2		Form of New Note (included in Exhibit 4.1).

4.3		Registration Rights Agreement, dated as of March 31, 2016, by Rex Energy Corporation and the Guarantors for the Benefit of the Holders of Rex Energy Corporation’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020.

4.4		First Supplemental Indenture, dated as of March 31, 2016, to the Indenture dated as of December 12, 2012, among Rex Energy Corporation, the Guarantors, and Wilmington Trust, National Association, as trustee.

4.5		First Supplemental Indenture, dated as of March 31, 2016, to the Indenture dated as of July 17, 2014, among Rex Energy Corporation, the Guarantors, and Wilmington Trust, National Association, as trustee.

10.1		Collateral Agreement, dated as of March 31, 2016, the Grantors named therein and Wilmington Savings Fund Society, FSB, as trustee.

10.2		Intercreditor Agreement, dated as of March 31, 2016, among Royal Bank of Canada, as First Lien RBL Agent, Wilmington Savings Fund Society, FSB, as Second Lien Agent, each permitted additional first lien representative, each permitted third lien representative, Rex Energy Corporation and the Subsidiaries named therein.

99.1		Press Release, dated as of March 31, 2016.

Exhibit 4.1

Execution Copy

Rex Energy Corporation,

as Issuer

the Subsidiary Guarantors named herein

and

Wilmington Savings Fund Society, FSB,

as Trustee

Indenture

Dated as of March 31, 2016

1.00%/8.00% Senior Secured Second Lien Notes Due 2020

Reference is made to the Intercreditor Agreement as defined herein. Each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees (a) consents to the provisions of the Intercreditor Agreement regarding the distribution of proceeds from realizing on Collateral, (b) agrees that it will be bound by, and will take no actions contrary to, the Intercreditor Agreement and (c) authorizes and instructs the Trustee on behalf of each Holder of Notes to enter into the Intercreditor Agreement on behalf of the Holders of Notes.

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1

Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	35

ARTICLE 2 THE NOTES		35

Section 2.01.	Form, Dating and Denominations; Legends	35
Section 2.02.	Execution and Authentication	36
Section 2.03.	Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	37
Section 2.04.	Replacement Notes	38
Section 2.05.	Outstanding Notes	38
Section 2.06.	Temporary Notes	39
Section 2.07.	Cancellation	39
Section 2.08.	CUSIP and CINS Numbers	39
Section 2.09.	Registration, Transfer and Exchange	39
Section 2.10.	Restrictions on Transfer and Exchange	43

ARTICLE 3 REDEMPTION		44

Section 3.01.	Optional Redemption	44
Section 3.02.	Redemption with Proceeds of Equity Issuance	45
Section 3.03.	Method and Effect of Redemption	45

ARTICLE 4 COVENANTS		47

Section 4.01.	Payment of Notes	47
Section 4.02.	Maintenance of Office or Agency	47
Section 4.03.	Existence	48
Section 4.04.	Payment of Taxes and Other Claims	48
Section 4.05.	Maintenance of Properties and Insurance	48
Section 4.06.	Incurrence of Indebtedness and Issuance of Preferred Stock	48
Section 4.07.	Restricted Payments	52
Section 4.08.	Limitation on Liens	57
Section 4.09.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	57
Section 4.10.	Future Subsidiary Guarantees	59
Section 4.11.	Offer to Repurchase upon a Change of Control	60
Section 4.12.	Asset Sales	62
Section 4.13.	Limitation on Transactions with Affiliates	66
Section 4.14.	Designation of Restricted and Unrestricted Subsidiaries	68
Section 4.15.	Reports	68
Section 4.16.	Reports to Trustee	70
Section 4.17.	Covenant Termination	70
Section 4.18.	Limitation on Certain Offers to Exchange	70



ARTICLE 5 CONSOLIDATION, MERGER OR SALE OF ASSETS		71

Section 5.01.	Merger, Consolidation or Sale of Substantially All Assets	71
Section 5.02.	Merger, Consolidation or Disposition of Substantially all Assets of Subsidiary Guarantor	72

ARTICLE 6 DEFAULT AND REMEDIES		73

Section 6.01.	Events of Default	73
Section 6.02.	Acceleration	75
Section 6.03.	Other Remedies	76
Section 6.04.	Waiver of Past Defaults	76
Section 6.05.	Control by Majority	77
Section 6.06.	Limitation on Suits	77
Section 6.07.	Rights of Holders	77
Section 6.08.	Collection Suit by Trustee	77
Section 6.09.	Trustee May File Proofs of Claim	78
Section 6.10.	Priorities	78
Section 6.11.	Restoration of Rights and Remedies	78
Section 6.12.	Undertaking for Costs	78
Section 6.13.	Rights and Remedies Cumulative	79
Section 6.14.	Delay or Omission Not Waiver	79
Section 6.15.	Waiver of Stay, Extension or Usury Laws	79

ARTICLE 7 THE TRUSTEE		79

Section 7.01.	General	79
Section 7.02.	Certain Rights of Trustee	80
Section 7.03.	Individual Rights of Trustee	81
Section 7.04.	Trustee’s Disclaimer	81
Section 7.05.	Notice of Default	81
Section 7.06.	Reports by Trustee to Holders	82
Section 7.07.	Compensation and Indemnity	82
Section 7.08.	Replacement of Trustee	83
Section 7.09.	Successor Trustee by Merger	83
Section 7.10.	Eligibility	84
Section 7.11.	Money Held in Trust	84
Section 7.12.	Intercreditor Agreement and Registration Rights Agreement	84

ARTICLE 8 DEFEASANCE AND DISCHARGE		84

Section 8.01.	Satisfaction and Discharge	84
Section 8.02.	Option to Effect Legal Defeasance or Covenant Defeasance	85
Section 8.03.	Legal Defeasance	85
Section 8.04.	Covenant Defeasance	86


Section 8.05.	Conditions to Legal Defeasance or Covenant Defeasance	87
Section 8.06.	Application of Trust Money	88
Section 8.07.	Repayment to Company	88
Section 8.08.	Reinstatement	88

ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS		88

Section 9.01.	Amendments Without Consent of Holders	88
Section 9.02.	Amendments with Consent of Holders	89
Section 9.03.	Effect of Consent	91
Section 9.04.	Trustee’s Rights and Obligations	91
Section 9.05.	Conformity with Trust Indenture Act	91

ARTICLE 10 GUARANTEES		92

Section 10.01.	The Subsidiary Guarantees	92
Section 10.02.	Execution and Delivery of Notation of Guarantee	92
Section 10.03.	Subsidiary Guarantee Unconditional	92
Section 10.04.	Discharge; Reinstatement	93
Section 10.05.	Waiver by the Subsidiary Guarantors	93
Section 10.06.	Subrogation and Contribution	93
Section 10.07.	Stay of Acceleration	94
Section 10.08.	Limitation on Amount of Subsidiary Guarantee	94
Section 10.09.	Release of Subsidiary Guarantee	94

ARTICLE 11 MISCELLANEOUS		95

Section 11.01.	Trust Indenture Act of 1939	95
Section 11.02.	Noteholder Communications; Noteholder Actions	95
Section 11.03.	Notices	96
Section 11.04.	Certificate and Opinion as to Conditions Precedent	96
Section 11.05.	Statements Required in Certificate or Opinion	97
Section 11.06.	Payment Date Other Than a Business Day	97
Section 11.07.	Governing Law	97
Section 11.08.	No Adverse Interpretation of Other Agreements	97
Section 11.09.	Successors	97
Section 11.10.	Duplicate Originals	97
Section 11.11.	Separability	97
Section 11.12.	Table of Contents and Headings	97
Section 11.13.	No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	98
Section 11.14.	Waiver of Jury Trial	98
Section 11.15.	USA Patriot Act	98
Section 11.16.	Force Majeure	98

iii



ARTICLE 12 COLLATERAL SECURITY		98

Section 12.01.	Security Interest.	98
Section 12.02.	Post-Issue Date Collateral Requirements.	99
Section 12.03.	Further Assurances; Liens on Additional Property.	100
Section 12.04.	Intercreditor Agreement	101
Section 12.05.	Release of Liens in Respect of Notes	101
Section 12.06.	Trustee.	102

EXHIBITS


EXHIBIT A		Form of Note
EXHIBIT B		Form of Supplemental Indenture
EXHIBIT C		Restricted Legend
EXHIBIT D		DTC Legend
EXHIBIT E		Regulation S Certificate
EXHIBIT F		Rule 144A Certificate
EXHIBIT G		Institutional Accredited Investor Certificate
EXHIBIT H		Notation of Guarantee
EXHIBIT I		Form of Intercreditor Agreement
EXHIBIT J		Form of Registration Rights Agreement

THIS INDENTURE, dated as of March 31, 2016, is between and among REX ENERGY CORPORATION, a Delaware corporation, as the Company, the Subsidiary Guarantors named on the signature page hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee.

RECITALS

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $633,657,047 aggregate principal amount of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020, and, if and when issued, any Additional Notes permitted to be issued under this Indenture, together with any Exchange Notes issued therefor as provided herein (collectively, the “Notes”). All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

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, regardless of whether 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, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or becoming a Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business;

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

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

provided that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Related Business.

“Additional Interest” means additional interest owed to Holders pursuant to a Registration Rights Agreement.

“Additional Notes” means any Notes issued under this Indenture in addition to the Original Notes, including any Exchange Note issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes, or in all respects except with respect to the issue date, issue price and the first interest payment date after the issuance of such Additional Notes.

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

(a) the sum of:

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

(A) estimated Proved Reserves of the Company and its Restricted Subsidiaries attributable to acquisitions consummated since the date of such year-end reserve report, and

(B) estimated Proved Reserves of the Company and its Restricted Subsidiaries attributable to extensions, discoveries and other additions and upward determinations of estimates of Proved Reserves (including previously estimated development costs incurred during the period and the accretion of discount since the prior year end) due to exploration, development or exploitation, production or other activities which reserves were not reflected in such year-end reserve report, in the case of the determination made under each of clauses (A) and (B) above, calculated in accordance with Commission guidelines (utilizing the prices utilized in such year-end reserve report) before any state or federal income taxes, and decreased by, as of the date of determination, the discounted future net revenue attributable to:

(C) estimated Proved Reserves of the Company and its Restricted Subsidiaries reflected in such year-end reserve report produced or disposed of since the date of such year-end reserve report (before any state or federal income taxes), and

(D) reductions in the estimated Proved Reserves of the Company and its Restricted Subsidiaries reflected in such year-end reserve report since the date of such year-end reserve report attributable to downward determinations of estimates of Proved Reserves due to exploration, development or exploitation, production or other activities conducted or otherwise occurring since the date of such year-end reserve report, in each case calculated in accordance with Commission guidelines (utilizing the prices utilized in such year-end reserve report) before any state or federal income taxes;

provided that, in the case of each of the determinations made pursuant to clauses (A) through (D), such increases and decreases shall be as estimated by the Company’s engineers;

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

(iii) the Net Working Capital on a date no earlier than the date of the Company’s latest annual or quarterly financial statements; and

(iv) the greater of (I) the net book value on a date no earlier than the date of the Company’s latest annual or quarterly financial statements and (II) the appraised value, as estimated by independent appraisers within the immediately preceding 12 months, of other tangible assets of the Company and its Restricted Subsidiaries (provided that the Company shall not be required to obtain such an appraisal of such assets if no such appraisal has been performed);

minus

(b) to the extent not otherwise taken into account in the immediately preceding clause (a), the sum of:

(i) minority interests;

(ii) any net gas or other balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest audited financial statements;

(iii) the discounted future net revenue, calculated in accordance with Commission guidelines (utilizing the same prices utilized in the Company’s year-end reserve report) before any state or federal income taxes, attributable to reserves subject to participation interests, royalty interests, overriding royalty interests, net profits interests or other interests of third parties, pursuant to participation, partnership, vendor financing or other agreements then in effect, or which otherwise are required to be delivered to third parties;

(iv) the discounted future net revenue, calculated in accordance with Commission guidelines (utilizing the same prices utilized in the Company’s year-end reserve report) before any state or federal income taxes, 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

(v) the discounted future net revenue, calculated in accordance with Commission guidelines before any state or federal income taxes, attributable to reserves subject to Dollar-Denominated Production Payments that, based on the estimates of production included in determining the discounted future net revenue specified in the immediately preceding clause (a)(i) (utilizing the same prices utilized in the Company’s year-end reserve report), would be necessary to satisfy fully the obligations of the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules specified with respect thereto.

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

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Affiliate Transaction” has the meaning assigned to such term in Section 4.13(a).

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

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

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including by way of a Production Payment or a sale and leaseback transaction); provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.11 and/or Section 5.01 and not by Section 4.12; and

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries (other than directors’ qualifying shares) or the sale of Equity Interests held by the Company or its Restricted Subsidiaries in any of its Subsidiaries.

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 million;

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

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

(4) the sale, lease or other disposition of equipment, inventory, products, services, accounts receivable or other assets in the ordinary course of business, including in connection with any compromise, settlement or collection of accounts receivable, and any sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries;

(5) the sale or other disposition of cash or Cash Equivalents, or the sale or disposition of other financial assets in the ordinary course of business;

(6) a Restricted Payment that does not violate Section 4.07;

(7) the consummation or disposition of a Permitted Investment;

(8) a disposition of Hydrocarbons or mineral products inventory in the ordinary course of business;

(9) the farm-out, lease or sublease of developed or undeveloped crude oil or natural gas properties owned or held by the Company or any Restricted Subsidiary in exchange for crude oil and natural gas properties owned or held by another Person;

(10) the creation or perfection of a Lien (but not, except as contemplated in clause (11) below, the sale or other disposition of the properties or assets subject to such Lien);

(11) the creation or perfection of a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;

(12) the licensing or sublicensing of intellectual property, including, without limitation, licenses for seismic data, in the ordinary course of business and which do not materially interfere with the business of the Company and its Restricted Subsidiaries;

(13) surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(14) any Production Payments and Reserve Sales; provided that all 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 90 days after the acquisition of, the oil and gas properties that are subject thereto;

(15) the sale or other disposition (regardless of whether in the ordinary course of business) of oil and gas properties; provided that, at the time of such sale or other disposition, such properties do not have attributed to them any Proved Reserves;

(16) any abandonment, relinquishment, farm-in, farm-out, lease and sub-lease of developed and/or undeveloped properties made or entered into in the ordinary course of business, but excluding any disposition as a result of the creation of a Production Payment and Reserve Sale;

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

(18) any assignment of Equity Interests in an entity pursuant to an agreement in effect on the Issue Date.

“Asset Sale Offer” has the meaning assigned to such term in Section 4.12(c).

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

“Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

“Bank Product” means each and any of the following bank services provided to the Company or any Restricted Subsidiary by any holder of any First Lien Obligations 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 Company or any Restricted Subsidiary, 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 any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law.

“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 or upon the occurrence of a subsequent condition. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficially Owning” will have a corresponding meaning.

“Board of Directors” means:

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

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managers or managing member or members of such limited liability company (as applicable) or any duly authorized committee of managers or managing members (as applicable) thereof; and

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

“Business Day” means any day other than a Legal Holiday.

“Calculation Date” has the meaning assigned to such term in the definition of “Fixed Charge Coverage Ratio.”

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

“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, regardless of whether such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1) United States dollars;

(2) Government 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 deposit accounts and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and a Thomson Bank Watch Rating of “B” or better;

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

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

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

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

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Section 13(d) of the Exchange Act) is or becomes a Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its properties or assets) (for the purposes of this clause, such person or group shall be deemed to Beneficially Own any Voting Stock of the Company held by an entity, if such person or group Beneficially Owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of such entity);

(2) 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 Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d) of the Exchange Act); or

(3) the adoption or approval by the stockholders of the Company of a plan for the liquidation or dissolution of the Company.

“Change of Control Offer” has the meaning assigned to such term in Section 4.11(a).

“Change of Control Payment” has the meaning assigned to such term in Section 4.11(a).

“Change of Control Payment Date” has the meaning assigned to such term in Section 4.11(a).

“Collateral” means all Property wherever located and whether now owned or at any time acquired after the Issue Date by the Company or any Subsidiary Guarantor as to which a Lien is granted under the Security Instruments to secure the Notes or any Guarantee of the Notes, which shall consist of all properties and assets subject to Liens securing the Credit Facilities (except as may be set forth in the Security Instruments).

“Commission” means the Securities and Exchange Commission.

“Company” means the party named as such in the first paragraph of this Indenture or any successor obligor under this Indenture and the Notes pursuant to Article 5.

“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) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

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

(3) exploration and abandonment expense (if applicable) of such Person and its Restricted Subsidiaries to the extent deducted in calculating 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, other non-cash expenses and other non-cash items (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items of such Person and its Restricted Subsidiaries increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business, minus

(6) the sum of (a) the amount of deferred revenues of such Person and its Restricted Subsidiaries that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and (b) amounts of such Person and its Restricted Subsidiaries 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. Notwithstanding the preceding sentence, clauses (1) through (6) relating to amounts of a Restricted Subsidiary of the referent Person will be added to Consolidated Net Income to compute Consolidated Cash Flow of such Person only to the extent (and in the same proportion) that the Net Income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and if a corresponding amount would be permitted at the date of determination to be dividended to the referent Person by such Restricted Subsidiary without prior governmental approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or the holders of its Capital Stock.

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

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

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

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

(4) any asset impairment writedowns on oil and gas properties under GAAP or Commission guidelines will be excluded;

(5) any non-cash mark-to-market adjustments to assets or liabilities resulting in unrealized gains or losses in respect of Hedging Obligations (including those resulting from the application of SFAS 133) shall be excluded;

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

(7) any non-cash compensation charge arising from any grant of stock, stock options or other equity-based awards will be excluded.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of this Indenture is located at Wilmington Savings Fund Society, FSB, 500 Delaware Avenue, Wilmington, DE 19801.

“Credit Facility” or “Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities (including, without limitation, the Senior Credit Agreement), commercial paper facilities or other Debt Issuances providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to any lenders, other financiers or to special purpose entities formed to borrow from (or sell such receivables to) any lenders or other financiers against such receivables), letters of credit, bankers’ acceptances, other borrowings or other Debt Issuances, in each case, as amended, restated, modified, renewed, extended, refunded, replaced or refinanced (in each case, without limitation as to amount), in whole or in part, from time to time.

“Credit Facility Documents” means any agreement evidencing or under which is issued any Indebtedness that qualifies as “Permitted Debt” under Section 4.06(b)(i) in respect of a Credit Facility and all mortgages, deeds of trust and security and other agreements entered into in connection therewith and the Intercreditor Agreement, as such documents and agreements may be amended, modified, supplemented or restated from time to time.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement as to which such Person is a party or a beneficiary.

“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 Restricted 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.

“Debt Issuances” means, with respect to the Company or any Restricted Subsidiary, one or more issuances after the Issue Date of Indebtedness evidenced by loan agreements, notes, debentures, bonds or other similar securities or instruments.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means the depositary of each Global Note, which will initially be DTC.

“Discharge of Notes Obligations” means (i) the payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of all Notes Obligations or (ii) the satisfaction and discharge of all Notes Obligations with respect to this Indenture in accordance with Section 8.01 hereof.

“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 (other than in exchange for Capital Stock that is not Disqualified Stock), in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase or redeem such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends. For purposes hereof, the maximum fixed repurchase price of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value to be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

“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 Restricted Subsidiary” means any Restricted Subsidiary that (a) was formed under the laws of the United States or any state of the United States or the District of Columbia or (b) Guarantees or otherwise provides direct credit support for any Indebtedness of the Company or any Restricted Subsidiary (other than a Foreign Subsidiary).

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

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

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Issuance” means (1) an issuance for cash by the Company of its Capital Stock (other than Disqualified Stock), or options, warrants or rights with respect to its Capital Stock or (2) a cash contribution to the Company’s common equity capital from any Person.

“Event of Default” has the meaning assigned to such term in Section 6.01.

“Excess Proceeds” has the meaning assigned to such term in Section 4.12(b).

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

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

“Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement, as defined in a Registration Rights Agreement.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Senior Credit Agreement, the Notes and the Subsidiary Guarantees and any other Indebtedness described as “Permitted Debt” under Section 4.06(b)(i) in existence on the Issue Date, until such amounts are repaid.

“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party. Fair Market Value of an asset or property in excess of $15 million shall be determined by the Board of Directors of the Company acting in good faith, whose determination shall be conclusive and evidenced by a resolution of such Board of Directors, and any lesser Fair Market Value may be determined by an officer of the Company acting in good faith.

“Farm-In Agreement” means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interests therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property.

“Farm-Out Agreement” means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

“First Lien Obligations” means the obligations of the Company and the Subsidiary Guarantors under the Credit Facility Documents and the obligations of the Company and Subsidiary Guarantors that may be incurred under Section 4.06(b)(i).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for the four most recently completed fiscal quarters for which internal financial statements of such Person are available immediately preceding the date of determination, 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.

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 a Related Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including in each case any related financing transactions and increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period (in accordance with Regulation S-X under the Securities Act);

(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 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 on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness, but if the remaining term of such Hedging Obligation is less than 12 months, then such Hedging Obligation shall only be taken into account for that portion of the period equal to the remaining term thereof).

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

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (but including, without limitation, amortization of debt issuance costs and original issue discount, noncash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings), and net of the effect of all payments made or received pursuant to Interest Rate Agreements; 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 the specified Person or one or more of its Restricted Subsidiaries or secured by a Lien on assets of such specified Person or one or more of its Restricted Subsidiaries, regardless of whether such Guarantee or Lien is called upon; plus

(4) all dividends paid in cash on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary,

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

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

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time. All ratios and computations based on GAAP contained in this Indenture will be computed in conformity with GAAP.

“Global Note” means a Note in registered global form without interest coupons.

“Government Securities” means direct obligations of, or obligations Guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

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

purposes of being a co-obligor on or assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). “Guarantee” used as a verb has a correlative meaning.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate and Currency Hedges, Oil and Natural Gas Hedging Contracts and other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” or “Noteholder” means the registered holder of any Note.

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

“IAI Global Note” means a Global Note resold to Institutional Accredited Investors bearing the Restricted Legend.

“incur” has the meaning assigned to such term in Section 4.06(a).

“Indebtedness” means, with respect to any specified Person, without duplication, any indebtedness of such Person, regardless of whether contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, credit agreements, 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 Indebtedness;

(5) in respect of any Guarantee by such Person of production or payment with respect to a Production Payment (but not any other contractual obligation in respect of such Production Payment);

(6) 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, except any such balance that constitutes an accrued expense or a trade payable;

(7) representing Hedging Obligations; or

(8) in respect of Disqualified Stock of such Person or preferred stock of a Subsidiary thereof,

if and to the extent any of the preceding items (other than letters of credit, Disqualified Stock, preferred stock or 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 (a) all Indebtedness of any other Person, of the types described above in clauses (1) through (8), secured by a Lien on any asset of the specified Person (regardless of whether such Indebtedness is assumed by the specified Person); provided that the amount of such Indebtedness will be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person, and (b) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person, of the types described above in clauses (1) through (8) above. Furthermore, the amount of any Indebtedness outstanding as of any date will be the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

Notwithstanding the foregoing, the following shall not constitute “Indebtedness:”

(a) accrued expenses, royalties and trade accounts payable arising in the ordinary course of business;

(b) except as provided in clause (5) of the first paragraph of this definition, any obligation in respect of any Production Payment and Reserve Sales;

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

(d) oil or natural gas balancing liabilities incurred in the ordinary course of business and consistent with past practice;

(e) any obligations in respect of (i) bid, performance, completion, surety, appeal and similar bonds, (ii) obligations in respect of bankers’ acceptances, (iii) insurance obligations or bonds and other similar bonds and obligations and (iv) any Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations; provided that such bonds or obligations mentioned in subclause (i), (ii), (iii) or (iv) of this clause (e), are incurred in the ordinary course of the business of the Company and its Restricted Subsidiaries and do not relate to obligations for borrowed money; and

(f) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets.

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

“Initial Additional Notes” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

“Initial Notes” means the Notes issued on the Issue Date.

“Institutional Accredited Investor” means an institutional “accredited investor” (as defined) in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

“Institutional Accredited Investor Certificate” means a certificate substantially in the form of Exhibit G hereto.

“Intercreditor Agreement” means the agreement substantially in the form attached hereto as Exhibit I.

“interest”, in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.

“Interest Payment Date” means each April 1 and October 1 of each year, commencing October 1, 2016.

“Interest Rate Agreement” means with respect to any Person any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary.

“Interest Rate and Currency Hedges” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

“Investment Grade Rating” means a rating equal to or higher than:

(1) Baa3 (or the equivalent) by Moody’s; and

(2) BBB (or the equivalent) 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 Rating Agency.

“Investment Grade Rating Event” means the first day on which (a) the Notes have an Investment Grade Rating from both Rating Agencies, (b) no Default with respect to the Notes has occurred and is then continuing under this Indenture and (c) the Company has delivered to the Trustee an Officers’ Certificate certifying as to the satisfaction of the conditions set forth in clauses (a) and (b) of this definition.

“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 endorsements of negotiable instruments and documents in the ordinary course of business, and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance

sheet of such Person prepared in accordance with GAAP. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, 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 Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c). The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such 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 Section 4.07(c). 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.

“Issue Date” means the date on which Original Notes are originally issued under this Indenture.

“Junior Lien Debt” means Indebtedness:

(a) the incurrence of which was permitted under Section 4.06 of this Indenture at the date of its incurrence, and

(b) that is secured by Liens:

(i) that are on substantially the same Property as secure the Notes;

(ii) that are created under security documents substantially the same as those that secure the Notes and are junior in priority to the Liens securing the Notes; and

(iii) the holder or holders of which (or an agent or other representative thereof) shall have become parties to the Intercreditor Agreement,

as such Indebtedness may be amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time in accordance with the applicable security instrument.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, regardless of whether filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.

“Liquid Securities” means securities that are publicly traded on the New York Stock Exchange, NYSE MKT, the Nasdaq Stock Market or any other regulated stock exchange in the United States, Canada, Europe or Australia (or any of their successors) and as to which the Company is not subject to any restrictions on sale or transfer (including any volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by the Securities Act) or as to which a registration statement under the Securities Act covering the resale thereof is in effect for as long as the securities are held; provided that securities meeting such requirements shall be treated as Liquid Securities from the date of receipt thereof until and only until the earlier of (a) the date on which such securities are sold or exchanged for cash or Cash Equivalents and (b) 180 days following the date of receipt of such securities. If such securities are not sold or exchanged for cash or Cash Equivalents within 180 days of receipt thereof, for purposes of determining whether the transaction pursuant to which the Company or a Restricted Subsidiary received the securities was in compliance with Section 4.12, such securities shall be deemed not to have been Liquid Securities at any time.

“Make-Whole Price” with respect to any Notes to be redeemed means an amount, as determined by the Company, equal to the greater of:

(1) 100% of the principal amount of such Notes; and

(2) the sum of the present values of (a) the redemption price of such Notes at April 1, 2018 (as set forth in Section 3.01(a)) and (b) the remaining scheduled payments of interest from the redemption date to April 1, 2018 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points;

plus, in the case of both (1) and (2), accrued and unpaid interest on such Notes, if any, to the redemption date.

“Maturity Date” means October 1, 2020.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of non-cash preferred stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale (including, without limitation, any cash received pursuant to any sale and leaseback transaction) or (b) the disposition of any securities by such Person or the extinguishment of any Indebtedness of such Person; and

(2) any extraordinary or non-recurring gain or loss, together with any related provision for taxes on such extraordinary or non-recurring gain or loss.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expense incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of such Indebtedness, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;

(3) all distributions and other payments required to be made to holders of minority interests in Subsidiaries or joint ventures as a result of such Asset Sale; and

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, or held in escrow, in either case for adjustment in respect of the sale price or for any liabilities associated with the assets disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale.

“Net Working Capital” means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from Oil and Natural 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 gas properties and (iii) any current liabilities from Oil and Natural 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 the Financial Standards Accounting Board’s Accounting Standards Codification (ASC) 815 and any adjustments reflecting fluctuations in the fair market value of derivatives).

“Non-U.S. Person” means a Person that is not a U.S. Person, as defined in Regulation S.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise), in each case other than Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Company or any Restricted Subsidiary to the extent securing otherwise Non-Recourse Debt of such Unrestricted Subsidiary or joint venture except in each case for Customary Recourse Exceptions;

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice,

lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the governing documentation for which provides that the lenders will have no recourse to property or assets of the Company or its Restricted Subsidiaries.

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

“Notes” has the meaning assigned to such term in the Recitals.

“Notes Obligations” means Obligations in respect of the Notes, this Indenture and the Security Instruments, including for the avoidance of doubt, Obligations with respect to Permitted Refinancing Indebtedness related thereto and Obligations in respect of all fees of, payment or reimbursement of expenses incurred by, indemnifications, damages and any other liabilities payable to, the Trustee in accordance with the Note Documents, but not any Bank Product Obligations.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness, provided that, except as otherwise provided in the definition of Notes Obligations, in order to avoid double counting, Obligations with respect to the Notes shall not include fees or indemnifications in favor of the Trustee and other third parties other than the Holders of the Notes.

“Offer Amount” has the meaning assigned to such term in Section 4.12(f).

“Offer Period” has the meaning assigned to such term in Section 4.12(f).

“Officer” means, in the case of the Company, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company and, in the case of any Subsidiary Guarantor, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of such Subsidiary Guarantor.

“Officers’ Certificate” means, in the case of the Company, a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company and, in the case of any Subsidiary Guarantor, a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of such Subsidiary Guarantor.

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

“Oil and Natural Gas Hedging Contract” means any Hydrocarbon hedging agreements and other agreements or arrangements entered into in the ordinary course of business in the oil and gas industry for the purpose of protecting against fluctuations in Hydrocarbon prices.

“Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee.

“Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor.

“Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

“Payment Default” has the meaning assigned to such term in Section 6.01.

“Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Company or any of the Company’s Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of:

(1) a Person prior to the date on which such Person became a Restricted Subsidiary; or

(2) a Person that was merged or consolidated into the Company or a Restricted Subsidiary;

provided that such Indebtedness was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary or merging into the Company or Restricted Subsidiary and on the date such Subsidiary became a Restricted Subsidiary or the date such Person was merged or consolidated into the Company or a Restricted Subsidiary, as applicable, after giving pro forma effect thereto,

(a) the Restricted Subsidiary or the Company, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a), or

(b) the Fixed Charge Coverage Ratio for the Company would be greater than the Fixed Charge Coverage Ratio for the Company immediately prior to such transaction.

“Permitted Business Investments” means Investments and expenditures made in the ordinary course of, and of a nature that is or shall have become customary in, a Related Business as a means of actively exploiting, exploring for, acquiring, developing, processing, gathering, marketing or transporting oil, natural gas, other Hydrocarbons and minerals through agreements, transactions, interests or arrangements that permit one to share risks or costs of such activities with third parties or comply with regulatory requirements regarding local ownership, including without limitation, (a) ownership interests in oil, natural gas, other Hydrocarbons and minerals properties, processing facilities, gathering systems, pipelines, storage facilities or related systems or ancillary real property interests; (b) Investments in the form of or pursuant to operating agreements, working interests, royalty interests, mineral leases, processing agreements, Farm-In Agreements, Farm-Out Agreements, contracts for the sale, transportation or exchange of oil, natural gas, other Hydrocarbons and minerals, marketing arrangements, production sharing agreements, participation agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service

contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements, stockholder agreements and other similar agreements (including for limited liability companies) with third parties; and (c) direct or indirect ownership interests in drilling rigs and related equipment, including, without limitation, transportation equipment, but excluding, in each case, investments in corporations, publicly traded limited liability companies or publicly traded partnerships.

“Permitted Debt” has the meaning assigned to such term in Section 4.06(b).

“Permitted Investments” means:

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

(2) any Investment in Cash Equivalents;

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

(A) such Person becomes a Restricted Subsidiary; or

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

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.12;

(5) 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 with Persons that are not Affiliates;

(6) Investments represented by Hedging Obligations incurred in the ordinary course of business and not for speculative purposes;

(7) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business, in each case to the extent they constitute Investments;

(8) loans or advances to employees in the ordinary course of business or consistent with past practice, in each case to the extent they constitute Investments;

(9) advances and prepayments for asset purchases in the ordinary course of business in a Related Business of the Company or any of its Restricted Subsidiaries;

(10) receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with

customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(11) surety and performance bonds and workers’ compensation, utility, lease, tax, performance and similar deposits and prepaid expenses in the ordinary course of business;

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

(13) Investments of a Restricted Subsidiary acquired after the Issue Date or of any entity merged into the Company or merged into or consolidated with a Restricted Subsidiary in accordance with Article 5 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(14) Permitted Business Investments;

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

(16) Investments existing on the Issue Date, and any extension, modification or renewal of any such Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases of such Investments (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investments as in effect on the Issue Date);

(17) repurchases of or other Investments in the Notes;

(18) any acquisition of assets solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Company, provided that the value of such assets is not included in clause (iii)(b) of Section 4.07(a);

(19) Investments made pursuant to agreements in effect and as in effect on the Issue Date; and

(20) In addition to the Investments described above, other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment is made and without giving effect to any changes in value), when taken together with all other Investments pursuant to this clause (20) that are at the time outstanding, not to exceed the greater of $15 million and 2.0% of Adjusted Consolidated Net Tangible Assets of the Company at the time of such Investment.

“Permitted Liens” means, with respect to any Person:

(1) Liens securing Indebtedness incurred under Credit Facilities pursuant to Section 4.06(b)(i) or otherwise existing on the Issue Date;

(2) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.06(b)(4) covering only the assets acquired with or financed by such Indebtedness;

(3) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

(4) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or similar Liens arising by contract or statute in the ordinary course of business and with respect to amounts which are not yet delinquent or are being contested in good faith by appropriate proceedings;

(5) Liens for taxes, assessments or other governmental charges or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(6) Liens in favor of the issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided that such letters of credit do not constitute Indebtedness;

(7) encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(8) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole;

(9) any attachment or judgment Liens not giving rise to an Event of Default;

(10) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained or deposited with a depositary institution; provided that:

(A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

(11) Liens securing obligations of the Company and its Restricted Subsidiaries under non-speculative Hedging Obligations entered into in the ordinary course of business;

(12) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business or otherwise not arising in connection with security for Indebtedness;

(13) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or a Restricted Subsidiary; provided that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary other than those of the Person merged or consolidated with the Company or such Restricted Subsidiary;

(14) Liens on property or Capital Stock of a Person at the time such Person becomes a Restricted Subsidiary; provided that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(15) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or a Subsidiary Guarantor;

(16) Liens securing the Original Notes and the related Subsidiary Guarantees and other obligations arising under this Indenture;

(17) Liens securing Permitted Refinancing Indebtedness permitted under Section 4.06(b)(v) of the Company or a Restricted Subsidiary incurred to refinance Indebtedness of the Company or a Restricted Subsidiary that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property or assets that is the security for a Permitted Lien hereunder;

(18) Liens arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under this Indenture; provided that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of the Indebtedness;

(19) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any joint venture owned by the Company or any Restricted Subsidiary to the extent securing Non-Recourse Debt of such Unrestricted Subsidiary or joint venture;

(20) Liens on assets of a Foreign Subsidiary securing Indebtedness of any Foreign Subsidiary which Indebtedness is permitted by this Indenture;

(21) Liens on property securing a defeasance trust;

(22) Liens securing Junior Lien Debt;

(23) Liens securing the Bank Product Obligations; and

(24) Liens with respect to obligations that, at any one time outstanding, do not exceed $10 million.

In each case set forth above, notwithstanding any stated limitation therein on the assets that may be subject to a Lien such Lien on a specified asset or group or type of assets may include a Lien on any improvements, additions and accessions thereto and all products and proceeds thereof (including dividends and distributions in respect thereof).

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries, any Disqualified Stock of the Company or any preferred stock of any Restricted Subsidiary (a) issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to or a deferral or renewal of ((a) and (b) above, collectively, a “Refinancing”), any other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness), in a principal amount (or accreted value, as applicable) not to exceed the principal amount of the Indebtedness so Refinanced (plus the amount of premium or reasonable fees and expenses, if any, paid in connection therewith).

Notwithstanding the preceding, no Indebtedness, Disqualified Stock or preferred stock will be deemed to be Permitted Refinancing Indebtedness, unless:

(1) such Indebtedness has a final maturity date no earlier 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 Refinanced;

(2) if the Indebtedness being Refinanced is contractually subordinated or otherwise junior in right of payment to the Notes, such Indebtedness and is contractually subordinated or otherwise junior in right of payment to, the Notes, on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being Refinanced at the time of the Refinancing; and

(3) such Indebtedness is incurred or issued by the Company or such Indebtedness is incurred or issued by the Restricted Subsidiary that is the obligor on the Indebtedness being Refinanced; provided that a Restricted Subsidiary that is also a Subsidiary Guarantor may guarantee Permitted Refinancing Indebtedness incurred by the Company, regardless of whether such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being Refinanced.

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

“principal” of any Indebtedness means the principal amount of such Indebtedness, together with, unless the context otherwise indicates, any premium then payable on such Indebtedness.

“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 a Subsidiary of the Company 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, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the oil and gas business for geologists, geophysicists and other providers of technical services to the Company or a Subsidiary of the Company.

“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” means “Proved Reserves” as defined in the Definitions for Oil and Gas Reserves (in this paragraph, the “Definitions”) promulgated by the Commission as in effect at the time in question, and “Proved Developed Producing Reserves” means Proved Reserves which are categorized as both “Developed” and “Producing” in the Definitions.

“Purchase Date” has the meaning set forth in Section 4.12(f).

“PV-10 Value” means, as of any date of determination, the net present value, discounted at 10% per annum, of the future net revenues expected to accrue to the Company and its Restricted Subsidiaries’ collective interests in Proved Reserves and/or Proved Developed Producing Reserves, as applicable, expected to be produced from oil and gas properties during the remaining expected economic lives of such reserves as of such date, calculated as provided herein. Each calculation of such expected future net revenues shall be made in accordance with the then existing standards of the Commission; provided that in any event:

(a) appropriate deductions shall be made for severance and ad valorem taxes, and for operating, gathering, transportation and marketing costs required for the production and sale of such reserves;

(b) appropriate adjustments shall be made for Hedging Obligations; and

(c) the pricing assumptions used in determining PV-10 Value for any particular reserves shall be Strip Price with respect thereto, as determined within the 30 days preceding such date of determination; provided that future net revenues calculated using the pricing

assumptions set forth in this clause (c) shall be further adjusted to account for the projected average basis differential for the periods utilized for such pricing assumptions based upon market based-quotations reasonably determined by Company.

“Rating Agency” means any of S&P or Moody’s, or if (and only if) S&P or Moody’s shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company, which shall be substituted for S&P or Moody’s, as the case may be.

“Registrar” means a Person engaged to maintain the Register.

“Regular Record Date” for the interest payable on any Interest Payment Date means the March 15 or September 15 (whether or not a Business Day) next preceding such Interest Payment Date.

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

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

“Refinancing” has the meaning assigned to such term in the definition of ‘Permitted Refinancing Indebtedness. “Refinanced” shall have the correlative meaning.

“Registration Rights Agreement” means (i) with respect to the Initial Notes, the Registration Rights Agreement by the Company and the Guarantors for the benefit of the Holders substantially in the form attached hereto as Exhibit J, and (ii) with respect to any Additional Notes, any registration rights agreements relating to rights given by the Company and the Subsidiary Guarantors to the Holders of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.

“Related Business” means any business which is the same as or related, ancillary or complementary to any of the businesses of the Company and its Restricted Subsidiaries on the Issue Date, which includes (1) the acquisition, exploration, exploitation, development, production, operation and disposition of interests in oil, gas and other Hydrocarbon properties, and the utilization of the Company’s and its Restricted Subsidiaries’ properties, (2) the gathering, marketing, treating, processing, storage, refining, selling, disposal, recycling and transporting of any production from such interests or properties and products produced in association therewith, (3) oil field sales and services and related activities, and (4) any business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in the foregoing clauses (1) through (3) of this definition.

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

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

“Restricted Payment” has the meaning assigned to such term in Section 4.07.

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

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

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

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

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

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

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

“Security Instruments” means all mortgages, deeds of trust and other agreements, consents or certificates now or hereafter executed and delivered by the Company or any Subsidiary Guarantor in connection with, or as security for the payment or performance of the Note Obligations.

“Senior Credit Agreement” means the Amended and Restated Credit Agreement dated as of March 27, 2013, as amended on or before the Issue Date, among (i) the Company, (ii) Royal Bank of Canada, as administrative agent, KeyBank National Association, as syndication agent, and (iii) the other lenders party thereto from time to time, and any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, supplemented, increased, renewed, refunded, replaced (including replacement after the termination of such credit facility), supplemented, restructured or refinanced in whole or in part from time to time in one or more agreements or instruments.

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

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X under the Securities Act.

“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 documentation governing such Indebtedness as of its issue date, 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.

“Strip Price” means, as of any date of the determination, with respect to oil and gas properties:

(a) for each of the first 12 months following such date (the “Initial Strip”), the average of the closing contract prices for the 12 succeeding monthly futures contracts following such date;

(b) for each of the 12 months following the Initial Strip (the “Second Strip”), the average of the closing contract prices for the next 12 succeeding monthly future contracts following the Initial Strip;

(c) for each of the 12 months following the Second Strip (the “Third Strip”), the average of the closing contract prices for the next 12 succeeding monthly future contracts following the Second Strip;

(d) for each of the first 12 months following the Third Strip (the “Fourth Strip”), the average of the closing contract prices for the 12 succeeding monthly futures contracts following the Third Strip; and

(e) for each month thereafter, the average of the closing contract prices for the next 12 succeeding monthly future contracts following the Fourth Strip, and

(f) in each case as quoted on the New York Mercantile Exchange or any equivalent exchange (in either case, the “Exchange”) and published in a nationally recognized publication for such pricing or obtained from a nationally recognized third party as selected by the Company;

provided that:

(1) if the Exchange no longer provides futures contract price quotes for 60-month periods, the Strip Price shall be:

(a) for each month of the longest available period of quotes of less than 60 months (the “Initial Testing Period”), the average of the closing contract prices for the “X” succeeding monthly future contracts (where “X” equals the number of months in the Initial Testing Period), and

(b) to the extent the Initial Testing Period is longer than 12 months, for each month after the Initial Testing Period, the average of such contract prices for the last 12 months of such Initial Testing Period, in each case as quoted on the Exchange and published in a nationally recognized publication for such pricing as selected by the Trustee, and

(2) if the Exchange no longer provides such futures contract quotes or has ceased to operate, the Company shall designate another nationally recognized commodities exchange to replace the Exchange for purposes of the references to the Exchange herein.

“Subordinated Debt” means Indebtedness of the Company or a Subsidiary Guarantor that is contractually subordinated in right of payment (by its terms or the terms of any document or instrument relating thereto) to the Notes or the Subsidiary Guarantee of such Subsidiary Guarantor, as applicable.

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

(1) any corporation, association or other business entity (other than a partnership) of which more than 50% of the total voting power of 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 (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means any Guarantee of the Notes by any Subsidiary Guarantor in accordance with Section 4.10.

“Subsidiary Guarantor” means each Restricted Subsidiary that is a party to this Indenture or that has become obligated under a Subsidiary Guarantee, in accordance with Sections 4.10 and Article 10, but only for so long as such Subsidiary remains so obligated pursuant to the terms of this Indenture.

“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 such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 1, 2018; provided that if the then remaining term of the Notes to April 1, 2018 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2018, is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means the party named as such in the first paragraph of this Indenture or any successor trustee under this Indenture pursuant to Article 7. Unless the context otherwise requires, “Trustee” shall be deemed to include the entity acting as trustee in its capacities (if any) as collateral agent and Agent.

“Trust Indenture Act” means the Trust Indenture Act of 1939.

“U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

“USA Patriot Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

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

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

(2) 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

(3) 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 or credit support would be released upon such designation.

Any Subsidiary of an Unrestricted Subsidiary shall also be an Unrestricted Subsidiary.

“Volumetric Production Payments” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all related undertakings and obligations.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

Section 1.02. Rules of Construction. Unless the context otherwise requires or except as otherwise expressly provided:

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

(2) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

(3) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated;

(4) references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and

(5) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

ARTICLE 2

THE NOTES

Section 2.01. Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject. Each Note will be dated the date of its authentication. The Notes will be issuable in denominations of $2,000 in principal amount and any multiple of $1 in excess thereof.

(b) (i) Except as otherwise provided in paragraph (c), Section 2.10(a)(iii), (a)(v) or (b) or Section 2.09(a)(v), each Initial Note or Initial Additional Note will bear the Restricted Legend.

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

(iii) Initial Notes resold to Institutional Accredited Investors will be in the form of an IAI Global Note.

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

(c)

(i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or

(ii) after an Initial Note or any Initial Additional Note is (x) sold pursuant to an effective registration statement under the Securities Act, pursuant to a Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.

(d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.

Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes. (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

(b) A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee will authenticate and deliver:

(i) Initial Notes for original issue in the aggregate principal amount of $633,657,047, and

(ii) Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company,

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

(A) Receipt by the Trustee of an Officers’ Certificate specifying:

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

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

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

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

(5) such other information the Company may determine to include or the Trustee may reasonably request; and

(B) An Exchange Offer Registration Statement shall have become effective and the Exchange Offer thereunder shall have been consummated (and the Trustee shall have received an Officers’ Certificate stating as such).

Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.

(d) The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number.

Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust. (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8) Paying Agent. In each case the Company and the Trustee will enter into an agreement with the Agent implementing the provisions of this Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying Agent, and the Trustee accepts such appointment.

(b) The Company will require each Paying Agent other than the Trustee or the Company or an Affiliate of the Company to agree in writing that the Paying Agent will hold in

trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default in respect of the Notes, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

Section 2.04. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding. Every replacement Note is an additional obligation of the Company and entitled to the benefits of this Indenture. If required by the Trustee or the Company, an indemnity or security must be furnished that is sufficient in the judgment of the Trustee to protect itself and in the judgment of the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for the expenses of the Company and the Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a replacement Note.

Section 2.05. Outstanding Notes. (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for

(i) Notes cancelled by the Trustee or delivered to it for cancellation;

(ii) any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser; and

(iii) on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to a Change of Control Offer or Asset Sale Offer, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

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

Section 2.06. Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes. Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes will be entitled to the same benefits under this Indenture as definitive Notes.

Section 2.07. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures. The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

Section 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes may use “CUSIP” and “CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in Change of Control Offers and Asset Sale Offers as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or exchange or offer to purchase. The Company will promptly notify the Trustee of any change in the CUSIP or CINS numbers.

Section 2.09. Registration, Transfer and Exchange. The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.

(a) (i) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(ii) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.09(a)(v).

(iii) Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Neither the Company, any Subsidiary Guarantor, the Trustee nor any of their respective agents has or will have any responsibility for:

(A) Any aspect of the records of the Depositary, any Agent Member, or anyone who clears through or maintains an account with an Agent Member relating to or payments made on account of beneficial ownership interest in the Global Note or for maintaining, supervising or reviewing any of the records of the Depositary, any Agent Member or anyone who clears through or maintains an account with an Agent Member relating to the beneficial ownership interests in the Global Note;

(B) Any delay by the Depositary or any of its Agent Members in identifying the beneficial owners of the Notes (and the Company, any Subsidiary Guarantor, the Trustee and any of their respective agents may conclusively rely on and will be protected in relying on instructions from the Depositary or its nominee for all purposes); or

(C) Any other matter relating to the actions and practices of the Depositary, any Agent Members or anyone who clears through or maintains an account with an Agent Member.

(iv) Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

(v) If

(A) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note or has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary; or

(B) a Default or Event of Default has occurred and is continuing and the Depositary notifies the Trustee of its decision to exchange the Global Notes for Certificated Notes,

the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes issued in exchange by the Company in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial interest in an Offshore Global Note will have the right upon presentation to the Trustee of any applicable certificate required under this Indenture after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.

(b) Each Certificated Note will be registered in the name of the holder thereof or its nominee.

(c) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that

(x) no transfer or exchange will be effective until it is registered in such register and

(y) the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to a Change of Control Offer or an Asset Sale Offer, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to a Change of Control Offer or an Asset Sale Offer is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (a)(v)).

(d) (i) Global Note to Global Note. If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(ii) Global Note to Certificated Note. If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(iii) Certificated Note to Global Note. If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

(iv) Certificated Note to Certificated Note. If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

Section 2.10. Restrictions on Transfer and Exchange. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary. The Trustee shall refuse to register any requested transfer or exchange that the Trustee knows does not comply with the preceding sentence.

(a) Subject to paragraph (b), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.


A	B	C

U.S. Global Note	U.S. Global Note	(i)
U.S. Global Note	Offshore Global Note	(ii)
U.S. Global Note	Certificated Note	(iii)
Offshore Global Note	U.S. Global Note	(iv)
Offshore Global Note	Offshore Global Note	(i)
Offshore Global Note	Certificated Note	(v)
Certificated Note	U.S. Global Note	(iv)
Certificated Note	Offshore Global Note	(ii)
Certificated Note	Certificated Note	(iii)

(i) No certification is required.

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

(iii) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required. In the event that (i) the requested transfer or exchange takes place after the expiration of the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

(iv) The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

(v) In the event that the requested transfer or exchange takes place prior to the expiration of the Restricted Period, the Person requesting the transfer must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States. If the requested transfer or exchange takes place after the expiration of the Restricted Period, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

(b) No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)

(i) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate; or

(ii) (x) sold pursuant to an effective registration statement, pursuant to a Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.

Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.

(c) The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.

ARTICLE 3

REDEMPTION

Section 3.01. Optional Redemption. (a) Except as described below or in Section 4.11, the Notes are not redeemable until April 1, 2018. On and after April 1, 2018, the Company may redeem all or a part of the Notes, from time to time, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date (subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on April 1 of the years indicated below:


Year	Percentage
2018		108.000	%
2019		104.000	%
2020 and thereafter		100.000	%

(b) At any time or from time to time prior to April 1, 2018, the Company may also redeem all or a part of the Notes at a redemption price equal to the Make-Whole Price, subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.

Section 3.02. Redemption with Proceeds of Equity Issuance. (a) Prior to April 1, 2018, the Company may on any one or more occasions redeem up to 35% of the principal amount of the Notes with all or a portion of the net cash proceeds of one or more Equity Issuances at a redemption price equal to 108.00% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that

(i) at least 65% of the aggregate principal amount of the Notes originally issued under the Indenture (including Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding after each such redemption; and

(ii) the redemption occurs within 90 days after the closing of such Equity Issuance.

Section 3.03. Method and Effect of Redemption.

(a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 60 days before the redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed on a pro rata basis, subject to adjustments so that no Notes are redeemed in an unauthorized denomination (or, in the case of Global Notes, the Notes to be redeemed will be selected in accordance with the Depositary’s applicable procedures), unless otherwise required by law or applicable stock exchange requirements. Notes redeemed in part must be redeemed in denominations of $2,000 principal amount and higher integral multiples of $1 (subject to the procedures of the Depositary). The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notices of redemption must be sent by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the redemption date in the case of Global Notes, to the Depositary in accordance with the procedures of the Depositary and in the case of certificated Notes, by first class mail, or delivered electronically if held at DTC, to each Holder of Notes to be redeemed at its registered address, except notices of redemption 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.

(b) The notice of redemption will identify the Notes to be redeemed and will include or state the following:

(i) the redemption date;

(ii) the redemption price, or the method by which it will be calculated;

(iii) the place or places where Notes are to be surrendered for redemption;

(iv) Notes called for redemption must be so surrendered in order to collect the redemption price;

(v) on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;

(vi) if any Note is redeemed in part, the portion of the principal amount of such Note to be redeemed and that, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued in the name of the Holder thereof upon cancellation of the original Note; and

(vii) if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.

(c) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense; provided that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period of time, subject to Section 3.03(a), as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this Section.

(d) Once notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date. Notices of redemption may not be subject to conditions precedent. Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.

(e) Unless the Company defaults in the payment of the redemption price, interest, if any, will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Notes. (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than 10:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that, if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company will promptly notify the Trustee of its compliance with this paragraph.

(b) An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

(c) The Company agrees to pay interest on overdue principal and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.

(d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will, through its Paying Agent, make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands (but not service of process) to or upon the Company in respect of the Notes and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company. The Company 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 Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations. Further, if at any time when Notes in certificated form are outstanding there shall be no such office or agency in the City of New York where such Notes may be presented or surrendered for payment, the Company shall forthwith designate and maintain such an office or agency in the City of New York, in order that the Notes (after taking

into consideration the payment requirements of DTC) shall at all times be payable in the City of New York. The Company 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. Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided that the Company is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is, in the judgment of the Company, no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and provided further that this Section does not prohibit any transaction otherwise permitted by Section 4.12 or Article 5.

Section 4.04. Payment of Taxes and Other Claims. The Company will pay or discharge, and cause each of its Subsidiaries to pay or discharge before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of the Company or any Subsidiary, other than any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established.

Section 4.05. Maintenance of Properties and Insurance. (a) The Company will cause all material properties used or useful in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Company may be necessary so that the business of the Company and its Restricted Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in this Section prevents the Company or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole.

(b) The Company will provide or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning like properties with reputable insurers, in such amounts, with such deductibles and by such methods as are customary for corporations similarly situated in the industry in which the Company and its Restricted Subsidiaries are then conducting business.

Section 4.06. Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to directly or indirectly create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur;” with “incurrence” having a correlative meaning) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided that the Company may incur Indebtedness (including Acquired Debt)

and issue Disqualified Stock, and Subsidiary Guarantors may incur Indebtedness (including Acquired Debt) and issue preferred stock, if the Company’s Fixed Charge Coverage Ratio for its most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, would have been at least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) Notwithstanding the foregoing, paragraph (a) of this Section 4.06 will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of any Disqualified Stock or preferred stock described below (collectively, “Permitted Debt”):

(i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness under Credit Facilities, and any Guarantees thereof, in an aggregate outstanding principal amount of which does not exceed the greater of:

(A) $250 million, and

(B) a principal amount of such Indebtedness such that, after giving pro forma effect to the incurrence thereof, the PV-10 Value of the Company’s and its Subsidiaries’ Proved Developed Producing Reserves, determined with respect to the date on which such Indebtedness is incurred, is equal to at least 135% of the principal amount of such Indebtedness;

(ii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(iii) the incurrence by the Company and the Subsidiary Guarantors of:

(A) Indebtedness represented by the Notes issued on the Issue Date and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement in exchange therefor, and

(B) Indebtedness represented by Exchange Notes and the related Subsidiary Guarantees issued pursuant to a Registration Rights Agreement in exchange for Additional Initial Notes, the incurrence of which was, at the time of the issuance of such Additional Initial Notes, permitted hereunder;

(iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, improvement, deployment, refurbishment or modification of property, plant or equipment or furniture, fixtures and equipment, in each case, used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any

Indebtedness incurred pursuant to this clause (iv), not to exceed the greater of (A) $15 million and (B) 2.0% of Adjusted Consolidated Net Tangible Assets of the Company, determined as of the date of the incurrence of such Indebtedness;

(v) the incurrence or issuance by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness (other than intercompany Indebtedness) or Disqualified Stock of the Company, or Indebtedness (other than intercompany Indebtedness) or preferred stock of any Restricted Subsidiary, in each case that was permitted by this Indenture to be incurred or issued under paragraph (a) of this Section 4.06 clauses (ii), (iii), or (x) of this paragraph (b) or this clause (v);

(vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided that (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor; and (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary 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 (vi);

(vii) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of any preferred stock; provided that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary; and

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (vii);

(viii) the incurrence of obligations of the Company or a Restricted Subsidiary pursuant to Hedging Obligations entered into in the ordinary course of business and not for speculative purposes;

(ix) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by this Section 4.06; provided that in the case of a Guarantee by a Restricted

Subsidiary that is not a Subsidiary Guarantor, such Restricted Subsidiary would have been permitted to incur the Indebtedness being Guaranteed under this covenant, and provided further that if the Indebtedness being Guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness Guaranteed;

(x) the incurrence by the Company or any Restricted Subsidiary of Permitted Acquisition Indebtedness;

(xi) the incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(xii) the incurrence by the Company or any Restricted Subsidiary of Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Company and its Restricted Subsidiaries;

(xiii) the incurrence of in-kind obligations relating to net oil and natural gas balancing positions arising in the ordinary course of business;

(xiv) the incurrence of any obligations in respect of completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances, letters of credit, insurance obligations or bonds and other similar bonds and obligations incurred by the Company or any Restricted Subsidiary in the ordinary course of business and any Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations;

(xv) the incurrence of any obligation arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, Guarantee, adjustment of purchase price, holdback, contingency payment obligation based on the performance of the acquired or disposed asset or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, asset or Equity Interests of a Restricted Subsidiary;

(xvi) the incurrence by the Company or any of the Restricted Subsidiaries of Bank Product Obligations; and

(xvii) the incurrence by the Company or any of the Restricted Subsidiaries of Indebtedness in an aggregate principal amount outstanding on any date that does not exceed the greater of (a) $15 million and (b) 2.0% of Adjusted Consolidated Net Tangible Assets of the Company, determined as of the date of the incurrence of such Indebtedness after giving pro forma effect to such incurrence and the application of the proceeds therefrom.

(c) The Company will not incur, and will not permit any Subsidiary Guarantor to incur, any Indebtedness (including Permitted Debt) that is subordinated (either in respect of

liens or contractually in right of payment) to any other Indebtedness of the Company or such Subsidiary Guarantor unless such Indebtedness is also subordinated (in respect of liens or contractually in right of payment, as applicable) to the Notes and the applicable Subsidiary Guarantee, on substantially identical terms; provided that no Indebtedness will be deemed to be contractually subordinated (either in respect of liens or contractually in right of payment) to any other Indebtedness of the Company solely by virtue of being unsecured.

(d) For purposes of determining compliance with this Section 4.06, (1) in the event that an item of proposed Indebtedness, Disqualified Stock or preferred stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (ii) through (xvii) of paragraph (b), or is entitled to be incurred or issued pursuant to paragraph (a), the Company will be permitted to divide and classify such item on the date of its incurrence or issuance, or later divide and reclassify all or a portion of such item, in any manner that complies with this Section 4.06, Indebtedness incurred under clause (i) of paragraph (b) above may not be reclassified. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, fluctuations in the termination value of Hedging Obligations, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional Disqualified Stock or preferred stock of the same class will be deemed not to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.06; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued.

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.06, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Section 4.07. Restricted Payments. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity

Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or any Restricted Subsidiary);

(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, any such purchase, redemption, acquisition or retirement made in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent company of the Company;

(iii) make any payment on or with respect to, or purchase, redeem, prepay, defease or otherwise acquire or retire for value any unsecured Indebtedness described in clause (1), (2), (3) or (8) of the definition thereof or Subordinated Debt, except a payment of interest or principal (or, in the case of any Disqualified Stock, any dividend or distribution in respect of capital) at or within three Business Days prior to or after the Stated Maturity thereof (excluding (A) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or (B) the purchase or other acquisition of any such Indebtedness acquired in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase or other acquisition); or

(iv) make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

(A) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(B) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a); and

(C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (x), (xi) and (xiii) of paragraph (b) below), is equal to or less than the sum, without duplication, of:

(1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from January 1, 2016 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(2) 100% of (i) (a) the aggregate net cash proceeds and (b) the Fair Market Value of (x) marketable securities (other than marketable securities of the Company or an Affiliate of the Company), (y) Capital Stock of a Person (other than the Company or an Affiliate of the Company) engaged primarily in any Related Business and (z) other assets used or useful in any Related Business, in each case received by the Company or a Restricted Subsidiary since the Issue Date as a contribution to the Company’s common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), (ii) with respect to Indebtedness that is incurred on or after the Issue Date, the amount by which such Indebtedness of the Company or any of its Restricted Subsidiaries is reduced on the Company’s consolidated balance sheet upon the conversion or exchange after the Issue Date of any such Indebtedness into or for Equity Interests of the Company (other than Disqualified Stock), and (iii) the aggregate net cash proceeds, if any, received by the Company or any of its Restricted Subsidiaries since the Issue Date upon any conversion or exchange described in clause (i) or (ii) above; plus

(3) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to the sum, without duplication, of (i) the net reduction in such Restricted Investments in any Person resulting from (a) repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary, (b) other repurchases, repayments or redemptions of such Restricted Investments, (c) the sale of any such Restricted Investment to a purchaser other than the Company or a Subsidiary of the Company or (d) the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) that constituted a Restricted Investment plus (ii) with respect to any Unrestricted Subsidiary designated as such after the Issue Date that is redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Company’s Investment in such Subsidiary held by the Company or any of its Restricted Subsidiaries at the time of such redesignation; plus

(4) 100% of any dividends received by the Company or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent such dividends were not otherwise included in the Consolidated Net Income of the Company for such period.

(b) The preceding provisions will not prohibit:

(i) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(ii) the making of any Restricted Payment in exchange for, or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock and other than Equity Interests issued or sold to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by the Company or any of its Restricted Subsidiaries unless such loans have been repaid with cash on or prior to the date of determination) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (iii)(B) of paragraph (a) of this Section 4.07;

(iii) the purchase, redemption, defeasance or other acquisition or retirement for value of unsecured Indebtedness or Subordinated Debt (including the payment of any required premium and any fees and expenses incurred in connection with such purchase, redemption, defeasance or other acquisition or retirement) with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

(iv) purchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

(v) payments to fund the purchase, redemption or other acquisition or retirement for value by the Company of fractional Equity Interests arising out of stock dividends, splits or combinations, business combinations or other transactions permitted by this Indenture;

(vi) the purchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any of the Company’s (or any of its Restricted Subsidiaries’) current or former directors or employees on or after the Issue Date; provided that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed $2.5 million in the calendar year ended December 31, 2016 or any subsequent calendar year, with unused amounts being carried forward to future periods;

(vii) as long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any class or series of preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with the Fixed Charge Coverage Ratio test set forth in Section 4.06(a);

(viii) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of Equity Interests (other than Disqualified Stock) of such Restricted Subsidiary; provided that such dividend or similar distribution is paid to all holders of such Equity Interests on a pro rata basis based on their respective holdings of such Equity Interests;

(ix) purchases of unsecured Indebtedness or Subordinated Debt at a purchase price not greater than (A) 101% of the principal amount of such unsecured Indebtedness or Subordinated Debt and accrued and unpaid interest thereon in the event of a Change of Control or (B) 100% of the principal amount of such unsecured Indebtedness or Subordinated Debt and accrued and unpaid interest thereon in the event of an Asset Sale in connection with any change of control offer or asset sale offer required by the terms of such unsecured Indebtedness or Subordinated Debt, but only if:

(A) in the case of a Change of Control, the Company has first offered to purchase the Notes and complied with and fully satisfied its other obligations under Section 4.11, including purchasing all Notes tendered in such offer; or

(B) in the case of an Asset Sale, the Company has complied with and fully satisfied its obligations under Section 4.12, including purchasing all Notes tendered in an Asset Sale Offer;

(x) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially all of the assets of the Company that complies with Section 5.01;

(xi) the payment of dividends to the holders of the Company’s Series A Preferred Stock outstanding on Issue Date in accordance with the terms thereof in an aggregate amount not exceeding $12 million during any calendar year, commencing with the calendar year beginning on January 1, 2017; provided that cash payments under this clause (xi) may only be made (A) on or after March 15, 2017 and (B) if the audit opinion with respect to the Company’s audited financial statements issued for the fiscal year ended December 31, 2016 or otherwise for the most recent subsequent fiscal year for which audited financial statements have been issued is not qualified as to the status of the Company as a going concern; and

(xii) as long as no Default has occurred and is continuing at the time of such Restricted Payment or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $10 million since the Issue Date.

(c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value, on the date of such Restricted Payment, of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount, and the Fair Market Value of any non-cash Restricted Payment shall be determined in accordance with the definition of that term.

(d) For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (i) through (xiii) of paragraph (b) hereof or is entitled to be made pursuant to paragraph (a) hereof, the Company shall, in its sole discretion, classify such Restricted Payment, or later classify, reclassify or re-divide all or a portion of such Restricted Payment, in any manner that complies with this Section 4.07.

Section 4.08. Limitation on Liens. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or permit to exist any Lien, other than Permitted Liens, upon any of its property or assets (including Capital Stock and Indebtedness of any Subsidiaries of the Company and including any income or profits from such property or assets), whether owned on the Issue Date or thereafter acquired, which Lien secures any Subordinated Debt or other Indebtedness.

Section 4.09. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(i) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries;

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

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

(b) The provisions of paragraph (a) will not apply to encumbrances or restrictions existing under, by reason of or with respect to:

(i) the Senior Credit Agreement and any agreement entered into in connection therewith in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the Company, no more restrictive, taken as a whole, than those contained in the applicable agreements or instruments as in effect on the Issue Date;

(ii) the Note Documents;

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

(iv) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, restatements, modifications, renewals, extensions, supplements, increases, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided further that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(v) customary non-assignment provisions in contracts, leases, licenses and sublicenses (including, without limitation, licenses of intellectual property) entered into in the ordinary course of business and provisions restricting subletting or assignment of any lease governing a leasehold interest (including leases governing leasehold interests or Farm-In Agreements or Farm-Out Agreements) relating to leasehold interests in oil and gas properties) of the Company or any Restricted Subsidiary;

(vi) any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary, that restricts distributions by the applicable Restricted Subsidiary pending the sale or other disposition;

(vii) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(viii) Liens permitted to be incurred under Section 4.08 that limit the right of the debtor to dispose of the assets subject to such Liens and the security documents relating thereto;

(ix) the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to Section 4.06 and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);

(x) instruments governing other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred in accordance with Section 4.06; provided that the provisions relating to such encumbrance or restriction contained in such Indebtedness are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company, than the provisions contained in the Senior Credit Agreement or any other agreement described in clause (i) above, as in effect on the Issue Date, or this Indenture;

(xi) Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary in accordance with this Indenture; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (A) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (B) will not materially affect the Company’s ability to pay all principal, interest and premium, if any, on the Notes, in the reasonable good faith judgment of the Chief Executive Officer and Chief Financial Officer of the Company;

(xii) Hedging Obligations permitted from time to time under this Indenture entered into in the ordinary course of business and not for speculative purposes;

(xiii) restrictions on cash or other deposits or net worth imposed by customers, suppliers and landlords or surety, insurance or bonding companies in the ordinary course of business;

(xiv) provisions limiting the disposition or distribution of assets or property in, or transfer of Capital Stock in, joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements, operating agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the oil and gas business and are entered into (i) in the ordinary course of business, or (ii) with the approval of the Company’s Board of Directors, which limitations are applicable only to the assets, property or Capital Stock that are the subject of such agreements; and

(xv) Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments to the extent such encumbrance or restriction restricts the transfer of the property (including Capital Stock) subject to such Capital Lease Obligations, security agreements, mortgages, purchase money agreements or similar instruments.

Section 4.10. Future Subsidiary Guarantees. (a) If, after the Issue Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor Guarantees (or otherwise becomes liable for) Indebtedness of the Company or a Subsidiary Guarantor under a Credit Facility then such Subsidiary will become a Subsidiary Guarantor of the Notes Obligations by executing and delivering a supplemental indenture, in the form of Exhibit B, to the Trustee within 20 days of the date on which it Guarantees such Indebtedness.

(b) The Subsidiary Guarantee of any such Subsidiary Guarantor will subject to the release provisions and the other limitations described in Article 10.

Section 4.11. Offer to Repurchase upon a Change of Control. (a) If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1 in excess of $2,000) of that Holder’s Notes pursuant to an offer (a “Change of Control Offer”) on the terms set forth in this Section. In the Change of Control Offer, the Company will offer a payment in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment Date”), subject to the rights of Holders of Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, or, at the Company’s option, prior to such Change of Control but after it is publicly announced, the Company will deliver electronically, if held at DTC, or mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(i) that the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment;

(ii) the purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed or such later date as is necessary to comply with requirements under the Exchange Act;

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

(iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Change of Control Payment Date;

(vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the Business Day immediately preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have all or a portion of the Notes purchased; and

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

(b) 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 the Change of Control provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section by virtue of such compliance.

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

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

(d) The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all the Notes are then in global form, make such payment through the facilities of the Depositary), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note issued by the Company will be in a principal amount of $2,000 or an integral multiple of $1 in excess of $2,000. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Company defaults in making the Change of Control Payment.

(e) 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.

(f) Notwithstanding anything to the contrary in this Section, the Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the price, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (ii) the Company has given notice of redemption pursuant to Section 3.01 of this Indenture with respect to all outstanding Notes unless and until there is a Default in payment of the applicable redemption price.

(g) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive

agreement is in place for the Change of Control at the time of making the Change of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and cancelled, at the Company’s option. Notes purchased by a third party pursuant to clause (f) of this Section will have the status of Notes issued and outstanding.

(h) In the event that Holders of at least 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Company (or any third party making such Change of Control Offer, in lieu of the Company, as described in paragraph (f) of this Section) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following a Change of Control Payment Date, to redeem all, but not less than all, of the Notes that remain outstanding at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Notes that remain outstanding, to the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).

(i) The provisions of this Section that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of this Indenture are applicable.

Section 4.12. Asset Sales. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(ii) at least 75% of the consideration received in respect of such Asset Sale by the Company or such Restricted Subsidiary, taken together with all other Asset Sales since the Issue Date on a cumulative basis, is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities, Subordinated Debt and any obligations in respect of preferred stock) that are assumed by the transferee of any such assets or Equity Interests pursuant to (i) a customary novation agreement (or other legal documentation with the same effect) that includes a full release of the Company or such Restricted Subsidiary from any and all liability therefor or (ii) an assignment agreement that includes, in lieu of such release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or other cost in respect of such assumed liability;

(B) Liquid Securities; and

(b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds:

(i) to repay, prepay, redeem or purchase (x) any Indebtedness that was secured by the assets sold in such Asset Sale; (y) Indebtedness that is secured equally and ratably with the Notes or that is secured on a priority basis to the Notes; or (z) other Indebtedness outstanding on the Issue Date; provided in each such case with respect to a revolving Credit Facility, whether or not such repayment, prepayment, redemption or purchase is accompanied by a reduction of the related commitments;

(ii) to invest in Additional Assets; or

(iii) to make capital expenditures in respect of a Related Business of the Company or any of its Restricted Subsidiaries;

provided that the Company or the applicable Restricted Subsidiary will be deemed to have complied with this paragraph with respect to an Asset Sale if, within 365 days after such Asset Sale, the Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or Investment, or a binding agreement with respect to an expenditure or Investment, in compliance with this, and that expenditure or Investment is completed within one year and six months after the date of such Asset Sale.

An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (i) through (iii) above within the time period set forth above will constitute “Excess Proceeds.”

(c) Within ten Business Days after the aggregate amount of Excess Proceeds exceeds $25 million, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is secured equally and ratably with the Notes containing provisions similar to those set forth in this Section with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other Indebtedness that is secured equally and ratably with the Notes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Indebtedness that is secured equally and ratably with the Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will use the Excess Proceeds to purchase the Notes and such other Indebtedness that is secured equally and ratably with the Notes on a pro rata basis subject to adjustments so that no Notes or other Indebtedness that is secured equally and ratably with the Notes is repurchased in part in an unauthorized denomination. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

(d) Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, will be governed by Section 4.11 and/or Section 5.01 and not by this Section 4.12.

(e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.12, or compliance with this Section 4.12 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sales provisions of this Indenture by virtue of such compliance.

(f) In the event that, pursuant to this Section 4.12, the Company is required to commence an Asset Sale Offer, it will follow the procedures specified below:

(i) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that (x) is secured equally and ratably with the Notes, (y) is secured by a Lien senior to the Lien securing the Notes, or (z) is outstanding on the Issue Date, containing provisions similar to those set forth in this Section with respect to offers to purchase or redeem with the proceeds of sales of assets. 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 Indebtedness that is secured equally and ratably with the Notes (on a pro rata basis, if applicable, subject to adjustments so that no Notes or other Indebtedness that is secured equally and ratably with the Notes is repurchased in part in an unauthorized denomination) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer.

(ii) If the Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest 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.

(iii) Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, or delivered electronically if held at DTC, a notice to the Trustee and each of the Holders. 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 the Asset Sale Offer is being made pursuant to this Section 4.12 and the length of time the Asset Sale Offer will remain open;

(B) the Offer Amount, the purchase price and the Purchase Date;

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

(E) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1 in excess of $2,000 only;

(F) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer the Notes by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Purchase Date;

(G) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the close of business on the Business Day immediately preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have all or a portion of such Note purchased;

(H) that, if the aggregate principal amount of Notes and other Indebtedness that is secured equally and ratably with the Notes surrendered by Holders thereof exceeds the Offer Amount, the Notes and other Indebtedness that is secured equally and ratably with the Notes will be purchased on a pro rata basis based on the principal amount of Notes and such other that is secured equally and ratably with the Notes surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1 in excess of $2,000, will be purchased); and

(I) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer), which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1 in excess of $2,000.

(iv) 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 Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the

Offer Amount has been tendered, all Notes tendered, and 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 this Section 4.12. The Company, the Depositary or the Paying Agent, as the case may be, will promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company 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 or its agent to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Section 4.13. Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), involving aggregate consideration payable to or by the Company or a Restricted Subsidiary in excess of $1 million, unless:

(i) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and

(ii) the Company delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an accounting, appraisal or investment banking firm, or other independent entity with appropriate expertise, of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of paragraph (a):

(i) any employment, consulting, severance, termination or similar agreement or arrangement, stock option or stock ownership plan, employee benefit plan, officer or director compensation or indemnification agreement, restricted stock agreement, severance agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities pursuant thereto;

(ii) transactions between or among the Company and/or its Restricted Subsidiaries, the issuance of Guarantees for the benefit of the Company or a Restricted Subsidiary and pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders to Unrestricted Subsidiaries;

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

(iv) fees and expenses and compensation paid to, and indemnification or insurance provided on behalf of, officers, directors or employees of the Company or any of its Restricted Subsidiaries;

(v) any issuance of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of a capital contribution from, Affiliates of the Company;

(vi) Restricted Payments that do not violate Section 4.07;

(vii) loans or advances to employees in the ordinary course of business or consistent with past practice;

(viii) advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;

(ix) the performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any written agreement to which the Company or any of its Restricted Subsidiaries was a party on the Issue Date, as these agreements may be amended, modified or supplemented from time to time; provided that any future amendment, modification or supplement entered into after the Issue Date will be permitted to the extent that its terms do not materially and adversely affect the rights of any Holders of the Notes (as determined in good faith by the Board of Directors of the Company) as compared to the terms of the agreements in effect on the Issue Date;

(x) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided that such director abstains from voting as director of the Company or such direct or indirect parent company of the Company, as the case may be, on any matter involving such other Person; and

(xi) in the case of (i) contracts for (A) drilling or other oil-field services or supplies, (B) the sale, storage, gathering or transport of Hydrocarbons or (C) the lease or rental of office or storage space or (ii) other operation-type contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and third parties or, if neither the Company nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s-length basis, as determined by a majority of the disinterested members of the Board of Directors or the Company (or, if there is only one disinterested member, such disinterested member).

Section 4.14. Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation. That designation will only be permitted if the applicable Restricted Subsidiary meets the definition of an Unrestricted Subsidiary and if such Investment would be permitted at that time, either pursuant to Section 4.07 or the definition of Permitted Investment.

(b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07; provided that such covenant need not be complied with if the Subsidiary to be so designated has total assets of $1,000 or less. If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of the definition of “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 as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.06, the Company will be in Default of Section 4.06.

(c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.06, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.15. Reports. (a) Regardless of whether required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will file with the Commission for public availability, within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing, in which case the Company will comply with the requirements described in paragraph (b) below):

(i) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Company were required to file such reports; and

(ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

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

(b) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the clauses (i) and (ii) of paragraph (a) with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Company will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission 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 that would apply if the Company were required to file those reports with the Commission and deliver a copy of the reports to the Trustee

(c) Promptly after evidence from the applicable governmental authorities of the recordation of all mortgages existing on the Issue Date included in the Security Instruments, the Company will file with the Commission a report on Form 8-K stating that such evidence has been received.

(d) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraphs (a) and (b) will include a reasonably detailed presentation, either on the face of the financial statements or in 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 the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(e) The Company agrees that, for so long as any Notes remain outstanding, but only until completion of the related Exchange Offer, if at any time it is not required to file with the Commission the reports required by the paragraphs (a) and (b), it will furnish to the Holders of Notes and to securities analysts and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(f) If any direct or indirect parent company of the Company provides a full and unconditional guarantee of the Notes, the Company may satisfy its Obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent company; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Subsidiaries on a standalone basis, on the other hand.

(g) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act.

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

Section 4.16. Reports to Trustee. (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the Chief Executive Officer or the Chief Financial Officer of the Company stating that the officer has conducted or supervised a review of the activities of the Company and its Restricted Subsidiaries and their performance under this Indenture and that, based upon such review, the Company has fulfilled its obligations hereunder or, if there has been a Default, specifying the Default and its nature and status.

(b) The Company will deliver to the Trustee, as soon as possible and in any event within five Business Days after the Company becomes aware of the occurrence of a Default or Event of Default, an Officers’ Certificate setting forth the details of the Default or Event of Default, and the action which the Company proposes to take with respect thereto.

(c) The Company will notify the Trustee in writing when any Notes are listed on any national securities exchange and of any delisting

Section 4.17. Covenant Termination. From and after the occurrence of an Investment Grade Rating Event, the Company and its Restricted Subsidiaries shall no longer be subject to Sections 4.06, 4.07, 4.09, 4.12, 4.13 and Section 5.01(a)(iv) of this Indenture. Furthermore, after an Investment Grade Rating Event, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries. However, the Company and its Restricted Subsidiaries will remain subject to all other covenants in this Indenture, including those described above under Section 4.08, Section 4.10 and Section 4.11. The Company shall notify the Trustee and the Holders of the Notes in writing of the occurrence of any Investment Grade Rating Event within 30 days following the occurrence of that event.

Section 4.18. Limitation on Certain Offers to Exchange. The Company will not offer to exchange any Note in exchange for Indebtedness of the Company that is incurred pursuant to Section 4.06(b)(i) of this Indenture and is secured by a Lien that is senior in priority to the Notes unless such offer is made to every Holder of Notes and, if such offer is oversubscribed, will not accept any portion of the Notes tendered for exchange except ratably in accordance with the respective principal amounts of the Notes tendered.

ARTICLE 5

CONSOLIDATION, MERGER OR SALE OF ASSETS

Section 5.01. Merger, Consolidation or Sale of Substantially All Assets. (a) The Company will not (1) consolidate or merge with or into another Person (regardless of whether the Company is the surviving corporation), convert into another form of entity or continue in another jurisdiction; or (2) directly or indirectly, sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless:

(i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger or resulting from such conversion (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made (the “Surviving Entity”) is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(ii) the Surviving Entity assumes all the obligations of the Company under the Notes and this Indenture (and the relevant Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture; provided that, unless such Person is a corporation, a corporate co-issuer of the Notes will be added to this Indenture by a supplement reasonably satisfactory to the Trustee;

(iii) immediately after such transaction or transactions, no Default or Event of Default exists;

(iv) the Surviving Entity, would (on the date of such transaction after giving pro forma effect thereto and to any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period) either:

(A) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.06(a); or

(B) have a Fixed Charge Coverage Ratio that is not less than the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries immediately before such transaction; and

(C) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, sale, transfer or lease and such supplemental indenture, if any, comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(v) the Surviving Entity shall take such action (or agree to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to the Surviving Entity to be subject to the Liens in the manner and to the extent required under the Note Documents and shall deliver an opinion

of counsel as to the enforceability of any amendments, supplements or other instruments with respect to the Note Documents to be executed, delivered, filed and recorded, as applicable, and such other matters as the Trustee may reasonably request.

(b) For purposes of this Section, the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of one or more Subsidiaries of the Company, which properties or assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties or assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of the Company.

(c) Notwithstanding the restrictions described in clause (iv) of paragraph (a), any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties or assets to the Company, the Company may merge into a Restricted Subsidiary for the purpose of reincorporating the Company in another jurisdiction, and any Restricted Subsidiary may consolidate with, merge into or dispose of all or part of its properties or assets to another Restricted Subsidiary.

(d) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, this Section, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for the Company (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein and the predecessor Company shall be discharged and released from all Obligations under this Indenture and the Notes; provided that the predecessor Company shall not be released from the obligation to pay the principal of and interest on the Notes in the case of a lease of all or substantially all of the Company’s properties or assets in a transaction that is subject to, and that complies with the provisions of this Section.

Section 5.02. Merger, Consolidation or Disposition of Substantially all Assets of Subsidiary Guarantor. A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person), another Person, other than the Company or another Subsidiary Guarantor, unless:

(a) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(b) either:

(i) (i) such Subsidiary Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the

Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Indenture (including its Subsidiary Guarantee) pursuant to a supplemental indenture satisfactory to the Trustee; or

(ii) such transaction does not as of the date thereof violate Section 4.12.

ARTICLE 6

DEFAULT AND REMEDIES

Section 6.01. Events of Default. Each of the following is an “Event of Default” with respect to the Notes:

(a) a default in the payment when due of principal of, or premium, if any, on the Notes;

(b) a default for 30 days in the payment when due of interest on the Notes;

(c) failure by the Company to comply with its obligations under Section 5.01 or to consummate a purchase of Notes when required pursuant to Sections 4.11 or 4.12.

(d) failure by the Company or any of its Restricted Subsidiaries for 30 days (or 120 days with respect to Section 4.15) after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 or 4.15 to the extent not described in clause (c) above;

(e) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of the other agreements in this Indenture or the Notes;

(f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or any of its Restricted Subsidiaries, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

(i) is caused by a failure to pay principal of or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity;

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20 million or more;

(g) failure by the Company or any Significant Subsidiary or group of the Company’s Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20 million (net of any amounts covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days;

(h) except as permitted by this Indenture, any Subsidiary Guarantee is held in a judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee;

(i) the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law:

(i) commences a voluntary case;

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

(iii) makes a general assignment for the benefit of its creditors; or

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

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

(i) is for relief against the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, in an involuntary case; or

(ii) appoints a custodian of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, or for all or substantially all of the property of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary; or

(iii) orders the liquidation of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary;

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

(k) the occurrence of any of the following:

(i) except as permitted by the Security Instruments or this Indenture, any Security Instrument ceases for any reason to be enforceable; provided that (x) it will not be an Event of Default under this clause (k)(i) if the sole result of the failure of one or more Security Instruments to be fully enforceable is that any Lien purported to be granted under such Security Instruments on Collateral, individually or in the aggregate, having a Fair Market Value of not more than $15 million, ceases to be an enforceable and perfected Lien, and (y) if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 30 days after any officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; provided, in the case of any such Event of Default that can be cured by a filing or recordation, that the Company shall be deemed to have cured such Event of Default within such 30-day period, even if it has not received an acknowledgment, file-stamped or other similar confirmation of such filing or recordation;

(ii) except as permitted by the Security Instruments, any Lien purported to be granted under any Security Instrument on Collateral, individually or in the aggregate, having a Fair Market Value in excess of $15 million, ceases to be an enforceable and perfected second-priority Lien, subject to the Intercreditor Agreement and Permitted Liens; provided that if such failure is susceptible to cure, no Event of Default shall arise with respect thereto until 30 days after any officer of the Company or any Restricted Subsidiary becomes aware of such failure, which failure has not been cured during such time period; provided, in the case of any such Event of Default that can be cured by a filing or recordation, that the Company shall be deemed to have cured such Event of Default within such 30-day period, even if it has not received an acknowledgment, file-stamped or other similar confirmation of such filing or recordation; or

(iii) the Company or any Subsidiary Guarantor, or any Person acting on behalf of any of any of them, denies or disaffirms, in writing, any obligation of the Company or any Subsidiary Guarantor set forth in or arising under any Security Instrument.

Section 6.02. Acceleration. (a) In the case of an Event of Default specified in clause (i) or clause (j) of Section 6.01, all then 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 of the Notes to be due and payable immediately by notice in writing to the Company and, in case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that it is a notice of acceleration. Upon any such declaration, the Notes shall become due and payable immediately.

(b) At any time after such a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in Article 6 provided, the Holders of a majority in aggregate principal amount of the then outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(i) the Company or one or more of the Subsidiary Guarantors has paid or deposited with the Trustee a sum sufficient to pay:

(A) all overdue interest on all Notes;

(B) the principal of (and premium, if any, on) any Notes which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Notes;

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Notes; and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(ii) all Events of Default with respect to the Notes, other than the non-payment of the principal of the Notes that have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

(c) Notwithstanding paragraphs (a) or (b), if an Event of Default specified in clause (f) of Section 6.01 shall have occurred and be continuing, such Event of Default and any consequential acceleration (to the extent not in violation of any applicable law or in conflict with any judgment or decree of a court of competent jurisdiction) shall be automatically rescinded if (A) the Indebtedness that is the subject of such Event of Default has been repaid or (B) the default relating to such Indebtedness is waived by the holders of such Indebtedness or cured and if such Indebtedness has been accelerated, then the holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness.

Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

Section 6.04. Waiver of Past Defaults. Except as otherwise provided in Sections 6.02(b), 6.07 and 9.02(b), the Holders of a majority in aggregate principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default and its consequences,

except a continuing Default in the payment of principal, premium (if any) or interest on the Notes. Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that the Trustee determines in good faith conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Section 6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, a Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or the Notes, unless:

(a) such Holder has previously given to the Trustee written notice of a continuing Event of Default;

(b) Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to pursue the remedy;

(c) such Holders have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(d) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

(e) Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request within such 60-day period.

Section 6.07. Rights of Holders. Notwithstanding anything herein to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturity thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.

Section 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

Section 6.09. Trustee May File Proofs of Claim. The Trustee may file 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 compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Subsidiary Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, and reasonable expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder. Nothing in this Indenture will be deemed to empower 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 thereof, 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 or property pursuant to this Article, it shall pay out the money or property in the following order:

First: to the Trustee for all amounts due to it hereunder;

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

Third: to the Company or as a court of competent jurisdiction may direct.

The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, any Subsidiary Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Subsidiary Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.

Section 6.12. 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 Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including

reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to any suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit instituted by the Company, the Trustee or any Holders of more than 10% in aggregate principal amount of the outstanding Notes.

Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company and each Subsidiary Guarantor covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Subsidiary Guarantor from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture. The Company and each Subsidiary Guarantor hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not 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 had been enacted.

ARTICLE 7

THE TRUSTEE

Section 7.01. General. (a) The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

(b) Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee. In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct.

Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

(a) In the absence of bad faith on its part, 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 the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 11.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(e) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

(f) The Trustee may consult with counsel, and the advice or opinion of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(g) The Trustee will not be liable for any error of judgment made in good faith by a responsible officer of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

(h) The Trustee may refuse to perform any duty or exercise any right or power that would require it to expend its own funds or risk any liability if it reasonably believes that repayment of such funds or adequate indemnity against such risk is not reasonably assured to it.

(i) Anything in this Indenture to the contrary notwithstanding, in no event will the Trustee be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

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

Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):

(a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

(b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

Section 7.04. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the validity or adequacy of this Indenture or the Notes, (ii) is not accountable for the Company’s use or application of the proceeds from the Notes and (iii) is not responsible for any statement in the Notes other than its certificate of authentication.

Section 7.05. Notice of Default. If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it has knowledge thereof, unless the Default has been cured; provided that, except in the case of a

default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of responsible officers of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).

The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) a Default under Section 6.01(a) or (b) so long as the Trustee is Paying Agent or (ii) any Default or Event of Default of which the Trustee shall have received written notification or a responsible officer charged with the administration of this Indenture shall have obtained actual knowledge, and such notification shall not be deemed to include receipt of information obtained in any report or other documents furnished under Section 4.15 of this Indenture, which reports and documents the Trustee shall have no duty to examine.

Section 7.06. Reports by Trustee to Holders. Within 60 days after each May 15, beginning with May 15, 2016, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which the Notes are listed and with the Commission as required by Trust Indenture Act Section 313(d).

Section 7.07. Compensation and Indemnity. (a) The Company will pay the Trustee compensation as agreed upon in writing for its services. The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the compensation and expenses of the Trustee’s agents and counsel.

(b) The Company will indemnify the Trustee and its directors, officers, agents and employees for, and hold them harmless against, any loss or liability or expense incurred by it or any such director, officer, agent or employee without negligence or bad faith on the Trustee’s part arising out of or in connection with the acceptance or administration of this Indenture and the Trustee’s duties under this Indenture and the Notes, including the costs and expenses of defending themselves against any claim or liability and of complying with any process served upon them in connection with the exercise or performance of any of the Trustee’s powers or duties under this Indenture and the Notes.

(c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee.

(d) When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 6.01(i) or (j), such expenses are intended to constitute expenses of the administration under any Bankruptcy Law.

(e) The provisions of this Section 7.07 shall survive the resignation or replacement of the Trustee, any discharge or defeasance under Article 8, and termination of this Indenture.

Section 7.08. Replacement of Trustee. (a) (i) The Trustee may resign at any time by written notice to the Company.

(ii) The Holders of a majority in aggregate principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee.

(iii) If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(iv) The Company may remove the Trustee if: (A) the Trustee is no longer eligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting. A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

(b) If the Trustee has been removed by the Holders, Holders of a majority in aggregate principal amount of the Notes may appoint a successor Trustee with the consent of the Company. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. Upon request of any successor Trustee, the Company will execute any and all instruments for fully vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

(d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.

(e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).

Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in this Indenture.

Section 7.10. Eligibility. The Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

Section 7.11. Money Held in Trust. The Trustee will not be liable for interest on any money received by it except as it may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

Section 7.12. Intercreditor Agreement and Registration Rights Agreement. By its acceptance of a Note, each Holder authorizes the Trustee to enter into the Intercreditor Agreement and agrees to be bound thereby. By its acceptance of an Initial Note, each Holder thereof authorizes the Trustee on its behalf to acknowledge and agree to the Registration Rights Agreement with respect to the Initial Notes and agrees to be bound thereby.

ARTICLE 8

DEFEASANCE AND DISCHARGE

Section 8.01. Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder (except as otherwise specified in clause (b) below), when:

(i) either

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

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

(ii) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing);

(iii) such deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

(iv) the Company or any Subsidiary Guarantor has paid or caused to be paid all Notes Obligations then due and payable under this Indenture by the Company;

(v) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(vi) the Company has delivered to the Trustee (A) an Officers’ Certificate, stating that all conditions precedent set forth in clauses (i) through (v) above have been satisfied, and (B) an Opinion of Counsel, stating that all conditions precedent set forth in clauses (iii) and (v) above have been satisfied.

(b) Notwithstanding the satisfaction and discharge of this Indenture pursuant to paragraph (a), (x) the obligations of the Company to the Trustee under Section 7.07, and the right of the Trustee to resign under Section 7.08(a)(i) shall survive, and (y) if money shall have been deposited with the Trustee pursuant to paragraph (a), the obligations of the Company and the Trustee under Section 2.04, Section 2.09, Section 4.02, Section 7.11, Section 8.01(c), Section 8.07 and Section 8.08 shall each survive.

(c) All money deposited with the Trustee pursuant to paragraph (a) shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee, but such money need not be segregated from other funds except to the extent required by law.

Section 8.02. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect at any time to have either Section 8.03 or Section 8.04 be applied to all outstanding Notes upon compliance with the conditions set forth in the portions of this Article 8 relating to Legal Defeasance and Covenant Defeasance.

Section 8.03. Legal Defeasance. (a) Upon the Company’s exercise under Section 8.02 of the option applicable to this Section 8.03, the Company and each of the Subsidiary Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.05 hereof, be deemed to have been discharged from their Notes Obligations (including any Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Subsidiary Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including any Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the other sections of this

Indenture referred to in clauses (i) through (iv) below, and to have satisfied all their other Notes Obligations, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute instruments prepared by the Company acknowledging the same), except for the following provisions, which will survive until otherwise terminated or discharged hereunder:

(i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on such Notes when such payments are due from the trust referred to in Section 8.06;

(ii) the Company’s obligations with respect to such Notes under Sections 2.04, 2.06, 2.09 and 4.02;

(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith; and

(iv) the Legal Defeasance and Covenant Defeasance provisions of this Article 8.

(b) Subject to compliance with the Legal Defeasance provisions of this Article 8, the Company may exercise its option regarding Legal Defeasance under this Section notwithstanding the prior exercise of its option regarding Covenant Defeasance under Section 8.04 with respect to the Notes.

Section 8.04. Covenant Defeasance. Upon the Company’s exercise under Section 8.02 of the option applicable to this Section 8.04, (i) the Company and each of the Subsidiary Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.05 hereof, be released from each of their obligations respecting the Notes under Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 5.01(a)(iv) (such release and termination hereinafter referred to as “Covenant Defeasance”), (ii) the Events of Default described under Sections 6.01(c) (other than with respect to Section 5.01), (d), (e), (f), (g), (h) and Section 6.01(i) and (j) (but only with respect to Subsidiaries of the Company) in each case, will no longer constitute an Event of Default with respect to the Notes, and (iii) the Subsidiary Guarantees respecting such Notes will be released. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and the Subsidiary 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 under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and the Notes will be unaffected thereby.

Section 8.05. Conditions to Legal Defeasance or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.03 or Section 8.04:

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

(b) in the case of an election under Section 8.03, the Company must deliver to the Trustee an Opinion of Counsel stating that:

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

(ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law,

in either case stating that, and based thereon such Opinion of Counsel will state that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of an election under Section 8.04, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit or the grant of Liens securing such borrowing);

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

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

(g) the Company must deliver to the Trustee an Officers’ Certificate, stating that all conditions precedent set forth in clauses (a) through (f) have been complied with; and

(h) the Company must deliver to the Trustee an Opinion of Counsel, stating that all conditions precedent set forth in clauses (b), (c) and (e) have been complied with.

Section 8.06. Application of Trust Money. Subject to Section 8.07, the Trustee will hold in trust the cash in U.S. dollars or Government Securities deposited with it pursuant to Section 8.05, and apply the deposited money and the proceeds from deposited Government Securities to the payment of principal of and interest on the Notes in accordance with the Notes and this Indenture. Such money and Government Securities need not be segregated from other funds except to the extent required by law.

Section 8.07. Repayment to Company. Subject to Sections 7.07, 8.01 and 8.05, the Trustee will promptly pay to the Company upon request any excess money or Government Securities held by the Trustee at any time and thereupon be relieved from all liability with respect thereto. Subject to any applicable abandoned property laws, the Trustee will pay to the Company upon request any money held for payment with respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company. After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.

Section 8.08. Reinstatement. If and for so long as the Trustee is unable to apply any money or Government Securities held in trust pursuant to Section 8.01 or 8.05 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 Company’s obligations under this Indenture and the Notes will be reinstated as though no such deposit in trust had been made. If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held in trust.

ARTICLE 9

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01. Amendments Without Consent of Holders. Without the consent of any Noteholder, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees or any other Note Document to:

(a) cure any ambiguity, defect, inconsistency, omission or mistake;

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

(c) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or a Subsidiary Guarantor’s properties or assets in compliance with this Indenture or to add a co-issuer;

(d) to add or release Subsidiary Guarantors in compliance with this Indenture;

(e) to make any change that would provide any additional rights or benefits to the Holders, add Events of Default or surrender any right or power conferred upon the Company or any Subsidiary Guarantor or that does not adversely affect in any material respect the legal rights hereunder of any Holder; provided that any change to this Indenture to conform it to the description of the Notes in the offering memorandum of the Company dated February 3, 2016, as supplemented by supplements to offering memorandum dated March 14, 2016 and March , 2016, relating to the exchange offer for the Notes that is intended to be a substantially verbatim recitation of the corresponding provision of this Indenture (which may be evidenced by an Officers’ Certificate delivered to the Trustee) shall not be deemed to adversely affect such legal rights;

(f) to secure the Notes, including pursuant to the requirements of Section 4.08;

(g) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(h) to comply with requirements of the Depositary with respect to the Notes;

(i) to evidence and provide for the acceptance of appointment hereunder of a successor Trustee;

(j) to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents;

(k) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination; or

(l) to provide for the issuance of Exchange Notes or Additional Notes.

Section 9.02. Amendments with Consent of Holders. (a) Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or paragraphs (b) and (c), the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees and the other Note Documents with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and the Holders of a majority in aggregate principal amount of the outstanding Notes by notice to the Trustee may waive any existing Default or compliance by the Company with any provision of this Indenture or the Notes.

(b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder of outstanding Notes affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):

(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (other than provisions relating to Sections 4.11 or 4.12);

(iii) reduce the rate of or change the time for payment of interest on any Note;

(iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except non-payment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, which acceleration has been rescinded) or a Default or Event of Default in respect of a provision that cannot be amended or supplemented without the consent of each Holder affected;

(v) make any Note payable in a currency other than that stated in the Notes;

(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes (except as permitted by clause (vii) below);

(vii) waive a redemption or repurchase payment with respect to any Notes (other than a payment required by Sections 4.11 or 4.12);

(viii) modify any Subsidiary Guarantee in any manner adverse to the Holders of the Notes or release any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee except in accordance with the terms of this Indenture;

(ix) make any change in the ranking of the Notes or the Subsidiary Guarantees in a manner adverse to the Holders of the Notes or the Subsidiary Guarantees;

(x) reduce the principal amount of Notes whose Holders must consent to the release of Liens as required by Section 9.02(c) hereof; or

(xi) make any change in the preceding amendment, supplement and waiver provisions of this Indenture.

(c) In addition, the consent of Holders of at least 66.67% in aggregate principal amount of the outstanding Notes will be required to release the Liens for the benefit of the Holders on all or substantially all of the Collateral, other than in accordance with this Indenture and the Security Instruments.

(d) It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

(e) An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents (or, with respect to a tender or exchange offer for Notes in global form, electronic consents given in accordance with applicable procedures of the Depositary) from the Holders of the requisite percentage in aggregate principal amount of the outstanding Notes, and execution thereof by the Trustee and (if required) the Company. After an amendment, supplement or waiver under this Section becomes effective, the Company will deliver electronically to the Depositary or mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.

Section 9.03. Effect of Consent. (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.

(b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

Section 9.04. Trustee’s Rights and Obligations. The Trustee is entitled to receive, and will be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by this Indenture. If the Trustee has received such an Opinion of Counsel and an Officers’ Certificate, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture.

Section 9.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

ARTICLE 10

GUARANTEES

Section 10.01. The Subsidiary Guarantees. Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Notes Obligations of the Company hereunder or thereunder, that:

(a) the principal of, premium, if any, on, and interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any, on, the Notes, if lawful, and all other Notes Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

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

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

Section 10.02. Execution and Delivery of Notation of Guarantee. To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Subsidiary Guarantor as of the date of this Indenture hereby agrees that a Notation of Guarantee substantially in the form attached as Exhibit H hereto will be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Subsidiary Guarantor by one of its Officers.

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

If an Officer whose signature is on this Indenture or on the Notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Notation of Guarantee is endorsed, the Notation of Guarantee will be valid nevertheless.

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

Section 10.03. Subsidiary Guarantee Unconditional. The obligations of each Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise;

(b) any modification or amendment of or supplement to this Indenture or any Note;

(c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note;

(d) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(e) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under this Indenture; or

(f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor’s obligations hereunder other than payment in full of the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture.

Section 10.04. Discharge; Reinstatement. Subject to Section 10.09, each Subsidiary Guarantor’s obligations hereunder will remain in full force and effect until the Notes Obligations have been paid in full. If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Subsidiary Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

Section 10.05. Waiver by the Subsidiary Guarantors. Each Subsidiary Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

Section 10.06. Subrogation and Contribution. Upon making any payment with respect to any obligation of the Company under this Article, the Subsidiary Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Subsidiary Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Subsidiary Guarantor, with respect to such payment so long as any Notes Obligations remains unpaid.

Section 10.07. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Subsidiary Guarantors hereunder forthwith on demand by the Trustee or the Holders.

Section 10.08. Limitation on Amount of Subsidiary Guarantee. Notwithstanding anything to the contrary in this Article, each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee are limited to the maximum amount that would not render the Subsidiary Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.

Section 10.09. Release of Subsidiary Guarantee. The Subsidiary Guarantee of a Subsidiary Guarantor will terminate:

(a) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate as of the date thereof Section 4.12;

(b) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate as of the date thereof Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition;

(d) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided pursuant to Sections 8.01, 8.02, 8.03 and 8.04;

(e) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing; or

(f) unless a Default or Event of Default has occurred and is continuing, if such Subsidiary Guarantor ceases to Guarantee any Indebtedness of the Company or a Guarantor under a Credit Facility.

Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute documents reasonably required in order to evidence the release of the Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.

ARTICLE 11

MISCELLANEOUS

Section 11.01. Trust Indenture Act of 1939. The Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

Section 11.02. Noteholder Communications; Noteholder Actions. (a) The rights of Holders to communicate with other Holders with respect to this Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

(b) (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “act’) may be evidenced by an instrument signed by the Holder delivered to the Trustee. The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

(ii) The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

(c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

(d) The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default. If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date. No act will be valid or effective for more than 90 days after the record date.

Section 11.03. Notices. (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed. Notices or communications to a Subsidiary Guarantor will be deemed given if given to the Company. Any notice to the Trustee will be effective only upon receipt. In each case the notice or communication should be addressed as follows:

if to the Company:

Rex Energy Corporation

366 Walker Drive

State College, Pennsylvania 16801

Attention: General Counsel

Facsimile: 814-278-7286

if to the Trustee:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE 19801

Attention: Corporate Trust

Reference: Rex Energy Corporation 1.00%/8.00% Senior Secured Second

Lien Notes Due 2020

Facsimile: 302-421-9137

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b) Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of the Depositary or its nominee, in accordance with the rules and procedures of the Depositary. Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time. A defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.

(c) Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

Section 11.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Trustee shall receive from the Company:

(a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that all such conditions precedent have been complied with.

Section 11.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(a) a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

(c) a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

Section 11.06. Payment Date Other Than a Business Day. If any scheduled payment with respect to a payment of any principal of, premium, if any, or interest on 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 11.07. Governing Law. The Indenture, including any Subsidiary Guarantees, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 11.08. No Adverse Interpretation of Other Agreements. The Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret this Indenture.

Section 11.09. Successors. All agreements of the Company or any Subsidiary Guarantor in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successor.

Section 11.10. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The Indenture may be executed by facsimile or other electronic transmission.

Section 11.11. Separability. In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 11.12. Table of Contents and Headings. 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 in no way modify or restrict any of the terms and provisions of this Indenture.

Section 11.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. No director, officer, employee, incorporator, member, manager, partner or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or such Subsidiary Guarantor under the Notes, any Subsidiary Guarantee or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 11.14. Waiver of Jury Trial. EACH PARTY TO THIS INDENTURE AND, BY ITS ACCEPTANCE OF THE NOTES, EACH HOLDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE OR THE NOTES.

Section 11.15. USA Patriot Act. The Trustee hereby notifies the Company and the Parent that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow the Trustee to identify the Company in accordance with the USA Patriot Act.

Section 11.16. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

ARTICLE 12

COLLATERAL SECURITY

Section 12.01. Security Interest.

(a) The due and punctual payment of the Obligations on the Notes and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), on the Notes, the Subsidiary Guarantees and performance and payment of all other Notes Obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee under the Note Documents, according to the terms hereunder or, are secured, as provided in the Security Instruments.

(b) Each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees, consents and agrees to the terms of the Security Instruments and the Intercreditor Agreement (including without limitation the provisions providing for foreclosure and release of Collateral and amendments to the Security Instruments) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Wilmington Savings Fund Society, FSB, as the Trustee. Each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees directs the Trustee to enter into the Security Instruments and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof. The Trustee and each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees, acknowledges that, as more fully set forth in the Security Instruments, the Collateral as now or hereafter constituted shall be held, subject to the Intercreditor Agreement, for the benefit of the Holders of Notes and the Trustee, and the Lien of this Indenture and the Security Instruments is subject to and qualified and limited in all respects by the Intercreditor Agreement and the Security Instruments and actions that may be taken thereunder.

Section 12.02. Post-Issue Date Collateral Requirements.

(a) Within five Business Days after the Issue Date, the Company shall, or shall cause the applicable Subsidiary Guarantor to, (i) execute and deliver to the Trustee, as mortgagee or beneficiary or secured party, as applicable, such mortgages or other Security Instruments, together with evidence of arrangements for the completion of all recordings and filings of such mortgages and other Security Instruments in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens), against the property and assets of the Company and the Subsidiary Guarantors that are subject to Liens securing the First Lien Obligations on the Issue Date and (ii) promptly the date on which each such mortgage is so filed or recorded, cause its counsel for the jurisdiction in which the relevant properties and assets are located to execute and deliver to the Trustee a favorable legal opinion with respect thereto in form and substance reasonably satisfactory to the Trustee.

(b) Any Security Instruments entered into after the Issue Date shall be substantially in the form of the corresponding security document securing the First Lien Obligations, or to the extent there is no such corresponding security document, the corresponding security documents securing the First Lien Obligations in place on the Issue Date, in each case, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement.

(c) The Company shall furnish to the Trustee, at such times as are required by the Trust Indenture Act, such Opinions of Counsel and certificates or opinions of engineers, appraisers or other experts as may be required by Section 314(b) or 314(d) of the Trust Indenture Act, including without limitation such Opinions of Counsel delivered annually after the Issue Date as such Section 314(b) may require, and shall take such other action as may be necessary to cause such Section 314(d) relating to the release of property from the Liens created by this Indenture and the other Note Documents to be complied with. Any certificate or opinion required by such Section 314(d) may be made by an Officer of the Company, except in cases in which such Section requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by

the Trustee, in the exercise of reasonable care, and by the Company. A Person is “independent” if such Person (i) is in fact independent, (ii) does not have any direct financial interest or material indirect financial interest in the Company or any Affiliate of the Company and (iii) is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any of the foregoing for the Company. The Trustee shall be entitled to receive and rely upon a certificate provided by any such Person confirming that such Person is independent as provided in the immediately preceding sentence.

Section 12.03. Further Assurances; Liens on Additional Property.

(a) The Company and each Subsidiary Guarantor shall do or cause to be done all acts and things that may be required, or that the Trustee from time to time may reasonably request, to assure and confirm that the Trustee holds, duly created and enforceable and perfected second-priority Liens upon the Collateral (subject to the Intercreditor Agreement and Permitted Liens) (including any Property required to become, collateral security securing the First Lien Obligations after the Issue Date), in each case, as contemplated by the Note Documents, and in connection with any merger, consolidation or sale of assets of the Company or any Subsidiary Guarantor, the property and assets of the Person that is consolidated or merged with or into the Company or any Subsidiary Guarantor, to the extent that they are Property of the types that would constitute Collateral under the Security Instruments, shall be treated as after-acquired property and the Company or such Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Instruments, in the manner and to the extent required under the Security Instruments, but subject to the Intercreditor Agreement.

(b) From and after the Issue Date, if the Company or any Subsidiary Guarantor acquires any Property that constitutes collateral for First Lien Obligations that are subject to the Intercreditor Agreement, if and to the extent that any Credit Facility Document or documentation relating to the First Lien Obligations requires any supplemental security document for such collateral or other actions to achieve a perfected Lien on such collateral, the Company shall, or shall cause the applicable Subsidiary Guarantor to, promptly (but not in any event no later than the date that is 20 Business Days after which such supplemental security documents are executed and delivered (or other action taken)), to the extent permitted by applicable law, execute and deliver to the Trustee appropriate Security Instruments (or amendments thereto) in such form as shall be necessary to grant the Trustee a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) on such Collateral or take such other actions in favor of the Trustee as shall be reasonably necessary to grant a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) on such Collateral to the Trustee, for the benefit of itself and the Holders, subject to this Indenture, the Intercreditor Agreement and the Security Instruments. Additionally, subject to this Indenture, the Intercreditor Agreement and the Security Instruments, if the Company or any Subsidiary Guarantor creates any additional Lien upon any Property that would constitute Collateral, or takes any additional actions to perfect any existing Lien on Collateral, in each case for the benefit of the holders of First Lien Obligations, after the Issue Date, the Company or such Subsidiary Guarantor, as applicable, must, to the extent permitted by applicable law, within 20 Business Days after such Lien is granted or other action taken, grant a valid and enforceable perfected second-priority Lien (subject to the Intercreditor Agreement and to Permitted Liens) upon such Property, or take such additional perfection actions, as applicable, for the benefit of the Holders and obtain all related

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deliverables as those delivered in connection with the First Lien Obligations, as applicable, in each case as security for the Obligations in respect of the Notes. Notwithstanding the foregoing, to the extent that any Lien on any Collateral is perfected by the possession or control of such Collateral or of any account in which such Collateral is held, and if such Collateral or any such account is in fact in the possession or under the control of an administrative or other agent under a Credit Facility, or of agents or bailees of thereof, the perfection actions and related deliverables described in this Section 12.03(b) shall not be required.

(c) Notwithstanding anything herein or in the other Note Documents to the contrary, neither the Company nor any Subsidiary Guarantor will be required to grant a security interest in, and the Collateral shall not include, any collateral securing that is or may be provided to issuers of letters of credit pursuant to any Credit Facility rather than generally to the lenders thereunder, or any agent or other representative thereof, as a whole. In addition, the Collateral shall not include Property excluded therefrom pursuant to any Security Instrument, except to the extent such assets or property are subject to a Lien generally securing obligations under a Credit Facility (other than as provided in the immediately preceding sentence).

Section 12.04. Intercreditor Agreement. This Article 12 and the provisions of each other Security Instrument are subject to the Intercreditor Agreement. The Company and each Subsidiary 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. In addition, each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees, authorizes and instructs the Trustee to enter into any amendments or joinders to the Intercreditor Agreement, without the consent of any Holder, to add additional Debt under any Credit Facility and add other parties (or any authorized agent or trustee therefor) holding such Debt thereto and to establish that the Lien on any Collateral securing such Debt ranks equally with the Liens on such Collateral securing the Notes, then outstanding. The foregoing provisions are intended as an inducement to the lenders under the Credit Facilities to extend credit to the Company and its Subsidiaries, and such lenders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement.

Section 12.05. Release of Liens in Respect of Notes. The Trustee’s Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture, and the right of the Holders to the benefits and proceeds of the Liens on the Collateral will terminate and be discharged:

(a) upon satisfaction and discharge of this Indenture;

(b) upon a legal defeasance or covenant defeasance of the Notes;

(c) upon payment in full in cash and discharge of all Notes outstanding under this Indenture and all other Notes Obligations hereunder that are outstanding, due and payable under this Indenture and the Security Instruments at the time the Notes are paid in full in cash and discharged (other than contingent indemnity obligations for which no claim has been made);

101

(d) as to any Collateral of the Company or a Subsidiary Guarantor that is sold, transferred or otherwise disposed of by the Company or any Subsidiary Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted Subsidiary of the Company in a transaction or other circumstance that complies with the provisions hereof (other than any obligation to apply proceeds of such Asset Sale as provided in such provision), at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Article 5;

(e) in whole or in part, with the consent of the Holders of the requisite aggregate principal amount of Notes in accordance with Article 9 hereof;

(f) with respect to the assets of any Subsidiary Guarantor, at the time that such Subsidiary Guarantor is released from its Guarantee in accordance with the provisions hereof; and

(g) if and to the extent required by the Intercreditor Agreement.

Section 12.06. Trustee.

(a) The Trustee will hold (directly or through co-trustees or agents) and, subject to the terms of the Intercreditor Agreement, will be entitled to enforce all Liens on the Collateral created by the Security Instruments.

(b) Except as provided herein, the Trustee will not be obligated:

(i) to act upon directions purported to be delivered to it by any Person;

(ii) to foreclose upon or otherwise enforce any Lien on any Collateral securing Notes Obligations; or

(iii) to take any other action whatsoever with regard to any or all of the Security Instruments, the Notes Documents, the Liens created thereby or the Collateral securing the Notes Obligations.

102

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


REX ENERGY CORPORATION
as Issuer

By:		/s/ Thomas Rajan
		Thomas Rajan
		Chief Financial Officer

REX ENERGY I, LLC
REX ENERGY OPERATING CORP.
REX ENERGY IV, LLC
PENNTEX RESOURCES ILLINOIS, INC.
R.E. GAS DEVELOPMENT, LLC
as Subsidiary Guarantors

By:		/s/ Thomas Rajan
		Thomas Rajan
		Chief Financial Officer

WILMINGTON SAVINGS FUND SOCIETY, FSB
as Trustee

By:		/s/ Geoffrey J. Lewis
Name:		Geoffrey J. Lewis
Title:		Vice President

103

EXHIBIT A

FORM OF NOTE

[FACE OF NOTE]

REX ENERGY CORPORATION

[CUSIP] [CINS]

1.00%/8.00% Senior Secured Second Lien Notes Due 2020

No. $

REX ENERGY CORPORATION, a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [ ] [CEDE & CO.]¹, or its registered assigns, the principal sum of DOLLARS ($ ) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on October 1, 2020.

Interest Rate: Except as may otherwise be provided in the Registration Rights Agreement with respect to the accrual of Additional Interest, interest will accrue on the Notes from the Issue Date through September 30, 2017 at a rate of 1.00% per annum, and commencing on October 1, 2017, and at all times thereafter interest will accrue on the Notes at a rate of 8.00% per annum.

Interest Payment Dates: April 1 and October 1, commencing October 1, 2016.

Regular Record Dates: March 15 and September 15.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

¹	For Global Notes.

A-1

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


Date:

						REX ENERGY CORPORATION

						By:
						Name:
						Title:

A-2

(Form of Trustee’s Certificate of Authentication)

This is one of the 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 described in the Indenture referred to in this Note.


Date:

						WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee

						By:

A-3

[REVERSE SIDE OF NOTE]

REX ENERGY CORPORATION

1.00%/8.00% Senior Secured Second Lien Notes Due 2020

1.	Principal and Interest.

The Company promises to pay the principal of this Note on October 1, 2020.

The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 1.00% per annum commencing on the Issue Date until and including September 30, 2017, and 8.00% per annum commencing on October 1, 2017 and at all times thereafter as provided herein.

Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 15 or September 15 immediately preceding the interest payment date) on each October 1 and April 1, commencing October 1, 2016.

[The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 31, 2016 between and among the Company, for the benefit of the Noteholders, and the Subsidiary Guarantors party thereto (the “Registration Rights Agreement”), including, in circumstances specified therein, the right to receive Additional Interest. All references in this Note to payments of “interest” include any Additional Interest then owed.]¹

Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note]² (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from March 31, 2016. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum equal to the rate otherwise accruing on this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15^th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2.	Indentures; Subsidiary Guarantee; Security.

This is one of the Notes issued under an Indenture dated as of March 31, 2016 (as amended from time to time, the “Indenture”), between and among the Company, the Subsidiary

¹	Include for Initial Notes only.

²	Include only for Exchange Note.

A-4

Guarantors and Wilmington Savings Fund Society, FSB, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

The Notes are general obligations of the Company secured by a second-priority Lien on the Collateral, as set forth in the Indenture and the Security Instruments, and are subject to the Intercreditor Agreement as provided in the Indenture and the Intercreditor Agreement. All Initial Notes and Additional Notes vote together for all purposes as a single class. This Note is guaranteed by the Subsidiary Guarantors as set forth in the Indenture.

Reference is made to the Intercreditor Agreement as defined in the Indenture. Each Holder of Notes, by its acceptance thereof and of the Subsidiary Guarantees (a) consents to the provisions of the Intercreditor Agreement regarding the distribution of proceeds from realizing on Collateral, (b) agrees that it will be bound by, and will take no actions contrary to, the Intercreditor Agreement and (c) authorizes and instructs the Trustee on behalf of each Holder of Notes to enter into the Intercreditor Agreement on behalf of the Holders of Notes.

3.	Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits with the Trustee money or Government Securities sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4.	Registered Form; Denominations; Transfer; Exchange.

The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5.	Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes may declare all the

A-5

Notes to be due and payable. If a bankruptcy or insolvency default as provided in the Indenture occurs and is continuing, the Notes automatically become due and payable as provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6.	Amendment and Waiver.

Subject to certain exceptions set forth in the Indenture, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. In addition, the consent of Holders of at least 66.67% in aggregate principal amount of the outstanding Notes will be required to release the Liens for the benefit of the Holders on all or substantially all of the Collateral, other than in accordance with the Note Documents. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity or defect or to correct or supplement any provision in the Indenture or the Notes that may be inconsistent with any other provision therein.

7.	Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) manually signs the certificate of authentication on the other side of this Note.

8.	Governing Law.

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

9.	Abbreviations.

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

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-6

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No.

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

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

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

A-7

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

In connection with any transfer of this Note occurring prior to six months after the later of the date of original issuance of the Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

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

¨ (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.

¨ (3) This Note is being transferred to an institutional “accredited investor” (as defined) in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and certification in the form of Exhibit G to the Indenture is being furnished herewith.

¨ (4) This Note is being transferred other than in accordance with (1), (2) or (3) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.


Date:
						Seller

						By

						NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-8

Signature Guarantee:³


By
To be executed by an executive officer

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

A-9

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, check the box: ¨

If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.11 or Section 4.12 of the Indenture, state the amount (in original principal amount) below:


$
Date:


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



Signature Guarantee:¹

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

A-10

[SCHEDULE OF EXCHANGES OF NOTES]²

The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made:


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

²	Include for Global Notes.

A-11

EXHIBIT B

SUPPLEMENTAL INDENTURE

dated as of ,

between and among

REX ENERGY CORPORATION,

The Subsidiary Guarantors Party Hereto

and

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Trustee

1.00%/8.00% Senior Secured Second Lien Notes Due 2020

B-1

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is entered into as of , , between and among REX ENERGY CORPORATION, a Delaware corporation (the “Company”), and [insert each new Subsidiary Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation or organization] (each a “New Guarantor”) and WILMINGTON SAVINGS FUND SOCIETY, FSB, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors party thereto and the Trustee entered into the Indenture, dated as of March 31, 2016 (the “Indenture”), relating to the Company’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to this Indenture to cause certain Restricted Subsidiaries to provide Subsidiary Guarantees in certain circumstances pursuant to which the New Guarantor shall guarantee on a senior secured second-lien basis the Notes Obligations on the terms and conditions set forth herein and under the Indenture;

WHEREAS, the New Guarantor acknowledges that it will receive a benefit from its entry into this Supplemental Indenture and the Company’s corresponding compliance with the terms of the Indenture;

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in this Indenture.

Section 2. Each New Guarantor, by its execution of this Supplemental Indenture, agrees to be a Subsidiary Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 10 thereof

Section 3. The New Guarantor hereby guarantees, on an senior secured, second-lien, joint and several basis, to each Holder, to the Trustee and the successors and assigns of the Trustee on behalf of each Holder, the due and punctual payment of the Note Obligations.

Section 4. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Any reference in the Indenture to the Indenture, “hereof” or other words of like import shall be to the Indenture as so supplemented by this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby and entitled to the rights created hereunder. The Supplemental Indenture is an Note Documents. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

B-2

Section 5. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 6. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 7. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

B-3

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


REX ENERGY CORPORATION, as Issuer

By:
Name:
Title:

[NEW GUARANTOR(S)]

By:
Name:
Title:

WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee

By:
Name:
Title:

B-4

EXHIBIT C

RESTRICTED LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, THE GUARANTEES ENDORSED HEREON, NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON, BY ITS ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND ANY SUBSEQUENT REOPENING OF THE NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE “RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER (1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

C-1

EXHIBIT D

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

D-1

EXHIBIT E

Regulation S Certificate

, 20

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE 19801

Attention: Corporate Trust

Reference: Rex Energy Corporation 1.00%/8.00% Senior Secured Second Lien Notes Due 2020

Rex Energy Corporation

366 Walker Drive

State College, Pennsylvania 16801

Attention: General Counsel

Re:

REX ENERGY CORPORATION

1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2016

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

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

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

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

3. Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.

E-1

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

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

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

1. At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2. Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

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

E-2

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


						Very truly yours,

						[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]

						By:
						Name:
						Title:
						Address:

Date:

E-3

EXHIBIT F

Rule 144A Certificate

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE 19801

Attention: Corporate Trust

Reference: Rex Energy Corporation 1.00%/8.00% Senior Secured Second Lien Notes Due 2020

Rex Energy Corporation

366 Walker Drive

State College, Pennsylvania 16801

Attention: General Counsel

Re:

REX ENERGY CORPORATION

1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2016

Ladies and Gentlemen:

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

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $ principal amount of Notes issued under the Indenture.

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

We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

F-1


						Very truly yours,

						[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]

						By:
						Name:
						Title:
						Address:

Date:

F-2

EXHIBIT G

Institutional Accredited Investor Certificate

Wilmington Savings Fund Society, FSB

500 Delaware Avenue

Wilmington, DE 19801

Attention: Corporate Trust

Reference: Rex Energy Corporation 1.00%/8.00% Senior Secured Second Lien Notes Due 2020

Rex Energy Corporation

366 Walker Drive

State College, Pennsylvania 16801

Attention: General Counsel

Re:

REX ENERGY CORPORATION

1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as of March 31, 2016

Ladies and Gentlemen:

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

¨ A. Our proposed purchase of $ principal amount of Notes issued under the Indenture.

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

We hereby confirm that:

1. We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).

2. Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.

3. We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Notes.

4. We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United

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States or any other applicable jurisdiction; provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.

5. We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.

6. The principal amount of Notes to which this Certificate relates is at least equal to $250,000.

We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (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) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Notes 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 (c) or (d) above, we acknowledge that 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 (e) or (f) above, we acknowledge that the Company reserves 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. We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.

We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with. We further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph. We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates representing the Notes will bear a legend to that effect.

We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.

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We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.


						Very truly yours,

						[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]

						By:
						Name:
						Title:
						Address:

Date:

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Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:


By:

Date:


Taxpayer ID number:

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EXHIBIT H

[FORM OF NOTATION OF GUARANTEE]

For value received, each Subsidiary 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 this Indenture dated as of March 31, 2016 (the “Indenture”) between and among Rex Energy Corporation (the “Company”), the Subsidiary Guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, premium on, if any, and interest, if any, on, the Notes, if any, if lawful, and the due and punctual performance of all other Notes Obligations of the Company 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 Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to the Notation of Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms and limitations of the Notation of Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.


[Name of Subsidiary Guarantor(s)]

By:
		Name:
		Title:

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EXHIBIT I

[FORM OF INTERCREDITOR AGREEMENT]

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EXHIBIT J

[FORM OF REGISTRATION RIGHTS AGREEMENT]

I-1

Exhibit 4.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Rex Energy Corporation and

the Guarantors party hereto

for the benefit of

the Holders of Rex Energy Corporation’s

1.00%/8.00% Senior Secured Second Lien Notes Due 2020

Dated as of March 31, 2016

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2016, by Rex Energy Corporation, a Delaware corporation (the “Company”), and the entities listed on the signature page hereof under the heading “Guarantors” (collectively, the “Guarantors”) for the benefit of the holders of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (the “Initial Notes”) which are fully and unconditionally guaranteed by the Guarantors (such guarantees, together with the Initial Notes, being the “Initial Securities”) and are being issued in exchange for (i) shares of the Company’s common stock and (ii) certain of the Company’s outstanding 8.875% Senior Notes due 2020 and 6.25% Senior Notes due 2022 (the “Existing Notes”), which are fully and unconditionally guaranteed by the Guarantors (such guarantees, together with the Existing Notes, being the “Existing Securities”).

In order to induce the holders of the Existing Securities to exchange their Existing Securities for the Initial Securities, the Company has agreed to provide the registration rights set forth in this Agreement.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest: As defined in Section 5(a) hereof.

Advice: As defined in the last paragraph of Section 6(c) hereof.

Affiliate: As defined in Rule 144 promulgated by the Commission.

Agreement: As defined in the preamble hereto.

Blackout Period: As defined in the last paragraph of Section 4(b) hereof.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Commission: The Securities and Exchange Commission.

Company: As defined in the preamble hereto.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of:

(i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer;

(ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof; and

(iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Controlling Person: As defined in Section 8(a) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Date: The date on which Exchange Securities are delivered by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were properly tendered by Holders thereof pursuant to the Exchange Offer.

Exchange Deadline: As defined in Section 3(b) hereof.

Exchange Guarantees: The guarantees by the Guarantors of the Exchange Notes.

Exchange Notes: The Company’s 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 to be issued as contemplated by this Agreement, which will be of the same series under the Indenture as the Initial Notes.

Exchange Offer: An offer registered under the Securities Act by the Company and the Guarantors pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange such outstanding Transfer Restricted Securities for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus, as defined in Section 3(a) hereof.

Exchange Securities: The Exchange Notes and the Exchange Guarantees to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement and with terms that are substantially identical in all respects to the Transfer Restricted Securities (except that Exchange Securities will not contain terms with respect to any increase in annual interest rate as described herein and transfer restrictions).

Existing Notes: As defined in the preamble hereto.

Existing Securities: As defined in the preamble hereto.

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FINRA: The Financial Industry Regulatory Authority, Inc., an independent regulatory organization.

Guarantors: As defined in the preamble hereto.

Holder: As defined in Section 2(b) hereof.

Indemnified Holder: As defined in Section 8(a) hereof.

Indenture: The Indenture dated as of the date hereof (as amended or supplemented from time to time in accordance with the terms thereof) among the Company, the Guarantors and the Trustee pursuant to which the Company has issued the Initial Securities and will issue the Exchange Securities as contemplated by this Agreement.

Initial Notes: As defined in the preamble hereto.

Initial Exchange: The exchange and issuance by the Company of the Existing Notes for Initial Notes.

Initial Securities: As defined in the preamble hereto.

Person: An individual, partnership, corporation, limited liability company, trust, unincorporated organization or other legal entity, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default: As defined in Section 5(a) hereof.

Registration Statement: Any Exchange Offer Registration Statement or Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4(a) hereof.

Shelf Registration Statement: As defined in Section 4(a)(x) hereof.

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Transfer Restricted Securities: Each Initial Security, until the earliest to occur of:

(a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act;

(b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement;

(c) if a Shelf Registration Statement is required to be filed in accordance with Section 4 hereof, one year from the effective date of such Shelf Registration Statement;

(d) the date on which such Initial Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Initial Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed and the restrictive CUSIP number is redesignated as non-restrictive, by the Company or pursuant to the Indenture;

(e) the date upon which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein); and

(f) the date on which such Initial Security ceases to be outstanding.

Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

Trustee: Wilmington Savings Fund Society, FSB, as trustee under the Indenture.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company and the Guarantors shall, at their cost:

(i) cause to be filed with the Commission sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and the Exchange Offer (the “Exchange Offer Registration Statement”);

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(ii) use their commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer;

(iii) in connection with the foregoing, file:

(A) all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective;

(B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act; and

(C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; and

(iv) upon the effectiveness of such Exchange Offer Registration Statement, promptly commence the Exchange Offer.

The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities (other than Transfer Restricted Securities acquired by any Broker-Dealer directly from the Company) and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b) The Company and the Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is distributed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 360 days after the date hereof (or if such 360th day is not a Business Day, the next succeeding Business Day) (such 360th day (or the next succeeding Business Day, if applicable) herein referred to as the “Exchange Deadline”).

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(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission.

(d) The Company and the Guarantors shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

(e) The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If:

(i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy;

(ii) for any reason the Exchange Offer for the Initial Securities is not Consummated by the Exchange Deadline; or

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(iii) with respect to any Holder of Transfer Restricted Securities that is not an Affiliate of the Company or the Guarantors:

(A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer;

(B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder; or

(C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates,

then, upon such Holder’s request, the Company and the Guarantors shall:

(1) if permitted by law, cause the Transfer Restricted Securities of such Holder to be reissued in a form that does not bear any restrictive legends relating to the Securities Act and does not have a restrictive CUSIP number so that such Securities may be sold to the public in accordance with Rule 144 under the Securities Act by a person that is not an Affiliate of the Company or any of the Guarantors where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such holding period requirement is satisfied at such time of such reissue), and

(2) if the Company cannot or does not comply with the provisions of the foregoing clause within 20 Business Days after the later of (I) the date of receipt by the Company of such notice of such Holder and (II) the first to occur of the Exchange Date and the Exchange Deadline (such later date being a “Shelf Filing Deadline”), then the Company and the Guarantors shall, at their cost, to the extent permitted by the Commission and the rules and regulations promulgated under the Securities Act:

(i) promptly cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the Shelf Filing Deadline which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(ii) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after the Shelf Filing Deadline (or if such 90th day is not a Business Day, the next succeeding Business Day).

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(b) The Company and each of the Guarantors shall keep any such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities by the Holders entitled to the benefit of this Section 4, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year following the effective date of such Shelf Registration Statement (or such shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement or may be sold without a restrictive legend pursuant to Rule 144 under the Securities Act or any successor rule). The Company and each of the Guarantors shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if the Company or any of the Guarantors voluntarily takes any action that would result in Holders of Transfer Restricted Securities covered thereby not being able to offer and sell such Transfer Restricted Securities during that period, unless (X) such action is required by applicable law; or (Y) such action is taken by the Company or any of the Guarantors in good faith and for valid business reasons (not including avoidance of the Company’s or the Guarantors’ obligations hereunder) including, but not limited to, the acquisition or divestiture of assets, so long as the Company and the Guarantors promptly thereafter comply with the requirements of the last paragraph of Section 6(c) hereof (the period during which the Shelf Registration Statement is not available under clauses (X) or (Y) above, the “Blackout Period”). The Blackout Period shall not exceed 45 days in any three-month period or 90 days in any twelve-month period.

(c) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within ten Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5. Additional Interest.

(a) If:

(i) the Exchange Offer is not Consummated on or prior to the Exchange Deadline;

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(ii) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically become effective) on or prior to the 90th calendar day following any Shelf Filing Deadline (or if such 90th day is not a Business Day, the next-succeeding Business Day); or

(iii) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days, excluding any Blackout Period

(each such event referred to in clauses (i) through (iii) above, a “Registration Default”), the interest rate borne by the Transfer Restricted Securities shall be increased by 1.0% per annum (“Additional Interest”) for the period from the occurrence of the Registration Default until the earlier of the consummation of the Exchange Offer and such time as no Registration Default is in effect.

(b) Registration Defaults shall be deemed cured on the date that (i) the Exchange Offer has been consummated or (ii) a Shelf Registration Statement is declared (or automatically becomes) effective under the Securities Act, unless subsequent to the date it was last declared effective it fails to remain effective or usable for the time period contemplated by Section 4(a) after taking into account all other periods during which such Shelf Registration Statement was effective. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities in accordance with this Section 5(b), the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. The Company shall not be required to pay Additional Interest for more than one Registration Default at any given time. All obligations of the Company and the Guarantors set forth in this subsection (b) that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

(c) The provisions of this Section 5 with respect to the payment of Additional Interest are intended to be the sole remedy of the Holders with respect to a Registration Default, and no Holder shall have any right or claim against the Company or any Guarantor, nor will the Company or any Guarantor have any liability to any Holder, in respect of any Registration Default except for the Company’s obligation to pay Additional Interest.

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SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof. As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that:

(i) it is not an affiliate (within the meaning of Rule 405 under the Securities Act) of the Company or the Guarantors;

(ii) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer; and

(iii) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.

By its acceptance of the benefits of this Agreement, each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer:

(A) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and

(B) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.

(b) Shelf Registration Statement. In connection with any Shelf Registration Statement, the Company and each of the Guarantors shall comply with Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the

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Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and each of the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers), the Company and each of the Guarantors shall:

(i) use commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein:

(A) to contain a material misstatement or omission, or

(B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement,

the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424, 430A and 430B under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

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(iii) advise the underwriters, if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing:

(A) when the Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective;

(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto;

(C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and

(D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein (with respect to the Prospectus, in the light of the circumstances under which they were made) not misleading.

If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company and each of the Guarantors shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) furnish without charge to each selling Holder named in any Shelf Registration Statement, and each underwriter, if any, before filing with the Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Shelf Registration Statement), which documents will be subject to the review and comment of such Holders and underwriters in connection with such sale, if any, for a period of at least five Business Days, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to filing thereof as such selling Holders or underwriter(s), if any, reasonably request; and not file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration

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Statement or Prospectus (including all such documents incorporated by reference) to which a selling Holder of Transfer Restricted Securities covered by such Shelf Registration Statement or the underwriters, if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period); provided, that this clause (iv) shall not apply to any filing by the Company of any annual report on Form 10-K, quarterly report on Form 10-Q or Current Report on Form 8-K with respect to matters unrelated to the Initial Securities, the Transfer Restricted Securities and the Exchange Securities and the offering or exchange therefor. The objection of a selling Holder or underwriter, if any, shall be deemed to be reasonable if such Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v) in the case of a Shelf Registration Statement, make available during normal business hours for inspection by the managing underwriters, if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by the underwriters, all financial and other records, pertinent corporate documents and properties of the Company and each of the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent requested by the managing underwriters, if any;

(vi) if requested by any selling Holders or the underwriters, if any, promptly incorporate in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriters, if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(vii) in the case of a Shelf Registration Statement, furnish to each selling Holder and each of the underwriters, if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(viii) in the case of a Shelf Registration Statement, deliver to each selling Holder and each of the underwriters, if any, without charge, as many copies of the

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Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and each of the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriters, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(ix) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, the Company and each of the Guarantors shall:

(A) furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the effectiveness of the Shelf Registration Statement:

(1) an opinion, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors, of customary form and scope, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives of the underwriters, if any, and counsel to the underwriters, if any, in connection with the preparation of such Shelf Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Shelf Registration Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances

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under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial, accounting and reserve data included in any Shelf Registration Statement contemplated by this Agreement or the related Prospectus;

(2) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants and any other independent accountants who have certified audited financial statements contained in or incorporated by reference into the Shelf Registration Statement, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings; and

(3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from any of the Company’s independent petroleum engineers whose reports are referenced in the Shelf Registration Statement or any document incorporated by reference into the Shelf Registration Statement.

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(ix)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(ix), if any.

If at any time the representations and warranties of the Company and the Guarantors contemplated in Section 6(c)(ix)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(x) prior to any public offering of Transfer Restricted Securities pursuant to a Shelf Registration Statement, cooperate with the selling Holders, the underwriters, if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriters, if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company nor the Guarantors shall be required to register or

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qualify as a foreign entity where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation in any jurisdiction where it is not then so subject;

(xi) shall issue, in connection with the Consummation of the Exchange Offer and in accordance with the Indenture, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by the Holders in exchange therefore;

(xii) cooperate with the selling Holders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriters, if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriters;

(xiii) use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other domestic governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(x) hereof;

(xiv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(xv) provide a CUSIP number for all Exchange Securities not later than the effective date of the Registration Statement covering such Exchange Securities and provide the Trustee under the Indenture with printed certificates for such Exchange Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Exchange Securities are eligible for deposit with the Depository Trust Company;

(xvi) cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter” as that term is defined within the rules and regulations of the FINRA) that is required to be retained in accordance with the rules and regulations of the FINRA;

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(xvii) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period:

(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering, or

(B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

(xviii) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of the Initial Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

(xix) in the case of a Shelf Registration Statement, cause all Transfer Restricted Securities covered by such Shelf Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities or the managing underwriters, if any.

(d) Each Holder agrees by acquisition of a Transfer Restricted Security and accepting the benefits of this Agreement that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof or any Blackout Period described in Section 4(a) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D)

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hereof or notice of any Blackout Period to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xiv) hereof or shall have received the Advice.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), if any, messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(c) hereof, the Holders of Transfer Restricted Securities; (v) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); (vi) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vii) all fees and disbursements of the Trustee and its counsel.

(b) The Company and each of the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

(c) In connection with any Shelf Registration Statement required by this Agreement, the Company and the Guarantors, jointly and severally, will reimburse the Holders of Transfer Restricted Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one firm of counsel, which shall be chosen by the Holders of at least a majority in principal amount of the Transfer Restricted Securities for whose benefit the Shelf Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless:

(i) each Holder;

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(ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”); and

(iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person

(any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages or liabilities (or actions in respect thereof) including, without limitation, and as incurred, reimbursement of each such Indemnified Holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim damage, liability or action, joint or several, directly or indirectly arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein (in the case of the Registration Statement or any amendment or supplement thereto) or necessary to make the statements therein (with respect to the Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as such losses, claims, damages, liabilities or actions are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have.

(b) In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve the Company or any of the Guarantors of their respective obligations pursuant to this Agreement. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, and the Company and each of the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or

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consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless (i) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

(c) By its acceptance of a Transfer Restricted Security and the benefits of this Agreement, each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement or Prospectus. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. This indemnity agreement shall be in addition to any liability that the Holders of Transfer Restricted Securities may otherwise have.

(d) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (c) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities or actions referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Exchange, the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities or actions, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such

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statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and actions referred to above shall be deemed to include, subject to the limitations set forth in Section 8(b) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

(e) The Company, the Guarantors and, by its acceptance of a Transfer Restricted Security and the benefits of this Agreement, each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(e) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or actions referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(e) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9. Rule 144A. The Company and each of the Guarantors will, for so long as any Transfer Restricted Securities remain outstanding, make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement that desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bankers and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriters must be reasonably satisfactory to the Company.

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SECTION 12. Miscellaneous.

(a) Remedies. The Company and each of the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Company and each of the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof.

(c) Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Initial Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has:

(i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities, and

(ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates).

Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Trustee, with a copy to the Trustee at its address for notices provided in the Indenture, and

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(ii) if to the Company:

366 Walker Drive

State College, Pennsylvania 16801

(fax: 814-278-7286)

Attention: Jennifer McDonough, Esq.

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

Thompson & Knight LLP

1722 Routh Street, Suite 1500

Dallas, Texas 75201

(fax: 214-999-1567)

Attention: Wesley P. Williams

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, the Holders and subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

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(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


Company

REX ENERGY CORPORATION

By:	/s/ Thomas Rajan
	Name:	Thomas Rajan
	Title:	Chief Financial Officer

Guarantors

REX ENERGY I, LLC
REX ENERGY OPERATING CORP.
REX ENERGY IV, LLC
PENNTEX RESOURCES ILLINOIS, INC.
R.E. GAS DEVELOPMENT, LLC

By:	/s/ Thomas Rajan
	Name:	Thomas Rajan
	Title:	Chief Financial Officer

[Signature Page to Registration Rights Agreement]

Accepted and Agreed on behalf of the Holders of Rex Energy Corporation’s

1.00%/8.00% Senior Secured Second Lien Notes Due 2020:


WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee

By:		/s/ Geoffrey J. Lewis
Name:		Geoffrey J. Lewis
Title:		Vice President

[Signature Page to Registration Rights Agreement]

Exhibit 4.4

FIRST SUPPLEMENTAL INDENTURE

dated as of March 31, 2016

among

REX ENERGY CORPORATION,

The Subsidiary Guarantors Party Hereto

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

8.875% Senior Notes due 2020

SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of March 31, 2016, (this “Supplemental Indenture”), among REX ENERGY CORPORATION, a Delaware corporation (together with its successors and assigns, the “Company”), each of the Subsidiary Guarantors appearing on the signature pages hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”).

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee entered into the Indenture, dated as of December 12, 2012 (the “Indenture”), relating to the Company’s 8.875% Senior Notes due 2020 (the “Notes”);

WHEREAS, the Company has offered to exchange any and all of its outstanding Notes (the “Exchange Offer”) for (i) Senior Secured Second Lien Notes, and (ii) shares of the Company’s common stock upon the terms and subject to the conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement, dated February 3, 2016 (as amended, supplemented or otherwise modified, the “Offering Memorandum”);

WHEREAS, in conjunction with the Exchange Offer, and pursuant to the Offering Memorandum and the related letter of transmittal (as amended, supplemented or otherwise modified), the Company has requested that eligible holders of the Notes consent to the adoption of certain proposed amendments (the “Proposed Amendments”) to the Indenture to eliminate certain restrictive covenants in the Indenture;

WHEREAS, Section 9.02 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture and the Notes with the consent of the Holders of at least a majority in principal amount of the outstanding Notes (the “Requisite Consents”);

WHEREAS, the receipt of the Requisite Consents and execution of the Supplemental Indenture for the purpose of effecting the Proposed Amendments are, among other things, conditions to the Exchange Offer;

WHEREAS, Holders of a majority in aggregate principal amount of the Notes have duly consented to the Proposed Amendments set forth in this Supplemental Indenture in accordance with Section 9.02 of the Indenture;

WHEREAS, the Trustee has received an Opinion of Counsel and an Officers’ Certificate stating that the execution of this Supplemental Indenture is permitted under the Indenture in accordance with Section 9.04 of the Indenture; and

WHEREAS, all other conditions precedent provided under the Indenture have been complied with to permit the Company, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

SECTION 2. Amendments.

(a) The Indenture is hereby amended by deleting the following Sections of Article 4 of the Indenture and all references thereto and obligations thereunder: 4.06 and 4.08, in each case in its entirety, and replacing each such Section with the following: “Intentionally omitted.”

(b) All definitions in the Indenture which are used exclusively in the Sections deleted pursuant to this Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in this Supplemental Indenture are hereby deleted. All cross-references in the Indenture to Sections deleted by this Supplemental Indenture are also hereby deleted in their entirety. Any changes to the Indenture, or the Notes and any related documents, of a technical or conforming nature shall hereby be deemed made to the extent necessary to reflect the amendments and deletions described herein.

SECTION 3. Effect and Operation of Supplemental Indenture. This Supplemental Indenture shall be effective and binding immediately upon its execution by the Company, the Subsidiary Guarantors and the Trustee, and thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Note and Guarantee heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. Except as modified and amended by this Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect.

SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5. Counterparts. This Supplemental Indenture may be signed in various counterparts (including by portable document format), which together will constitute one and the same instrument.

SECTION 6. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 8. The Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture. Without limiting the generality of the foregoing, the

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Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

SECTION 9. Separability. In case any provision in this Supplemental 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.

[Signature page follows]

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


REX ENERGY CORPORATION
as Issuer

By:	/s/ Thomas Rajan
	Name:	Thomas Rajan
	Title:	Chief Financial Officer

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REX ENERGY I, LLC
REX ENERGY OPERATING CORP.
REX ENERGY IV, LLC
PENNTEX RESOURCES ILLINOIS, INC.
R.E. GAS DEVELOPMENT, LLC
as Subsidiary Guarantors

By:	/s/ Thomas Rajan
	Name:	Thomas Rajan
	Title:	Chief Financial Officer

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WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee

By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

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Exhibit 4.5

FIRST SUPPLEMENTAL INDENTURE

dated as of March 31, 2016

among

REX ENERGY CORPORATION,

The Subsidiary Guarantors Party Hereto

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

6.250% Senior Notes due 2022

SUPPLEMENTAL INDENTURE

RECITALS

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee entered into the Indenture, dated as of July 17, 2014 (the “Indenture”), relating to the Company’s 6.250% Senior Notes due 2022 (the “Notes”);

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

SECTION 2. Amendments.

SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5. Counterparts. This Supplemental Indenture may be signed in various counterparts (including by portable document format), which together will constitute one and the same instrument.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 8. The Trustee. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture. Without limiting the generality of the foregoing, the

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[Signature page follows]

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


REX ENERGY CORPORATION as Issuer

By:	/s/ Thomas Rajan
	Name:	Thomas Rajan
	Title:	Chief Financial Officer

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REX ENERGY I, LLC
REX ENERGY OPERATING CORP.
REX ENERGY IV, LLC
PENNTEX RESOURCES ILLINOIS, INC.
R.E. GAS DEVELOPMENT, LLC
as Subsidiary Guarantors

By:	/s/ Thomas Rajan
	Name:	Thomas Rajan
	Title:	Chief Financial Officer

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WILMINGTON TRUST, NATIONAL ASSOCIATION
as Trustee

By:	/s/ Jane Schweiger
	Name:	Jane Schweiger
	Title:	Vice President

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Exhibit 10.1

Execution Copy

COLLATERAL AGREEMENT

dated as of March 31, 2016

made by

REX ENERGY CORPORATION

and

EACH OF THE OTHER GRANTORS (AS DEFINED HEREIN)

in favor of

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Trustee

TABLE OF CONTENTS

(Continued)


ARTICLE I
DEFINITIONS

Section 1.01	Definitions	2

Section 1.02	Other Definitional Provisions	6

Section 1.03	Rules of Interpretation	6

ARTICLE II

ARTICLE III
GRANT OF SECURITY INTEREST

Section 3.01	Grant of Security Interest	6

Section 3.02	Transfer of Pledged Securities	8

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.01	[Reserved.]	8

Section 4.02	Title; No Other Liens	8

Section 4.03	Perfected Second Priority Liens	9

Section 4.04	Grantor Information	9

Section 4.05	Inventory and Equipment	9

Section 4.06	Farm Products	9

Section 4.07	Investment Property	9

Section 4.08	Receivables	10

Section 4.09	Intellectual Property	10

Section 4.10	Commercial Tort Claims	11

Section 4.11	Benefit to the Grantors	11

ARTICLE V COVENANTS

Section 5.01	[Reserved]	11

Section 5.02	Delivery of Instruments, Certificated Securities and Chattel Paper	11

Section 5.03	Maintenance of Insurance	12

Section 5.04	Payment of Obligations	12

Section 5.05	Maintenance of Perfected Security Interest; Further Documentation	12

Section 5.06	[Reserved.]	12

Section 5.07	Investment Property	12

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TABLE OF CONTENTS

(Continued)


		Page

Section 5.08	Receivables		14

Section 5.09	Intellectual Property		14

Section 5.10	Commercial Tort Claims		16

ARTICLE VI REMEDIAL PROVISIONS

Section 6.01	Certain Matters Relating to Receivables		16

Section 6.02	Communications with Obligors; Grantors Remain Liable		16

Section 6.03	Pledged Securities		17

Section 6.04	Proceeds to be Turned Over to Trustee		18

Section 6.05	Application of Proceeds		18

Section 6.06	Code and Other Remedies		18

Section 6.07	Registration Rights		19

Section 6.08	Deficiency		20

Section 6.09	Non-Judicial Enforcement		20

ARTICLE VII THE TRUSTEE

Section 7.01	Trustee’s Appointment as Attorney-in-Fact, Etc.		21

Section 7.02	Duty of Trustee		22

Section 7.03	Execution of Financing Statements		23

Section 7.04	Authority of Trustee		23

ARTICLE VIII SUBORDINATION OF INDEBTEDNESS

Section 8.01	Subordination of All Grantor Claims		23

Section 8.02	Claims in Bankruptcy		24

Section 8.03	Payments Held in Trust		24

Section 8.04	Liens Subordinate		24

Section 8.05	Notation of Records		24

ARTICLE IX MISCELLANEOUS

Section 9.01	No Waiver by Course of Conduct; Cumulative Remedies		25

Section 9.02	Notices		25

Section 9.03	[Reserved.]		25

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TABLE OF CONTENTS

(Continued)


		Page

Section 9.04	Amendments in Writing		25

Section 9.05	Successors and Assigns		25

Section 9.06	Survival; Revival; Reinstatement		25

Section 9.07	Counterparts; Integration; Effectiveness		26

Section 9.08	Severability		26

Section 9.09	[Reserved.]		26

Section 9.10	Governing Law; Waiver of Jury Trial		27

Section 9.11	Headings		27

Section 9.12	Acknowledgments		27

Section 9.13	Additional Grantors and Additional Pledged Securities		28

Section 9.14	Releases		28

Section 9.15	Acceptance		29

Section 9.16	Intercreditor Agreement		29

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TABLE OF CONTENTS

(Continued)

SCHEDULES:

1	Notice Addresses

2	Investment Property

3	Perfection Matters

4	Location of Jurisdiction of Organization and Chief Executive Office

5	Inventory and Equipment Locations

6	Intellectual Property

7	Receivables from Government Authorities

ANNEXES:

I	Form of Acknowledgment and Consent

II	Form of Assumption Agreement

III	Form of Supplement

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THIS COLLATERAL AGREEMENT (this “Agreement”), dated as of March 31, 2016 made by Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Company”), Rex Energy I, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (“Rex Energy I”), Rex Energy Operating Corp., a corporation duly formed and existing under the laws of the State of Delaware (“Rex Energy Operating”), PennTex Resources Illinois, Inc., a corporation duly formed and existing under the laws of the State of Delaware (“PennTex Resources Illinois”), Rex Energy IV, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (“Rex Energy IV”), R.E. Gas Development, LLC, a limited liability company formed and existing under the laws of the state of Delaware (“R.E. Gas”) (the Company, Rex Energy I, Rex Energy Operating, PennTex Resources Illinois, Rex Energy IV, R.E. Gas and any other Person that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of Wilmington Savings Fund Society, FSB, as trustee (in such capacity, together with its successors in such capacity, the “Trustee”) for the benefit of the Secured Parties (as hereinafter defined).

R E C I T A L S

A. The Grantors have entered into that certain Indenture, dated as of March 31, 2016 (as amended, supplemented, or otherwise modified from time to time, the “Indenture”) by and among the Company, the guarantors party thereto, and Trustee, on behalf of the holders (the “Holders”) of the Notes (as defined below) providing for the issuance of up to $633,657,047 in the aggregate principal amount of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (the “Notes”).

B. Each Grantor (other than the Company) has jointly and severally guaranteed on a senior secured basis the payment when due of all Obligations (as hereinafter defined) owed to the Holders under the Indenture.

C. The Grantors are entering into this Agreement in order to grant to the Trustee for the benefit of itself and the other Secured Parties a security interest in the Collateral (as hereinafter defined) to secure the payment and performance in full when due of the Obligations.

D. Each Grantor will derive substantial direct and indirect benefit from the execution, delivery and performance of their Obligations under the Indenture, the Notes, and the other Note Documents from time to time, and each is, therefore, willing to execute and deliver this Agreement.

Now, therefore, in consideration of the premises herein and to induce the Holders to purchase the Notes, each Grantor agrees with the Trustee, for the ratable benefit of the Secured Parties, as follows:

ARTICLE I

Definitions

Section 1.01 Definitions.

(a) Unless otherwise defined herein, terms defined in the Indenture and used herein have the meanings given to them in the Indenture and all uncapitalized terms which are defined in the UCC (as defined herein) on the date hereof are used herein as so defined.

(b) The following terms are used herein as defined in the UCC on the date hereof: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Instruments, Inventory, Letter-of-Credit Rights, Payment Intangibles, Proceeds, Supporting Obligations, and Tangible Chattel Paper.

“Acknowledgment and Consent” means an Acknowledgment and Consent substantially in the form attached hereto as Annex I.

“Agreement” means this Collateral Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Assumption Agreement” means an Assumption Agreement substantially in the form attached hereto as Annex II.

“Bankruptcy Code” means Title 11, United States Code, as amended from time to time.

“Collateral” has the meaning assigned such term in Section 3.01.

“Collateral Account” means any collateral account established by the Trustee as provided in Section 6.01 or Section 6.04.

“Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Copyrights” means the collective reference to (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including those listed in Schedule 6), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office and (b) the right to obtain all renewals thereof.

“Deposit Account” has the meaning given such term in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including any demand, time, savings, passbook or like account maintained with a depositary institution.

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“Discharge of First Lien Priority Obligations” has the meaning set forth in the Intercreditor Agreement.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America or any State thereof or the District of Columbia.

“First Lien Agent” has the meaning given to such term in the Intercreditor Agreement.

“First Lien Documents” has the meaning given to such term in the Intercreditor Agreement.

“First Lien Obligations” has the meaning given to such term in the Intercreditor Agreement.

“Foreign Subsidiary” means any Subsidiary organized under the laws of any jurisdiction outside the United States of America.

“Foreign Subsidiary Voting Stock” means the voting Equity Interests of any Foreign Subsidiary.

“Grantor Claims” has the meaning assigned to such term in Section 8.01.

“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note” means any promissory note evidencing loans made by any Grantor to the Company or any of its Subsidiaries.

“Intercreditor Agreement” has the meaning set forth in Section 9.16(a).

“Investment Property” means the collective reference to (a) all “investment property” as such term is defined in Section 9.102(a)(49) of the UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Securities”) and (b) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Securities.

“Issuers” means the collective reference to each issuer of any Investment Property.

“LLC” means, with respect to any Grantor, each limited liability company described or referred to in Schedule 2 in which such Grantor has an interest.

“LLC Agreement” means each operating agreement relating to an LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

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“Obligations” means the collective reference to the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Company and the other Grantors (including, without limitation, interest accruing at the then applicable rate provided in the Indenture after the maturity of the Notes and interest accruing at the then applicable rate provided in the Indenture after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Secured Documents, in each case, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties that are required to be paid by the Company pursuant to the terms of any of the Secured Documents).

“Partnership” means, with respect to any Grantor, each partnership described or referred to in Schedule 2 in which such Grantor has an interest.

“Partnership Agreement” means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any thereof referred to in Schedule 6.

“Patents” means the collective reference to (a) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including any of the foregoing referred to in Schedule 6, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including any of the foregoing referred to in Schedule 6 and (c) all rights to obtain any reissues or extensions of the foregoing.

“Pledged LLC Interests” means, with respect to any Grantor, all right, title and interest of such Grantor as a member of all LLCs and all right, title and interest of such Grantor in, to and under the LLC Agreements; provided that the term Pledged LLC Interests shall not include any Excluded Collateral.

“Pledged Notes” means all promissory notes listed on Schedule 2, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business).

“Pledged Partnership Interests” means, with respect to any Grantor, all right, title and interest of such Grantor as a limited or general partner in all Partnerships and all right, title and interest of such Grantor in, to and under the Partnership Agreements; provided that the term Pledged Partnership Interests shall not include any Excluded Collateral.

“Pledged Securities” means: (a) the Equity Interests described or referred to in Schedule 2 (as the same may be supplemented from time to time pursuant to a Supplement), together with

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any other Equity Interests of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall more than 66% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder; including, but not limited to, all Pledged LLC Interests and Pledged Partnership Interests related thereto; and (b) the certificates or instruments, if any, representing (i) such Equity Interests, (ii) all dividends (cash, Equity Interests or otherwise), cash, instruments, rights to subscribe, purchase or sell and all other rights and Property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such securities, (iii) all replacements, additions to and substitutions for any of the Property referred to in this definition, including, without limitation, claims against third parties, (iv) the proceeds, interest, profits and other income of or on any of the Property referred to in this definition, (v) all security entitlements in respect of any of the foregoing, if any, and (vi) all books and records relating to any of the Property referred to in this definition; provided that the term Pledged Securities shall not include any Excluded Collateral.

“Proceeds” means all “proceeds” as such term is defined in the UCC on the date hereof and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.

“Receivable” means any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including any Account).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

“Secured Documents” means the collective reference to the Indenture, the other Note Documents, and any other document made, delivered or given in connection with any of the foregoing.

“Secured Parties” means the collective reference to the Trustee and the Holders.

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

“Supplement” means a Supplement substantially in the form attached hereto as Annex III.

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including any of the foregoing referred to in Schedule 6 and (b) the right to obtain all renewals thereof.

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“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Trustee’s security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection, the effect thereof or priority and for purposes of definitions related to such provisions.

“Vehicles” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

Section 1.02 Other Definitional Provisions. Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, refer to such Grantor’s Collateral or the relevant part thereof.

Section 1.03 Rules of Interpretation. Section 1.02 of the Indenture is hereby incorporated herein by reference and shall apply to this Agreement, mutatis mutandis.

ARTICLE II

[Reserved.]

ARTICLE III

Grant of Security Interest

Section 3.01 Grant of Security Interest. Each Grantor hereby pledges, and collaterally assigns and transfers to the Trustee, and hereby grants to the Trustee for the ratable benefit of the Secured Parties, a continuing security interest in and lien on, all of the following Property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest and whether now existing or hereafter coming into existence (collectively, the “Collateral”), as security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:

(a) all Accounts;

(b) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper);

(d) all Deposit Accounts;

(e) all Documents;

(f) all Equipment;

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(g) all Fixtures;

(h) all General Intangibles (including, without limitation, all rights in and under Swap Agreements);

(i) all Instruments;

(j) all Intellectual Property;

(k) all Inventory;

(l) all Investment Property;

(m) all Letter-of-Credit Rights;

(n) all other Property not otherwise described above (except for the Excluded Collateral and any Property specifically excluded from any defined term used in any clause of this Section);

(o) all books and records pertaining to the Collateral; and

(p) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, notwithstanding anything to the contrary contained herein, “Collateral” shall not include, and this Agreement shall not constitute a grant of a security interest in: (a) any property to the extent that such grant of a security interest is prohibited by any applicable law or regulation of a Governmental Authority to which such Grantor or its property is subject, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any license or contract evidencing or giving rise to such property, except to the extent that the term in such law, regulation, license or contract providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the United States Bankruptcy Code) or principles of equity; provided, however, that such security interest shall attach immediately at such time as such prohibition, breach, default or termination is no longer applicable or is waived, and to the extent severable, shall attach immediately to any portion of the Collateral that does not result in such consequences; (b) any deposit accounts (i) exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of such Grantor’s employees or (ii) exclusively holding deposits made by any purchasers of Hydrocarbons in contemplation of the sale of such Hydrocarbons; (c) any Vehicles; (d) 34% of the Foreign Subsidiary Voting Stock in each direct Foreign Subsidiary of such Grantor that is a “controlled foreign corporation” under the Code; or (e) Equity Interests in each of RW Gathering, LLC, Charlee Brown II Limited Partnership and L&B Air LLC so long as such entity is not a wholly-owned subsidiary of a Grantor (collectively, “Excluded Collateral”). For the avoidance of doubt, notwithstanding clauses (a), (b), (c), (d) and (e) of the preceding sentence, “Collateral” shall include (and therefore, the following shall not constitute Excluded Collateral) (i) all Equity

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Interests in Subsidiaries of the Company (other than the Equity Interests described in clause (e) to the extent set forth therein) and (ii) the right to any distributions (whether periodic or in liquidation or dissolution) with respect to any Equity Interests, including, without limitation, limited partnership interests or limited liability company member interests.

Section 3.02 Transfer of Pledged Securities. Subject to the Intercreditor Agreement, all certificates or instruments representing or evidencing the Pledged Securities shall be delivered to and held pursuant hereto by the Trustee or a Person designated by the Trustee and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, and accompanied by any required transfer tax stamps to effect the pledge of the Pledged Securities to the Trustee. Notwithstanding the preceding sentence, at the Trustee’s discretion, all Pledged Securities must be delivered or transferred in such manner as to permit the Trustee to be a “protected purchaser” to the extent of its security interest as provided in Section 8.303 of the UCC (if the Trustee otherwise qualifies as a protected purchaser). During the continuance of an Event of Default, subject to the Intercreditor Agreement, the Trustee shall have the right, at any time in its discretion and without notice, to transfer to or to register in the name of the Trustee or any of its nominees any or all of the Pledged Securities, subject only to the revocable rights of the relevant Grantor specified in Section 6.03. In addition, during the continuance of an Event of Default, subject to the Intercreditor Agreement, the Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Securities for certificates or instruments of smaller or larger denominations.

ARTICLE IV

Representations and Warranties

To induce the Trustee to enter into the Indenture and to induce the Holders to purchase their respective Notes, the Company and, solely with respect to itself and as applicable, each other Grantor hereby represents and warrants to the Trustee and each Secured Party that as of the Issue Date:

Section 4.01 [Reserved.]

Section 4.02 Title; No Other Liens. Except for the security interest granted to the Trustee for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Indenture, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Trustee, for the ratable benefit of the Secured Parties, pursuant to this Agreement or as are permitted by the Indenture, and such as shall be terminated substantially contemporaneous with the consummation of the Transactions. For the avoidance of doubt, it is understood and agreed that any Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by a Grantor. For purposes of this Agreement and the other Note Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Trustee and each Holder understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Trustee to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

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Section 4.03 Perfected Second Priority Liens. Subject to Liens securing the First Lien Obligations and other Liens permitted to be senior to the security interests granted hereunder pursuant to the terms of the First Lien Documents, the Intercreditor Agreement and the Indenture, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Trustee in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral which may be perfected by filing or such other action in favor of the Trustee, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted pursuant to Section 4.08 of the Indenture.

Section 4.04 Grantor Information. On the date hereof, the correct legal name of such Grantor, all names and trade names that such Grantor has used in the last five years, such Grantor’s jurisdiction of organization and each jurisdiction of organization of such Grantor over the last five years, such Grantor’s organizational number (if any), taxpayer identification number, and the location(s) of such Grantor’s chief executive office or sole place of business or principal residence, as the case may be, over the last five years are specified on Schedule 4. Such Grantor has furnished to the Trustee a certified charter, certificate of incorporation or other organization document and good standing certificate as of a date which is recent to the date hereof.

Section 4.05 Inventory and Equipment. On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5, other than Inventory or Equipment of an inconsequential value or nature or that is in transit to a purchaser or to one or more of the locations listed in Schedule 5.

Section 4.06 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

Section 4.07 Investment Property.

(a) As of the date hereof, the Pledged Securities required to be pledged hereunder and under the Indenture by such Grantor are listed in Schedule 2. The shares of Pledged Securities pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor which is a Domestic Subsidiary of such Grantor and no more than 66% of the issued and outstanding shares of all classes of the Equity Interests of each Issuer owned by such Grantor which is a Foreign Subsidiary. All the shares of the Pledged Securities have been duly and validly issued and are fully paid and nonassessable; and such Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created

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by this Agreement and the Liens permitted pursuant to the Indenture, and has rights in or the power to transfer the Investment Property in which a Lien is granted by it hereunder, free and clear of any Lien except for the Liens permitted pursuant to the Indenture.

(b) There are no restrictions on transfer (that have not been waived or otherwise consented to) in the LLC Agreement governing any Pledged LLC Interest or the Partnership Agreement governing any Pledged Partnership Interest or any other agreement relating thereto which would limit or restrict: (i) the grant of a security interest in the Pledged LLC Interests or the Pledged Partnership Interests, (ii) the perfection of such security interest or (iii) the exercise of remedies in respect of such perfected security interest in the Pledged LLC Interests or the Pledged Partnership Interests, in each case, as contemplated by this Agreement. Upon the exercise of remedies in respect of the Pledged LLC Interests or the Pledged Partnership Interests as provided for herein and otherwise as required by then applicable law, a transferee or assignee of a membership interest or a partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof to the extent immediately theretofore held by the assignor or transferor, as the case may be, and, upon the transfer of the entire interest of such Grantor, such Grantor shall cease to be a member or partner, as the case may be.

(c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Section 4.08 Receivables.

(a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Trustee in accordance with the terms of Section 5.02 (or to the applicable First Lien Agent pursuant to the terms and conditions of the Intercreditor Agreement).

(b) On the date hereof, none of the obligors on any Receivables is a Governmental Authority, except as disclosed on Schedule 7.

(c) The amounts represented by such Grantor to the Holders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

Section 4.09 Intellectual Property.

(a) Schedule 6 lists all Intellectual Property owned by such Grantor in its own name on the date hereof which consists of Patents, patent applications and registered copyrights.

(b) On the date hereof, all material Intellectual Property is valid, subsisting, unexpired and enforceable, has not been abandoned and does not infringe the intellectual property rights of any other Person.

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(c) Except as set forth in Schedule 6 (and any implied warranties, resulting from product sales or services or implied licenses arising in the ordinary course of such Grantor’s business), on the date hereof, none of the Intellectual Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(d) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a material adverse effect on the value of any Intellectual Property.

(e) No action or proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s ownership interest therein, or (ii) which could reasonably be expected to have a material adverse effect on the value of any Intellectual Property.

Section 4.10 Commercial Tort Claims.

(a) On the date hereof, except to the extent listed in Schedule 3, no Grantor has rights in any Commercial Tort Claim with an asserted value in excess of $1,000,000.

(b) Upon the filing of a financing statement covering any Commercial Tort Claim referred to in Section 5.10 against such Grantor, the security interest granted in such Commercial Tort Claim will constitute a valid perfected security interest in favor of the Trustee, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase such Collateral from such Grantor, which security interest shall be prior to all other Liens on such Collateral except for liens permitted by the Indenture which have priority over the Liens on such Collateral.

Section 4.11 Benefit to the Grantors. The Company is a member of an affiliated group of companies that includes such Grantor, and the Company and the other Grantors are engaged in related businesses. Such Grantor may reasonably be expected to benefit, directly or indirectly, from the Transactions; and such Grantor has determined that this Agreement is necessary and convenient to the conduct, promotion and attainment of the business of such Grantor.

ARTICLE V

Covenants

Each Grantor covenants and agrees with the Trustee and the Holders that, from and after the date of this Agreement until the Obligations shall have been indefeasibly paid in full in cash:

Section 5.01 [Reserved].

Section 5.02 Delivery of Instruments, Certificated Securities and Chattel Paper. Subject to the Intercreditor Agreement, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Trustee, duly indorsed in a manner satisfactory to the Trustee, to be held as Collateral

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pursuant to this Agreement. Notwithstanding the foregoing, the Company shall not be required to deliver such Instrument, Certificated Security or Chattel Paper to the Trustee as set forth in the immediately preceding sentence if the value of an Instrument, Certificated Security or Chattel Paper is less than $50,000 or if the aggregate value of all such Instruments, Certificated Securities and Chattel Paper is less than $200,000.

Section 5.03 Maintenance of Insurance. Each Grantor agrees to maintain insurance on the Collateral as set forth in Section 4.05 of the Indenture.

Section 5.04 Payment of Obligations. Each Grantor agrees to comply with the provisions of Section 4.04 of the Indenture with respect to its payment obligations in the same manner as the Company is required thereunder.

Section 5.05 Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Note Documents to dispose of the Collateral.

(b) [Reserved.]

(c) Subject to the Intercreditor Agreement, at any time and from time to time, upon the written request of the Trustee, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as reasonably requested by the Trustee to obtain or preserve the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) delivering certificated securities, (ii) filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto (provided that, any instruments and documents delivered to, and any actions taken at the request of, the First Lien Agent and sufficient to satisfy such Grantor’s obligations pursuant to the First Lien Documents shall be deemed sufficient for purposes of this Section 5.05(c)).

Section 5.06 [Reserved.]

Section 5.07 Investment Property.

(a) Subject to the Intercreditor Agreement, if such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect

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thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties, segregated from other Property of such Grantor, and deliver the same forthwith to the Trustee in the exact form received, duly indorsed by such Grantor to the Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Trustee so requests, signature guaranteed, to be held by the Trustee, subject to the terms hereof, as additional collateral security for the Obligations.

(b) Without the prior written consent of the Trustee, such Grantor will not (i) unless otherwise expressly permitted hereby or under the other Note Documents, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Indenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and security interests permitted pursuant to Section 4.08 of the Indenture; or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Trustee to sell, assign or transfer any of the Investment Property or Proceeds thereof except as expressly permitted pursuant to Section 4.09 of the Indenture.

(c) In the case of each Grantor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Trustee promptly in writing of the occurrence of any of the events described in Section 5.07(a) with respect to the Investment Property issued by it and (iii) the terms of Section 6.03(c) and Section 6.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.03(c) or Section 6.07 with respect to the Investment Property issued by it. In the case of any Issuer that is not a Grantor hereunder, such Grantor shall promptly cause such Issuer to execute and deliver to the Trustee an Acknowledgment and Consent.

(d) Subject to the Intercreditor Agreement, in the case of each Grantor that is a partner in a Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Trustee or its nominee and to the substitution of the Trustee or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. Subject to the Intercreditor Agreement, in the case of each Grantor that is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Trustee or its nominee and to the substitution of the Trustee or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of such LLC.

(e) Without the prior written consent of the Trustee, such Grantor shall not agree to any amendment of a Partnership Agreement or an LLC Agreement that (i) in any way

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adversely affects the perfection of the security interest of the Trustee in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder or (ii) causes any Partnership Agreement or LLC Agreement to include an election to treat the membership interests or partnership interests of such Grantor as a security under Section 8.103 of the UCC.

(f) Subject to the Intercreditor Agreement, with respect to Equity Interests in certificated form, such Grantor shall furnish to the Trustee such stock or equity powers and other instruments as may be required by the Trustee to assure the transferability of the Investment Property when and as often as may be reasonably requested by the Trustee.

(g) The Pledged Securities set forth on Schedule 2 will at all times constitute not less than 100% of the Equity Interests of each Issuer which is a Domestic Subsidiary and not more than 66% of the Equity Interests of each Issuer which is a Foreign Subsidiary thereof, in each case, owned by such Grantor. Such Grantor will not permit any Issuer of any of the Pledged Securities set forth on Schedule 2 to issue any new shares of any class of Equity Interests of such Issuer to any party other than such Grantor (unless such issuance is made on a pro rata basis to such Grantor) without written notice to the Trustee.

Section 5.08 Receivables. Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

Section 5.09 Intellectual Property.

(a) Such Grantor (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, in each case if such Grantor deems that such use is appropriate under the circumstances, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required of such Grantor by applicable law, rule, or regulation, (iv) not knowingly adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Trustee, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) knowingly do any act or omit to do any act whereby such Trademark may become invalidated or impaired in any way.

(b) Such Grantor (either itself or through licensees) will not knowingly do any act, or omit to do any act, whereby any material Patent may, after giving immediately effect to such act or omission, become forfeited, abandoned or dedicated to the public.

(c) Such Grantor (either itself or through licensees) (i) will employ each material Copyright, if such Grantor deems that such employment is appropriate under the

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circumstances, and (ii) will not (and will not permit any licensee or sublicensee thereof to) knowingly do any act or omit to do any act whereby any material portion of the Copyrights may, after giving immediate effect to such act or omission, become invalidated or otherwise impaired. Such Grantor will not (either itself or through licensees) knowingly, do any act whereby any material portion of the Copyrights may fall into the public domain.

(d) Such Grantor (either itself or through licensees) will not knowingly use any material Intellectual Property to infringe the intellectual property rights of any other Person.

(e) Such Grantor or the Company will notify the Trustee as soon as reasonably practicable after it knows, or a Responsible Officer has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(f) Whenever such Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Trustee. Upon request of the Trustee, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as reasonably requested by the Trustee to evidence the Trustee’s and the Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby (provided that, any agreements, instruments, documents and papers delivered to the First Lien Agent and sufficient to satisfy such Grantor’s obligations pursuant to the First Lien Documents shall be deemed sufficient for purposes of this Section 5.09(f)).

(g) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(h) In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party, such Grantor shall (i) take such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) if such Intellectual Property is of material economic value, promptly notify the Trustee after it learns thereof and sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution.

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Section 5.10 Commercial Tort Claims. If such Grantor shall obtain an interest in any Commercial Tort Claim with an asserted value in excess of $1,000,000, such Grantor shall within 30 days of obtaining such interest sign and deliver documentation acceptable to the Trustee that grants a security interest under the terms and provisions of this Agreement in and to such Commercial Tort Claim.

ARTICLE VI

Remedial Provisions

Section 6.01 Certain Matters Relating to Receivables. At any time after the occurrence and the continuation of an Event of Default:

(a) [Reserved.]

(b) Subject to the Intercreditor Agreement, the Trustee hereby authorizes each Grantor to collect such Grantor’s Receivables, subject to the Trustee’s direction and control, and the Trustee may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Trustee at any time after the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Trustee if required, in a Collateral Account maintained under the sole dominion and control of the Trustee, subject to withdrawal by the Trustee for the account of the Holders only as provided in Section 6.05, and (ii) until so turned over, shall be held by such Grantor in trust for the Trustee and the Holders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(c) At the Trustee’s request, each Grantor shall deliver to the Trustee all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

Section 6.02 Communications with Obligors; Grantors Remain Liable.

(a) Subject to the terms of the Intercreditor Agreement, the Trustee at any time after the occurrence and during the continuance of an Event of Default in its own name or in the name of others may at any time communicate with obligors under the Receivables to verify with them to the Trustee’s satisfaction the existence, amount and terms of any Receivables.

(b) Upon the request of the Trustee at any time after the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Trustee for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Trustee.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and

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obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Trustee nor any Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract by reason of or arising out of this Agreement or the receipt by the Trustee or any Holder of any payment relating thereto, nor shall the Trustee or any Holder be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Section 6.03 Pledged Securities.

(a) Unless an Event of Default shall have occurred and be continuing and the Trustee shall have given notice to the relevant Grantor of the Trustee’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Indenture, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Note Document.

(b) Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, during the pendancy of such Event of Default, (i) the Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Trustee may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Trustee or its nominee, and the Trustee or its nominee may thereafter and during the pendancy of such Event of Default exercise (A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Trustee may determine), all without liability except to account for property actually received by it, but the Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Trustee in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Trustee.

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Section 6.04 Proceeds to be Turned Over to Trustee. In addition to the rights of the Trustee and the Secured Parties specified in Section 6.01 with respect to payments of Receivables, subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Trustee and the Holders, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Trustee in the exact form received by such Grantor (duly indorsed by such Grantor to the Trustee, if required). All such Proceeds received by the Trustee hereunder shall be held by the Trustee in a Collateral Account maintained under its sole dominion and control. All such Proceeds while held by the Trustee in a Collateral Account (or by such Grantor in trust for the Trustee and the Holders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 6.05.

Section 6.05 Application of Proceeds. If an Event of Default shall have occurred and be continuing and subject to the Intercreditor Agreement, the Trustee may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Obligations in accordance with Section 4.01 of the Indenture.

Section 6.06 Code and Other Remedies.

(a) Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the other Note Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law or otherwise available at law or equity. Without limiting the generality of the foregoing, the Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of

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redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Trustee’s request, to assemble the Collateral and make it available to the Trustee at places which the Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Trustee either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Trustee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Trustee and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with the Indenture, and only after such application and after the payment by the Trustee of any other amount required by any provision of law, including, without limitation, Section 9.615(a)(3) of the UCC, need the Trustee account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Trustee or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent caused by the gross negligence or willful misconduct of the Trustee or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

(b) In the event that the Trustee elects not to sell the Collateral, the Trustee retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute a commercially reasonable method of disposition. Without limitation of the foregoing, any disposition involving three (3) or more bidders that are “accredited investors” (within the meaning of the Securities Act) shall constitute disposition in a commercially reasonable manner.

(c) The Trustee may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Section 6.07 Registration Rights.

(a) Subject to the Intercreditor Agreement, if the Trustee shall determine to exercise its right to sell any or all of the Pledged Securities pursuant to Section 6.06, and if in the opinion of the Trustee it is necessary or advisable to have the Pledged Securities, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will use commercially reasonable efforts to cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the reasonable opinion of the Trustee, necessary or advisable to register the Pledged Securities, or that portion thereof to be

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sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Securities, or that portion thereof to be sold and (iii) use its commercially reasonable efforts to cause the Issuer to make all amendments thereto and/or to the related prospectus which, in the opinion of the Trustee, are necessary or advisable to enable it to realize upon such Collateral, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to use its commercially reasonable efforts to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Trustee shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Trustee may be unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, or may determine that a public sale is impracticable or not commercially reasonable, and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Trustee shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Each Grantor agrees to use its commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Securities pursuant to this Section 6.07 valid and binding and in compliance with any and all other applicable laws, rules and regulations. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.07 will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.07 shall be specifically enforceable against such Grantor, and, to the maximum extent permitted by applicable law, such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Indenture.

Section 6.08 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Trustee or any Secured Party to collect such deficiency.

Section 6.09 Non-Judicial Enforcement. The Trustee may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law, each Grantor expressly waives any and all legal rights which might otherwise require the Trustee to enforce its rights by judicial process.

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ARTICLE VII

The Trustee

Section 7.01 Trustee’s Appointment as Attorney-in-Fact, Etc.

(a) Each Grantor hereby irrevocably constitutes and appoints the Trustee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Trustee the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following in each case subject to the Intercreditor Agreement:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Trustee for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Trustee may request to evidence the Trustee’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge Taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement or any other Note Document and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 6.06 or Section 6.07, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (A) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Trustee or as the Trustee shall direct; (B) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) in the

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name of such Grantor, or in its own name, or otherwise, commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Trustee may deem appropriate; (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Trustee shall in its sole discretion determine; and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Trustee were the absolute owner thereof for all purposes, and do, at the Trustee’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Trustee deems necessary to protect, preserve or realize upon the Collateral and the Trustee’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this Section 7.01(a) to the contrary notwithstanding, the Trustee agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.01(a) unless an Event of Default shall have occurred and be continuing.

(b) If any Grantor fails to perform or comply with any of its agreements contained herein, the Trustee, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Trustee incurred in connection with actions undertaken as provided in this Section 7.01, together with interest thereon at the rate specified in the Indenture, but in no event to exceed the highest lawful rate, from the date of payment by the Trustee to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Trustee on demand.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

Section 7.02 Duty of Trustee. The Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9.207 of the UCC or otherwise, shall be to deal with it in the same manner as the Trustee deals with similar Property for its own account, and the Trustee shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Trustee, any Secured Party nor any of their Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Trustee and the Secured Parties hereunder are solely to protect the Trustee’s and the Secured Parties’ interests in the

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Collateral and shall not impose any duty upon the Trustee or any Secured Party to exercise any such powers. The Trustee and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. To the fullest extent permitted by applicable law, the Trustee shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Grantor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Grantor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Trustee or any Secured Party to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Trustee or any Secured Party now has or may hereafter have against any Grantor or other Person.

Section 7.03 Execution of Financing Statements. Pursuant to the UCC and any other applicable law, each Grantor authorizes the Trustee to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Trustee determines appropriate to perfect the security interests of the Trustee under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. Each Grantor authorizes the Trustee to use the collateral description “all personal property” or “all assets” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Trustee of any financing statement with respect to the Collateral made prior to the date hereof.

Section 7.04 Authority of Trustee. Each Grantor acknowledges that the rights and responsibilities of the Trustee under this Agreement with respect to any action taken by the Trustee or the exercise or non-exercise by the Trustee of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Trustee and the Secured Parties, be governed by the Indenture and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and the Grantors, the Trustee shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

ARTICLE VIII

Subordination of Indebtedness

Section 8.01 Subordination of All Grantor Claims. As used herein, the term “Grantor Claims” shall mean all debts and obligations of the Company or any other Grantor to any other Grantor, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be

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evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by. After and during the continuation of an Event of Default, no Grantor shall receive or collect, directly or indirectly, from any obligor in respect thereof any amount upon the Grantor Claims.

Section 8.02 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Grantor, the Trustee on behalf of the Trustee and the Secured Parties shall have the right to prove their claim in any such proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Grantor Claims. Each Grantor hereby assigns such dividends and payments to the Trustee for the benefit of the Trustee and the Secured Parties for application against the Obligations as provided under Section 8.01 of the Indenture. Should the Trustee or Secured Party receive, for application upon the Obligations, any such dividend or payment which is otherwise payable to any Grantor, and which, as between such Grantors, shall constitute a credit upon the Grantor Claims, then upon payment in full in cash of the Obligations, the intended recipient shall become subrogated to the rights of the Trustee and the Secured Parties to the extent that such payments to the Trustee and the Secured Parties on the Grantor Claims have contributed toward the liquidation of the Obligations, and such subrogation shall be with respect to that proportion of the Obligations which would have been unpaid if the Trustee and the Secured Parties had not received dividends or payments upon the Grantor Claims.

Section 8.03 Payments Held in Trust. In the event that, notwithstanding Section 8.01 and Section 8.02, any Grantor should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (a) to hold in trust for the Trustee and the Secured Parties an amount equal to the amount of all funds, payments, claims or distributions so received and (b) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the Trustee, for the benefit of the Secured Parties; and each Grantor covenants promptly to pay the same to the Trustee.

Section 8.04 Liens Subordinate. Each Grantor agrees that, until the Obligations are paid in full in cash, any Liens securing payment of the Grantor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Obligations, regardless of whether such encumbrances in favor of such Grantor, the Trustee or any Secured Party presently exist or are hereafter created or attach. Without the prior written consent of the Trustee, no Grantor, during the period in which any of the Obligations are outstanding, shall (a) exercise or enforce any creditor’s right it may have against any debtor in respect of the Grantor Claims or (b) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

Section 8.05 Notation of Records. Upon the request of the Trustee, all promissory notes and all accounts receivable ledgers or other evidence of the Grantor Claims accepted by or held by any Grantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.

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ARTICLE IX

Miscellaneous

Section 9.01 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Trustee nor any Secured Party shall by any act (except by a written instrument pursuant to Section 9.04), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Trustee or any Secured Party, and no course of dealing with respect to, any right, power or privilege hereunder, or any abandonment or discontinuance of steps to enforce such right, power or privilege, shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Trustee or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Trustee or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law or equity.

Section 9.02 Notices. All notices and other communications provided for herein shall be given in the manner and subject to the terms of Section 11.03 of the Indenture; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1.

Section 9.03 [Reserved.]

Section 9.04 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Article IX of the Indenture.

Section 9.05 Successors and Assigns. The provisions of this Agreement shall be binding upon the Grantors and their successors and assigns and shall inure to the benefit of the Trustee and the Secured Parties and their respective successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement, and any such purported assignment, transfer or delegation shall be null and voice.

Section 9.06 Survival; Revival; Reinstatement.

(a) All covenants, agreements, representations and warranties made by any Grantor herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Note Document to which it is a party shall be considered to have been relied upon by the Trustee and the Holders and shall survive the execution and delivery of this Agreement and the issuing of the Notes, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Trustee or any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Note or any fee or any other amount payable under the Indenture is outstanding. The provisions of Section 9.03 shall survive and remain in full

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force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Notes or the termination of this Agreement, the Indenture, any other Note Document or any provision hereof or thereof.

(b) To the extent that any payments on the Obligations or proceeds of any Collateral are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Trustee’s and the Secured Parties’ Liens, security interests, rights, powers and remedies under this Agreement and each other Note Document shall continue in full force and effect. In such event, each Note Document shall be automatically reinstated and the Company shall take such action as may be reasonably requested by the Trustee and the Secured Parties to effect such reinstatement.

Section 9.07 Counterparts; Integration; Effectiveness.

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

(b) This Agreement, the other Note Documents and any separate letter agreements with respect to fees payable to the Trustee constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(c) This Agreement shall become effective when it shall have been executed by the Trustee and when the Trustee shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto, the Holders and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.08 Severability. Any provision of this Agreement or any other Note Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof or thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.09 [Reserved.]

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Section 9.10 Governing Law; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) EACH PARTY TO THIS AGREEMENT AND, BY ITS ACCEPTANCE OF THE NOTES, EACH HOLDER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE INDENTURE OR THE OTHER NOTE DOCUMENTS.

Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12 Acknowledgments. Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Note Documents to which it is a party;

(b) neither the Trustee nor any Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Note Documents, and the relationship between the Grantors, on the one hand, and the Trustee and Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Note Documents or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

(d) Each of the parties hereto specifically agrees that it has a duty to read this Agreement, the Security Instruments and the other Note Documents and agrees that it is charged with notice and knowledge of the terms of this Agreement, the Security Instruments and the other Note Documents; that it has in fact read this Agreement, the Security Instruments and the other Note Documents and is fully informed and has full notice and knowledge of the terms, conditions and effects thereof; that it has been represented by independent legal counsel of its choice throughout the negotiations preceding its execution of this Agreement and the Security Instruments; and has received the advice of its attorney in entering into this Agreement and the Security Instruments; and that it recognizes that certain of the terms of this Agreement and the Security Instruments result in one party assuming the liability inherent in some aspects of the transaction and relieving the other party of its responsibility for such liability. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE SECURITY INSTRUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

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Section 9.13 Additional Grantors and Additional Pledged Securities. Each Subsidiary of the Company that is required to become a party to this Agreement pursuant to Article XII of the Indenture shall become a party hereto as a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement and shall thereafter have the same rights, benefits and obligations as a Grantor party hereto on the date hereof. Each Grantor that is required to pledge additional Equity Interests pursuant to the Indenture shall execute and deliver a Supplement.

Section 9.14 Releases.

(a) Release Upon Payment in Full. The grant of the security interest hereunder, all other grants of interests, set off and other Liens hereunder, the security interest granted hereunder, all other interest, set offs and other Liens granted hereunder, and all Lien rights, powers and interests and guarantee benefits with respect thereto shall automatically terminate and be null and void immediately upon the date that the Obligations (other than Obligations in respect of Indebtedness consisting of payment obligations that are provided under any Note Document as surviving the termination of such Note Document or other transaction contemplated thereby, or words of similar import) shall have been indefeasibly paid in full in cash, and the Trustee, at the written request and expense of the Company, will promptly take all steps and actions requested by the Company to evidence and more fully effect the foregoing termination, including the release, reassignment and transfer, without recourse or warranty, of the property theretofore constituting the Collateral to the Grantors and the declaration of all such guarantees and this Agreement to be of no further force or effect.

(b) Partial Releases. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Indenture and the Intercreditor Agreement, then immediately upon the occurrence of any such disposition, all Liens and other rights with respect thereto, shall automatically terminate and be null and void, and the Trustee, at the request and sole expense of such Grantor, shall promptly execute and deliver to such Grantor all releases or other documents deemed reasonably necessary or desirable by the Company to evidence the release of the Liens created hereby on such Collateral. If all the Equity Interests of a Grantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement, then immediately upon the occurrence of such disposition, such Guarantor automatically shall be released from its obligations hereunder, and the Liens and other rights created hereunder in all property of such Guarantor shall automatically terminate and be null and void; and at the request and sole expense of the Company, the Trustee shall promptly execute and deliver to or at the request of the Company all releases and other documents reasonable necessary or desirable to release such obligations, Liens and other rights; provided that the Company shall have delivered to the Trustee, at least fifteen days prior to the date of the requested releases and documents, a written request of an Officer for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and the other Note Documents.

(c) Retention in Satisfaction. Except as may be expressly applicable pursuant to Section 9.620 of the UCC, no action taken or omission to act by the Trustee or the Secured

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Parties hereunder, including, without limitation, any exercise of voting or consensual rights or any other action taken or inaction, shall be deemed to constitute a retention of the Collateral in satisfaction of the Obligations or otherwise to be in full satisfaction of the Obligations, and the Obligations shall remain in full force and effect, until the Trustee and the Secured Parties shall have applied payments (including, without limitation, collections from Collateral) towards the Obligations in the full amount then outstanding or until such subsequent time as is provided in Section 9.14(a).

Section 9.15 Acceptance. Each Grantor hereby expressly waives notice of acceptance of this Agreement, acceptance on the part of the Trustee and the Secured Parties being conclusively presumed by their request for this Agreement and delivery of the same to the Trustee.

Section 9.16 Intercreditor Agreement.

(a) Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to Trustee, in its capacity as trustee hereunder, for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by Trustee, in its capacity as trustee hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral are subject to the provisions of the Intercreditor Agreement dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Royal Bank of Canada, in its capacity as the First Lien RBL Agent, Trustee, in its capacity as the Second Lien Agent (as defined therein), each Permitted Additional First Lien Representative (as defined therein), each Permitted Third Lien Representative (as defined therein), the Company, and the Subsidiaries of the Company named therein. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.

(b) Without limiting the generality of the foregoing clause (a) and subject to the provisions of the Intercreditor Agreement, with respect to the Collateral, any obligation of any Grantor hereunder or under any other Note Document with respect to the delivery or control of any Collateral, the provisions of voting rights, the turning over of proceeds to the Trustee or the obtaining of any consent of any Person, in each case in connection with any Collateral shall, until the Discharge of First Lien Priority Obligations, be deemed to be satisfied if such Grantor complies with the requirements of the similar provision of the applicable First Lien Collateral Document, including, for avoidance of doubt, by delivering any possessory Collateral or granting control over any Collateral to the applicable First Lien Agent. Notwithstanding anything in this Agreement to the contrary, for purposes of any representation in this Agreement, delivery of Collateral to, or the granting of control over Collateral to, the applicable First Lien Agent shall be deemed to include delivery of Collateral to, or the granting of control over Collateral to, the Trustee.

Notwithstanding anything herein to the contrary, any request, decision or determination made, or documents or other items deemed satisfactory, desirable, necessary, appropriate or advisable, by any First Lien Agent with respect to the equivalent section under the First Lien Collateral Documents (as defined in the Intercreditor Agreement), shall be deemed to have been made, or deemed satisfactory, desirable, necessary, appropriate or advisable by the Trustee.

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[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Collateral Agreement to be duly executed and delivered as of the date first above written.


COMPANY:	REX ENERGY CORPORATION

	By:	/s/ F. Scott Hodges
		F. Scott Hodges
		Senior Vice President

GRANTORS:	REX ENERGY OPERATING CORP. REX ENERGY I, LLC PENNTEX RESOURCES ILLINOIS, INC. REX ENERGY IV, LLC R.E. GAS DEVELOPMENT, LLC

	By:	/s/ F. Scott Hodges
		F. Scott Hodges
		Senior Vice President

Signature Page to Collateral Agreement

Acknowledged and Agreed to as

of the date hereof by:


TRUSTEE:	WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee

	By:	/s/ Geoffrey J. Lewis
	Name:	Geoffrey J. Lewis
	Title:	Vice President

Signature Page to Collateral Agreement

SCHEDULE 1

NOTICE ADDRESSES OF GRANTORS


Grantor		Notice Address

Rex Energy Corporation		Rex Energy Corporation 366 Walker Drive State College, PA 16801 Attn: Thomas Rajan, Chief Financial Officer [email protected] Copy: Jennifer L. McDonough, Vice President, General Counsel and Secretary [email protected] Fax: 814.278.7286

Rex Energy I, LLC		Rex Energy I, LLC c/o Rex Energy Corporation 366 Walker Drive State College, PA 16801 Attn: Thomas Rajan, Chief Financial Officer [email protected] Copy: Jennifer L. McDonough, Vice President, General Counsel and Secretary [email protected] Fax: 814.278.7286

Rex Energy Operating Corp.		Rex Energy Operating Corp. c/o Rex Energy Corporation 366 Walker Drive State College, PA 16801 Attn: Thomas Rajan, Chief Financial Officer [email protected] Copy: Jennifer L. McDonough, Vice President, General Counsel and Secretary [email protected] Fax: 814.278.7286

Rex Energy IV, LLC		Rex Energy IV, LLC c/o Rex Energy Corporation 366 Walker Drive State College, PA 16801 Attn: Thomas Rajan, Chief Financial Officer [email protected] Copy: Jennifer L. McDonough, Vice President, General Counsel and Secretary [email protected] Fax: 814.278.7286

PennTex Resources Illinois, Inc.		PennTex Resources Illinois, Inc. c/o Rex Energy Corporation 366 Walker Drive State College, PA 16801 Attn: Thomas Rajan, Chief Financial Officer

Schedule 1


		[email protected] Copy: Jennifer L. McDonough, Vice President, General Counsel and Secretary [email protected] Fax: 814.278.7286

R.E. Gas Development, LLC		PennTex Resources, L.P. c/o Rex Energy Corporation 366 Walker Drive State College, PA 16801 Attn: Thomas Rajan, Chief Financial Officer [email protected] Copy: Jennifer L. McDonough, Vice President, General Counsel and Secretary [email protected] Fax: 814.278.7286

Schedule 1

SCHEDULE 2

INVESTMENT PROPERTY

Description of Pledged Securities


Owner/Grantor	Issuer	Percentage Owned			Percentage Pledged			Class of Stock or other Equity Interest	No. of Shares	Certificate No.

Rex Energy Corporation	Rex Energy I, LLC		100	%		100	%	Membership Interest	Not Applicable	Not Applicable

Rex Energy Corporation	Rex Energy Operating Corp.		100	%		100	%	Common Stock	100	3

Rex Energy Corporation	PennTex Resources Illinois, Inc.		100	%		100	%	Common Stock	1,000	7

Rex Energy Corporation	Rex Energy IV, LLC		100	%		100	%	Membership Interest	Not Applicable	Not Applicable

Rex Energy I, LLC	Rex Energy Marketing, LLC		100	%		100	%	Membership Interest	Not Applicable	Not Applicable

Rex Energy Corporation	R.E. Gas Development, LLC		100	%		100	%	Limited Liability Company	Not Applicable	Not Applicable

Rex Energy Corporation	R.E. Ventures Holdings, LLC (f/k/a Butler Gas Processing LLC)		100	%		100	%	Membership Interest	Not Applicable	Not Applicable

R.E. Gas Development, LLC	R.E. Disposal, LLC		100	%		100	%	Membership Interest	Not Applicable	Not Applicable

Schedule 2

SCHEDULE 3

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

1.	Filing of UCC-1 Financing Statements with respect to the Collateral with the Secretary of State of the State of Delaware.

Patent and Trademark Filings

1.	Filing of the Collateral Assignment of Trademarks with respect to the trademarks of Rex Energy Operating Corp. with the United States Patent and Trademark Office.

Actions with respect to Pledged Securities

1.	Delivery to the Trustee or a Person designated by the Trustee of all Pledged Securities consisting of certificated securities, in each case properly endorsed for transfer or in blank.

Description of Commercial Tort Claims With An Asserted Value in Excess of $1,000,000

None.

Schedule 3

SCHEDULE 4

JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE

Company:

Legal Name/Address

Trade Names Used
in Past 5 Years

Current
Jurisdiction

Organization

Jurisdiction of
Organizations in
Past 5 Years

Organizational
No.

Taxpayer
Identification

No.

Chief Executive Office
or Sole Place of
Business over the last 5
years

Rex Energy Corporation

366 Walker Drive

State College, PA 16801

None

Delaware

Not Applicable

4313846

20-8814402

366 Walker Drive

State College, PA 16801

476 Rolling Ridge Drive, Suite 300

State College, PA 16801

Grantors:

Legal Name/Address

Trade Names Used
in Past 5 Years

Current
Jurisdiction

Organization

Jurisdiction of
Organizations in
Past 5 Years

Organizational
No.

Taxpayer
Identification

No.

Chief Executive Office
or Sole Place of
Business over the last 5
years

Rex Energy I, LLC

366 Walker Drive

State College, PA 16801

None

Delaware

Not Applicable

4335969

20-8909799

366 Walker Drive

State College, PA 16801

476 Rolling Ridge Drive, Suite 300

State College, PA 16801

Rex Energy Operating Corp.

366 Walker Drive

State College, PA 16801

None

Delaware

Not Applicable

3865470

20-2120390

366 Walker Drive

State College, PA 16801

476 Rolling Ridge Drive, Suite 300

State College, PA 16801

Schedule 4

Legal Name/Address

Trade Names Used
in Past 5 Years

Current
Jurisdiction

Organization

Jurisdiction of
Organizations in
Past 5 Years

Organizational
No.

Taxpayer
Identification

No.

Chief Executive Office
or Sole Place of
Business over the last 5
years

Rex Energy IV, LLC

366 Walker Drive

State College, PA 16801

None

Delaware

Not Applicable

4219136

20-5549688

366 Walker Drive

State College, PA 16801

476 Rolling Ridge Drive, Suite 300

State College, PA 16801

RR#1 Box 197 P.O. Box 318 Bridgeport, Illinois

62417

PennTex Resources Illinois, Inc.

366 Walker Drive

State College, PA 16801

ERG Illinois, Inc.

Delaware

Not Applicable

3757111

20-0660609

366 Walker Drive

State College, PA 16801

476 Rolling Ridge Drive, Suite 300

State College, PA 16801

R.E. Gas Development, LLC 366 Walker Drive

State College, PA 16801

None

Delaware

Not Applicable

4456607

20-8814402

366 Walker Drive

State College, PA 16801

476 Rolling Ridge Drive, Suite 300

State College, PA 16801

Schedule 4

SCHEDULE 5

LOCATIONS OF INVENTORY AND EQUIPMENT


Grantor		Locations
Rex Energy Corporation		1. 366 Walker Drive, State College, PA 16801

Rex Energy I, LLC		1. 366 Walker Drive, State College, PA 16801 2. Route 1, Box 197, Bridgeport, Illinois 62417 3. 6555 Griffin Road, New Harmony, Indiana 47631

Rex Energy Operating Corp.		1. 366 Walker Drive, State College, PA 16801 2. Route 1, Box 197, Bridgeport, Illinois 62417 3. 6555 Griffin Road, New Harmony, Indiana 47631

Rex Energy IV, LLC		1. 366 Walker Drive, State College, PA 16801 2. Route 1, Box 197, Bridgeport, Illinois 62417

PennTex Resources Illinois, Inc.		1. 366 Walker Drive, State College, PA 16801 2. Route 1, Box 197, Bridgeport, Illinois 62417

R.E. Gas Development, LLC		1. 366 Walker Drive, State College, PA 16801 2. Magill Storage Yard, Prospect Road, Butler, PA 16001

Schedule 5

Schedule 6

INTELLECTUAL PROPERTY

Copyrights and Copyright Licenses

None.

Patents and Patent Licenses

None.

Trademarks and Trademark Licenses

Schedule 6

Schedule 7

RECEIVABLES WITH GOVERNMENTAL AUTHORITY AS OBLIGOR

None.

Schedule 7

Annex I

ACKNOWLEDGMENT AND CONSENT

The undersigned hereby acknowledges receipt of a copy of the Collateral Agreement dated as of March 31, 2016 (the “Collateral Agreement”), made by the Grantors parties thereto for the benefit of Wilmington Savings Fund Society, FSB, as Trustee. The undersigned agrees for the benefit of the Trustee and the Secured Parties as follows:

1. The undersigned will be bound by the terms of the Collateral Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

2. The undersigned will notify the Trustee promptly in writing of the occurrence of any of the events described in Section 5.07(a) of the Collateral Agreement.

3. The terms of Section 6.03(c) and Section 6.07 of the Collateral Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.03(c) and Section 6.07 of the Collateral Agreement.


[NAME OF ISSUER]

By:
Name:
Title:

Address for Notices:




Fax:

*	This consent is necessary only with respect to any Issuer which is not also a Grantor. This consent may be modified or eliminated with respect to any Issuer that is not controlled by a Grantor.

Annex I - 1

Annex II

Assumption Agreement

ASSUMPTION AGREEMENT, dated as of [ ], 201[ ], made by [ ], a [ ] (the “Additional Grantor”), in favor of Wilmington Savings Fund Society, FSB, as Trustee (in such capacity, the “Trustee”) for the Holders party to the Indenture referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.

W I T N E S S E T H:

WHEREAS, Rex Energy Corporation, a corporation duly formed and existing under the laws of the State of Delaware (the “Company”) and the other Grantors have entered into that certain Indenture, dated as of March 31, 2016 (as amended, supplemented, or otherwise modified from time to time, the “Indenture”) by and among the Company, the guarantors party thereto, and the Trustee, on behalf of the holders (the “Holders”) of the Notes (as defined below) providing for the issuance of up to $633,657,047 in the aggregate principal amount of the Company’s 1.00%/8.00% Senior Secured Second Lien Notes due 2020 (the “Notes”);

WHEREAS, in connection with the Indenture, the Company and certain of its affiliates (other than the Additional Grantor) have entered into that certain Collateral Agreement, dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”) in favor of the Trustee for the ratable benefit of the Secured Parties;

WHEREAS, the Indenture requires the Additional Grantor to become a party to the Collateral Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Collateral Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Guaranty and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 9.13 of the Collateral Agreement, hereby becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Collateral Agreement. The Additional Grantor hereby represents and warrants that, with respect to itself and as applicable, each of the representations and warranties contained in Article IV of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. Governing Law. This Assumption Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

Annex II - 1

3. Miscellaneous. This Assumption Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Any provision of this Assumption Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


[ADDITIONAL GRANTOR]

By:
Name:
Title:

Annex II - 2

Annex III

Supplement

SUPPLEMENT, dated as of [ ], 201[ ], made by [ ], a [ ] (the “Grantor”), in favor of [ ], as trustee (in such capacity, the “Trustee”) for the Holders party to the Indenture referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in the Collateral Agreement referred to below.

W I T N E S S E T H:

WHEREAS, in connection with the Indenture, the Company and certain of its Affiliates (including the Grantor) have entered into that certain Collateral Agreement, dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”) in favor of the Trustee for the ratable benefit of the Secured Parties;

WHEREAS, the Indenture requires the Grantor to pledge the Equity Interests described in Schedule 2-S hereto; and

WHEREAS, the Grantor has agreed to execute and deliver this Supplement in order to pledge such Equity Interests;

NOW, THEREFORE, IT IS AGREED:

1. Collateral Agreement. By executing and delivering this Supplement, the information set forth in Schedule 2-S hereto is hereby added to the information set forth in Schedule 2 to the Collateral Agreement. The Grantor hereby represents and warrants that, with respect to itself and as applicable, each of the representations and warranties contained in Article IV of the Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Supplement) as if made on and as of such date.

2. Governing Law. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

3. Miscellaneous. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such

Annex III - 1

jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

IN WITNESS WHEREOF, the undersigned has caused this Supplement to be duly executed and delivered as of the date first above written.


[GRANTOR]

By:
Name:
Title:

Annex III - 2

Exhibit 10.2

INTERCREDITOR AGREEMENT

Dated as of

March 31, 2016

Among

ROYAL BANK OF CANADA,

as the First Lien RBL Agent

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as the Second Lien Agent

EACH PERMITTED ADDITIONAL FIRST LIEN REPRESENTATIVE

EACH PERMITTED THIRD LIEN REPRESENTATIVE

REX ENERGY CORPORATION,

as the Company

and

The Subsidiaries of the Company Named Herein

TABLE OF CONTENTS


Section 1.	Definitions	1

1.1	Defined Terms	1

1.2	Terms Generally	14

Section 2.	Treatment of Liens	15

2.1	Priority of Liens	15

2.2	Prohibition on Contesting Liens	16

2.3	No New Liens	16

2.4	Similar Liens and Agreements	18

2.5	Perfection of Liens	19

2.6	Waiver of Marshalling	19

Section 3.	Enforcement	19

3.1	Exercise of Remedies	19

3.2	Cooperation	21

3.3	Actions Upon Breach	22

Section 4.	Nature of Claims; Application	22

4.1	Nature of Claims	22

4.2	Application Provisions	22

4.3	Payments Over	24

4.4	Confirmation of Lien Priorities in Second Lien Obligations Collateral Documents	25

Section 5.	Other Agreements	26

5.1	Releases	26

5.2	Insurance	27

5.3	Amendments	28

5.4	First Lien Agent as Gratuitous Bailees/Gratuitous Agent for Perfection	28

5.5	Refinancings	30

Section 6.	Insolvency or Liquidation Proceedings	30

6.1	Financing and Other Issues	30

6.2	Relief from the Automatic Stay	31

6.3	Adequate Protection	32

6.4	Avoidance Issues	33

6.5	Application	33

6.6	Waivers	33

6.7	Post-Petition Interest	33


6.8	Separate Classification	34

6.9	Voting	35

6.10	Reorganization Securities	35

Section 7.	Reliance; Waivers; etc.	35

7.1	Reliance	35

7.2	No Warranties or Liability	35

7.3	Obligations Unconditional	36

Section 8.	Miscellaneous	36

8.1	Conflicts	36

8.2	Continuing Nature of this Agreement; Severability	37

8.3	Amendments; Waivers	37

8.4	Information Concerning Financial Condition of the Company and its Subsidiaries	37

8.5	Subrogation	37

8.6	Application of Payments	38

8.7	Governing Law; Jurisdiction; Consent to Service of Process; Waivers	38

8.8	WAIVER OF JURY TRIAL	39

8.9	Notices	39

8.10	Further Assurances	40

8.11	Binding on Successors and Assigns	40

8.12	Specific Performance	40

8.13	Section Titles	40

8.14	Counterparts	40

8.15	Authorization	40

8.16	No Third Party Beneficiaries; Successors and Assigns	40

8.17	Effectiveness of Agreement	40

8.18	Agent Capacities	41

8.19	Relative Rights	41

8.20	References	41

8.21	Intercreditor Agreements	41

8.22	Supplements	42

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT is dated as of March 31, 2016 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, this “Agreement”), among ROYAL BANK OF CANADA (“Royal Bank”), in its capacity as the First Lien RBL Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB (“Wilmington”), in its capacity as the Second Lien Agent, each Permitted Additional First Lien Representative (as defined below), each Permitted Third Lien Representative (as defined below), REX ENERGY CORPORATION, a Delaware corporation (together with its successors in such capacity and as provided in Section 8.17, the “Company”), and the subsidiaries of the Company from time to time party hereto.

BACKGROUND

A. WHEREAS, the Company entered into that certain Amended and Restated Credit Agreement dated as of March 27, 2013, among the Company, the lenders party thereto from time to time, Royal Bank, as administrative agent and collateral agent and the other Persons party thereto;

B. WHEREAS, the Company entered into that certain Indenture dated as of the date hereof for those certain 1.00%/8.00% Senior Secured Second Lien Notes Due 2020, among the Company, as Issuer, the subsidiary guarantors named therein, and Wilmington Savings Fund Society, FSB, as Trustee (the “Second Lien Indenture”); and

C. WHEREAS, this Agreement shall, on and after the date hereof, govern the relationship between the First Lien Secured Parties as a group, the Second Lien Secured Parties as a group, and any future Permitted Third Lien Secured Parties as a group, with respect to the Collateral.

Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.

Definitions.

1.1 Defined Terms. Unless otherwise specified herein, capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the RBL Credit Agreement or, if not defined therein, the Second Lien Indenture. As used in this Agreement, the following terms have the meanings specified below:

“Additional First Lien Cap” means, as of any date of determination, an amount that is equal to the result of (a) (i) the greater of (A) $285,000,000, and (B) a principal amount of such Indebtedness permitted to be incurred pursuant to Section 4.06(b)(i)(A) of the Second Lien Indenture as of such date of determination such that, after giving pro forma effect to the incurrence thereof, the PV-10 Value (as defined in the Second Lien Indenture) of the Company’s and its Subsidiaries’ Proved Developed Producing Reserves (as defined in the Second Lien Indenture), determined with respect to the date on which such Indebtedness is incurred, is equal to at least 135% of the principal amount of such Indebtedness, minus (ii) the First Lien RBL Cap as of such date of determination, minus (b) the aggregate amount of principal payments on the Permitted Additional First Lien Obligations (other than any principal payments resulting from a Refinancing permitted under the terms of this Agreement).

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” has the meaning assigned to such term in the preamble hereof.

“All-In-Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issuance discount, upfront fees, a eurodollar or LIBO Rate floor, a base rate floor, or otherwise; provided, that original issuance discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the weighted average life to maturity at the time of its incurrence of the applicable indebtedness); provided, further, that “All-In-Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, amendment fees or other fees paid to one or more arrangers of such indebtedness.

“Bankruptcy Code” means Title 11 of the United States Code.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign bankruptcy, insolvency or receivership law for the relief of debtors.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions are authorized or required by law to close in New York City or the place of payment.

“Collateral” means all assets and properties, whether real, personal or mixed, subject to Liens in favor of any First Lien Secured Parties, any Second Lien Secured Parties, or any Permitted Third Lien Secured Parties created by any of the First Lien Collateral Documents, the Second Lien Collateral Documents, or any Permitted Third Lien Documents, as applicable, including any assets in which any First Lien Agent, the Second Lien Agent, or any Permitted Third Lien Representative, as applicable, is automatically deemed to have a Lien pursuant to the provisions of Section 2.3 and Section 2.4 and including any asset subject to Liens granted pursuant to Section 6 to secure the First Lien Obligations, the Second Lien Obligations, or any Permitted Third Lien Obligations.

“Company” has the meaning assigned to such term in the preamble hereof.

“Comparable Permitted Third Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, those Permitted Third Lien Documents that create a Lien on the same portion of Collateral, granted by the same Obligor or Obligors.

“Comparable Second Lien Collateral Document” means, in relation to any Collateral subject to any Lien created under any First Lien Collateral Document, those Second Lien Collateral Documents that create a Lien on the same portion of Collateral, granted by the same Obligor or Obligors.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract (other than a contract under which a Person, or one or more Persons that otherwise constitute a subsidiary of such Person, provides management, operation or similar services but does not control the policies of such Person (including the appointment of such management)) or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the equity interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Debt Reorganization Securities” has the meaning assigned to such term in Section 6.10.

“Discharge of First Lien Priority Obligations” means that that the Discharge of First Lien Priority RBL Obligations has occurred and the Discharge of Permitted Additional First Lien Priority Obligations has occurred. The term “Discharged” with respect to the First Lien Priority Obligations has a correlative meaning to the foregoing.

“Discharge of First Lien Priority RBL Obligations” means, except to the extent otherwise expressly provided in Section 6.4, (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in the proceeding), expenses (including, without limitation, all legal fees) and premium, if any, on all outstanding First Lien Priority RBL Obligations; (b) payment in full in cash of all other First Lien Priority RBL Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); (c) termination or expiration of all commitments to lend and extend credit and to acquire participations in letters of credit and all obligations to issue, amend, renew or extend letters of credit under the under the First Lien RBL Documents; (d) termination or cash collateralization (in an amount and manner satisfactory to the Issuing Bank that issues any letter of credit constituting First Lien Priority RBL Obligations, but in no event greater than 105% of the aggregate undrawn face amount) of all letters of credit constituting First Lien Priority RBL Obligations; (e) termination of each Secured Swap Agreement and the payment in full in cash by wire transfer of immediately available funds of all obligations thereunder (other than any Secured Swap Agreement with respect to which other arrangements satisfactory in the sole discretion of the Secured Swap Party that is a party to such Secured Swap Agreement have been made and communicated to the First Lien RBL Agent); (f) termination of each Secured Cash Management Agreement and the payment in full in cash by wire transfer of immediately available funds of all obligations thereunder (other than any Secured Cash Management Agreement with respect to which other arrangements satisfactory in the sole discretion of the Secured Cash Management Provider that is a party to such Secured Cash Management Agreement have been made and communicated to the First Lien RBL Agent); and (g) the provision of cash collateral to the applicable First Lien RBL Secured Parties in such amount as such First Lien RBL Secured Parties determine is reasonably necessary to secure such First Lien Secured Parties in respect of any asserted or threatened (in writing) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages for which any of such First Lien RBL Secured Parties may be entitled to indemnification by any Obligor pursuant to the indemnification provisions in the applicable First Lien RBL Documents; provided that the Discharge of First Lien Priority RBL Obligations shall not be deemed to have occurred if such payments are made with the proceeds of a facility designated by the Company as a Refinancing of the First Lien RBL Obligations. In the event that any First Lien Priority RBL Obligations are modified and such First Lien Priority RBL Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code or any other similar provision of another Bankruptcy Law, such First Lien Priority RBL Obligations shall be deemed to be Discharged when the final payment is made, in cash or in the form of consideration otherwise provided for in the applicable Plan of Reorganization, in respect of such Indebtedness and any obligations pursuant to such new Indebtedness shall have been satisfied. The term “Discharged” with respect to the First Lien Priority RBL Obligations has a correlative meaning to the foregoing.

“Discharge of Permitted Additional First Lien Priority Obligations” means (a) payment in full in cash of the principal of, and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in the proceeding), expenses (including, without limitation, all legal fees) and premium, if any, on, all Permitted Additional First Lien Priority Obligations; (b) payment in full in cash or otherwise of all other Permitted Additional First Lien Priority Obligations that are due and payable or otherwise accrued and owing at or

prior to the time such principal and interest are paid (other than indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and (c) the provision of cash collateral to the applicable Permitted Additional First Lien Secured Parties in such amount as such Permitted Additional First Lien Secured Parties determine is reasonably necessary to secure such Permitted Additional First Lien Secured Parties in respect of any asserted or threatened (in writing) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages for which any of such Permitted Additional First Lien Secured Parties may be entitled to indemnification by any Obligor pursuant to the indemnification provisions in the applicable Permitted Additional First Lien Documents; provided that the Discharge of Permitted Additional First Lien Priority Obligations shall not be deemed to have occurred if such payments are made with the proceeds of a facility designated by the Company as a Refinancing of the Permitted Additional First Lien Priority Obligations. In the event that any Permitted Additional First Lien Priority Obligations are modified and such Permitted Additional First Lien Priority Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code or any other similar provision of another Bankruptcy Law, such Permitted Additional First Lien Priority Obligations shall be deemed to be Discharged when the final payment is made, in cash or in the form of consideration otherwise provided for in the applicable Plan of Reorganization, in respect of such Indebtedness and any obligations pursuant to such new Indebtedness shall have been satisfied. The term “Discharged” with respect to the Permitted Additional First Lien Priority Obligations has a correlative meaning to the foregoing.

“Discharge of Second Lien Priority Obligations” means (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest would be allowed in the proceeding), expenses (including, without limitation, all legal fees) and premium, if any, on all Second Lien Priority Obligations; (b) payment in full in cash or otherwise of all other Second Lien Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and (c) the provision of cash collateral to the applicable Second Lien Secured Parties in such amount as such Second Lien Secured Parties determine is reasonably necessary to secure such Second Lien Secured Parties in respect of any asserted or threatened (in writing) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages for which any of such Second Lien Secured Parties may be entitled to indemnification by any Obligor pursuant to the indemnification provisions in the applicable Second Lien Documents; provided that the Discharge of Second Lien Priority Obligations shall not be deemed to have occurred if such payments are made with the proceeds of a facility designated by the Company as a Refinancing of the Second Lien Priority Obligations. In the event that any Second Lien Priority Obligations are modified and such Second Lien Priority Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code or any other similar provision of another Bankruptcy Law, such Second Lien Priority Obligations shall be deemed to be Discharged when the final payment is made, in cash or in the form of consideration otherwise provided for in the applicable Plan of Reorganization, in respect of such Indebtedness and any obligations pursuant to such new Indebtedness shall have been satisfied. The term “Discharged” with respect to the Second Lien Priority Obligations has a correlative meaning to the foregoing.

“Dispose” or “Disposed of” means to convey, sell, lease, exchange, assign, farm-out, transfer or otherwise dispose of any property, business or assets. The term “Disposition” has a correlative meaning to the foregoing.

“Documents” means, collectively, the First Lien Documents, the Second Lien Documents, and any Permitted Third Lien Documents, or any of the foregoing.

“Enforcement Action” means an action to:

(a) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or lease, license or otherwise dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral under any of the First Lien Documents, the Second Lien Documents, or any Permitted Third Lien Documents (including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC or other applicable law, notification to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under letters-in-lieu, bailee’s letter, landlord consents or similar agreements or arrangements, if applicable);

(b) solicit bids from third Persons to conduct the liquidation or disposition of Collateral or to engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting and selling Collateral;

(d) otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity or pursuant to any of the First Lien Documents or Second Lien Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described in the preceding clauses, and exercising voting rights in respect of equity interests comprising Collateral); or

(e) effect the disposition of Collateral by any Obligor (in lieu of a foreclosure sale) after the occurrence and during the continuation of an Event of Default (as defined in the RBL Credit Agreement, any Permitted Additional First Lien Document, the Second Lien Indenture, or any Permitted Third Lien Document) with the consent of the applicable First Lien Agent, the Second Lien Agent, or any Permitted Third Lien Representative, as applicable;

provided that “Enforcement Action” (i) shall not include any forbearance from the exercise of any remedies by any First Lien Agent or any other First Lien Secured Parties, by the Second Lien Agent or any other Second Lien Secured Parties, or by any Permitted Third Lien Representative or any other Permitted Third Lien Secured Parties, as the case may be, and (ii) will be deemed to include the commencement of, or joinder in filing of a petition for commencement of, an Insolvency or Liquidation Proceeding against the owner of Collateral.

“Excess First Lien Obligations” means any Excess Permitted Additional First Lien Obligations and any Excess First Lien RBL Obligations.

“Excess First Lien RBL Obligations” means all First Lien Principal RBL Obligations in excess of the First Lien RBL Cap.

“Excess Permitted Additional First Lien Obligations” means all Permitted Additional First Lien Principal Obligations in excess of the Additional First Lien Cap.

“Excess Second Lien Obligations” means the portion of the principal amount outstanding under the Second Lien Notes that is in excess of the Second Lien Cap.

“First Lien Agent” means the First Lien RBL Agent or any Permitted Additional First Lien Representative, as the context may require, and “First Lien Agents” means the First Lien RBL Agent and any Permitted Additional First Lien Representative.

“First Lien Collateral” means all of the First Lien RBL Collateral and all of the Permitted Additional First Lien Collateral, if any.

“First Lien Collateral Documents” means, collectively, the First Lien RBL Collateral Documents and the Permitted Additional First Lien Collateral Documents.

“First Lien Documents” means, collectively, the First Lien RBL Documents and the Permitted Additional First Lien Documents.

“First Lien Intercreditor Agreement” means any first lien intercreditor agreement between First Lien RBL Agent and any Permitted Additional First Lien Representative.

“First Lien Obligations” means the First Lien RBL Obligations and any Permitted Additional First Lien Obligations.

“First Lien Principal RBL Obligations” means, as of any date of determination, the aggregate unpaid principal of the loans outstanding under the RBL Credit Agreement and reimbursement obligations in respect of letters of credit under the RBL Credit Agreement and the aggregate amount of any make whole, redemption, repayment, prepayment, yield maintenance, or similar premium due and payable upon the repayment or following acceleration of such Indebtedness or following the commencement of any Insolvency or Liquidation Proceeding.

“First Lien Priority Obligations” means all First Lien Priority RBL Obligations and any Permitted Additional First Lien Priority Obligations.

“First Lien Priority RBL Obligations” means all First Lien RBL Obligations other than Excess First Lien RBL Obligations.

“First Lien RBL Agent” means the Person serving as the administrative agent under the RBL Credit Agreement (or the collateral agent, if applicable), together with its successors and permitted assigns under the First Lien Documents exercising substantially the same rights and powers. As of the date hereof, Royal Bank shall be the First Lien RBL Agent.

“First Lien RBL Cap” means, as of any date of determination, an amount that is equal to the sum of (a) the greater of (i) (A) if Permitted Additional First Lien Obligations are outstanding on such date of determination, zero or (B) if Permitted Additional First Lien Obligations are not outstanding on such date of determination, $230,000,000 and (ii) 115% of the sum of (A) the most recently established Borrowing Base (as defined in the RBL Credit Agreement) under the RBL Credit Agreement, plus (B) any or all of the following which is applicable (but without duplication): (x) the amount of any Borrowing Base Deficiency (as defined in the RBL Credit Agreement) and (y) any Revolving Credit Exposures (as defined in the RBL Credit Agreement) in excess of the Aggregate Maximum Credit Amount (as defined in the RBL Credit Agreement) resulting from a reduction of the Aggregate Maximum Credit Amount; provided, however, the amount set forth in clause (B) shall not include any additional amounts in respect of principal to the extent such excess is the result of additional loans advanced or letters of credit issued (other than renewal of outstanding letters of credit in amounts not exceeding the outstanding face amounts) while a Borrowing Base Deficiency is in effect (other than loans and letters of credit that were made or issued, as applicable, without actual knowledge that such loans or letters of

credit were being made or issued while a Borrowing Base Deficiency is in effect), plus (b) the First Lien RBL DIP Amount. Notwithstanding anything herein to the contrary, the calculation of “First Lien RBL Cap” refers to and covers all First Lien Principal RBL Obligations; provided that for purposes of clarification the definition of “First Lien RBL Cap” does not include or apply to (and in no way limits) cash interest or fees due under the First Lien RBL Documents or amounts due under any Secured Swap Agreements or Secured Cash Management Agreements or any other First Lien RBL Obligations.

“First Lien RBL Collateral” means all of the assets and property of any Obligor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien RBL Obligations.

“First Lien RBL Collateral Agreement” means the Amended and Restated Guaranty and Collateral Agreement dated as of March 27, 2013, among the Company, each other Obligor party thereto and the First Lien RBL Agent, as amended, restated, supplemented or otherwise modified from time to time to the extent not in contravention with the terms hereof.

“First Lien RBL Collateral Documents” means, collectively, the First Lien RBL Collateral Agreement, any of the other “Security Instruments” (or comparable terms) as defined in the RBL Credit Agreement, and any other agreements, documents or instruments pursuant to which a Lien is granted or purported to be granted to secure any First Lien RBL Obligation or under which rights or remedies with respect to such Liens are granted.

“First Lien RBL DIP Amount” means, after the commencement of an Insolvency or Liquidation Proceeding by any Obligor, the greater of (a) $15,000,000 and (b) 10% of the most recently established Borrowing Base (as defined in the RBL Credit Agreement) under the RBL Credit Agreement.

“First Lien RBL Documents” means (i) the RBL Credit Agreement, the “Loan Documents” (as defined in the RBL Credit Agreement), the First Lien RBL Collateral Documents, and any other documentation in respect of the RBL Facility; (ii) each Secured Swap Agreement; (iii) each Secured Cash Management Agreement; (iv) each other agreement, document, or instrument providing for, evidencing, guaranteeing, or securing, any First Lien RBL Obligations; and (v) any other document or instrument executed or delivered at any time in connection with any First Lien RBL Obligations, including any guaranty of or grant of Collateral to secure any such First Lien RBL Obligations, and any intercreditor or joinder agreement to which holders of First Lien RBL Obligations are parties.

“First Lien RBL Obligations” means all obligations of the Company and the other Obligors under the RBL Credit Agreement and the other First Lien RBL Documents, including, without limitation, (a) any and all obligations with respect to the payment of any principal, interest or make whole, redemption, repayment, prepayment, yield maintenance, or similar premium, and any reimbursement obligation in respect of any letter of credit, including, without limitation, interest accruing after the filing of a petition initiating any proceeding under the Bankruptcy Code, and any fees, indemnification obligations, expense reimbursement obligations or other liabilities, (b) any obligation to post cash collateral in respect of letters of credit or any other obligations constituting Indebtedness or other obligations under the First Lien RBL Documents, (c) all guarantees by the Guarantors of all obligations of the Obligors under the First Lien RBL Documents, the Secured Swap Agreements and the Secured Cash Management Agreements; (d) all obligations under any Secured Swap Agreement; (e) all obligations under any Secured Cash Management Agreement; and (f) all obligations under any agreement or instrument granting or providing for the perfection of a Lien securing any of the foregoing. Without limitation of the foregoing, “First Lien RBL Obligations” shall include any and all “Indebtedness” as such term is defined in the RBL Credit Agreement. To the extent any payment with respect to the First Lien RBL Obligations (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or

required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. “First Lien RBL Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant First Lien RBL Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“First Lien RBL Secured Parties” means, at any time, (a) the First Lien RBL Agent, any other agents under the RBL Credit Agreement, each Issuing Bank, the RBL Lenders, each Secured Swap Party, each Secured Cash Management Provider, and all other holders of First Lien RBL Obligations at such time, and (b) the successors and assigns of each of the foregoing.

“First Lien Secured Parties” means the First Lien RBL Secured Parties and any Permitted Additional First Lien Secured Parties.

“Guarantors” means each subsidiary of the Company that guarantees or is required to guarantee the Indebtedness under the First Lien Documents, the Second Lien Documents, or any Permitted Third Lien Documents.

“Indebtedness” means and includes all obligations that constitute “Indebtedness,” “Debt” or other comparable terms as defined in the RBL Credit Agreement, the Second Lien Indenture, any Permitted Additional First Lien Document, or any Permitted Third Lien Document, as applicable.

“Insolvency or Liquidation Proceeding” means (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Obligor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Obligor or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of any Obligor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (except to the extent permitted by the applicable Documents) or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Obligor.

“Issuing Bank” means any issuer of letters of credit under the RBL Credit Agreement, including, without limitation, the Issuing Bank or any Issuing Bank (as any such term is defined in the RBL Credit Agreement).

“Joinder” means a joinder agreement to this Agreement substantially in the form of Exhibit A.

“Lien” means any lien (including, without limitation, judgment liens and liens arising by operation of law, subrogation, or otherwise), mortgage or deed of trust, pledge, hypothecation, assignment, security interest, charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof), and any option, call, trust, UCC financing statement, or other preferential arrangement having the practical effect of any of the foregoing, including any right of set-off or recoupment, whether based on or arising under common law, statute, contract or otherwise, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, deposit, security agreement, conditional sale or trust receipt, mechanic’s or materialman’s lien, or a lease, consignment or bailment, or any other charge or encumbrance for security purposes or (b) production payments and the like payable out of Oil and Gas Properties.

“New York Courts” has the meaning assigned to such term in Section 8.7(b).

“obligations” means all obligations of every nature of a Person owed to any obligee under an agreement, whether for principal, interest, or payments for early termination, fees, expenses, indemnification, or otherwise, and all guaranties of any of the foregoing, whether absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Person of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Obligors” means the Company, each Guarantor and each Pledgor.

“Permitted Additional First Lien Collateral” means all of the assets and property of any Obligor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Permitted Additional First Lien Obligations.

“Permitted Additional First Lien Collateral Documents” means, collectively, any agreements, documents or instruments pursuant to which a Lien is granted or purported to be granted to secure any Permitted Additional First Lien Obligations or under which rights or remedies with respect to such Liens are granted.

“Permitted Additional First Lien Documents” means, at any time, each of the notes, agreements, documents, collateral documents, joinders and instruments providing for or evidencing any Permitted Additional First Lien Obligations as well as any other document or instrument executed or delivered at any time in connection with any Permitted Additional First Lien Obligations, to the extent such are effective at the relevant time.

“Permitted Additional First Lien Obligations” means Indebtedness, excluding the First Lien RBL Obligations, that is expressly permitted under the RBL Credit Agreement (or that has been consented to in writing by the requisite RBL Lenders in accordance with the RBL Credit Agreement) and the Second Lien Indenture, qualifies as “Permitted Debt” under Section 4.06(b)(i) of the Second Lien Indenture, and is the subject of a Joinder. Without limiting the foregoing, “Permitted Additional First Lien Obligations” shall include all “Indebtedness” as defined in the Second Lien Indenture, including but not limited to all cash interest, accrued or accruing.

“Permitted Additional First Lien Principal Obligations” means, as of any date of determination, the aggregate unpaid principal of the loans outstanding under any Permitted Additional First Lien Documents and the aggregate amount of any make whole, redemption, repayment, prepayment, yield maintenance, or similar premium due and payable upon the repayment or following acceleration of such Indebtedness or following the commencement of any Insolvency or Liquidation Proceeding.

“Permitted Additional First Lien Priority Obligations” means all Permitted Additional First Lien Obligations other than Excess Permitted Additional First Lien Obligations.

“Permitted Additional First Lien Representative” means, at any time, each duly authorized representative, trustee or agent of any holders of Permitted Additional First Lien Obligations which representative, trustee or agent has executed a Joinder and which is a party to the Permitted Additional First Lien Documents.

“Permitted Additional First Lien Secured Parties” means, at any time, the Permitted Additional First Lien Representative and all holders of Permitted Additional First Lien Obligations at such time.

“Permitted Remedies” means, with respect to any Second Lien Obligations or Permitted Third Lien Obligations,

(a) filing a claim, proof of claim, or statement of interest with respect to such Second Lien Obligations or any Permitted Third Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Obligor;

(b) taking any action (not adverse to the Liens on the Collateral securing any First Lien Obligations (or with respect to Permitted Remedies by any Permitted Third Lien Secured Party, the Second Lien Obligations), the priority status thereof, or the rights of any First Lien Agent or any of the other First Lien Secured Parties (or with respect to Permitted Remedies by any Permitted Third Lien Secured Party, the Second Lien Agent or any of the other Second Lien Secured Parties) to exercise rights, powers and/or remedies in respect thereof) in order to create, prove, preserve, perfect or protect (but not enforce) its rights in and perfection and priority of its Lien on any of the Collateral;

(c) filing any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Lien Secured Parties or any Permitted Third Lien Secured Parties, as applicable, including any claims secured by the Collateral securing the Second Lien Obligations or any Permitted Third Lien Obligations, as applicable, in each case in accordance with the terms of this Agreement;

(d) filing any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under either any Insolvency or Liquidation Proceeding or applicable non-Bankruptcy Law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction);

(e) voting on any Plan of Reorganization that is consistent with the terms of this Agreement (including, without limitation, Section 6.9), filing any proof of claim, making other filings and making any arguments, obligations, and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement;

(f) bidding for or purchasing Collateral at any public, private, or judicial foreclosure upon Collateral initiated by any First Lien Secured Party, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations or any Permitted Third Lien Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Priority Obligations; and

(f) solely with respect to the Second Lien Secured Parties and the Second Lien Obligations, from and after the Second Lien Enforcement Date (but subject, in any event, to Section 4.2 and Section 4.3), (i) taking any Enforcement Actions with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Agent or any other Second Lien Secured Party is a party) or (ii) commencing or joining with any Person (other than any First Lien Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any action of foreclosure).

“Permitted Third Lien Collateral” means all of the assets and property of any Obligor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Permitted Third Lien Obligations.

“Permitted Third Lien Documents” means, at any time, each of the notes, agreements, documents, collateral documents, joinders and instruments providing for or evidencing any Permitted Third Lien Obligations as well as any other document or instrument executed or delivered at any time in connection with any Permitted Third Lien Obligations, to the extent such are effective at the relevant time.

“Permitted Third Lien Obligations” means Indebtedness that is permitted under the RBL Credit Agreement, any Permitted First Lien Additional Documents and the Second Lien Indenture, qualifies as “Junior Lien Debt” under the Second Lien Indenture, and is the subject of a Joinder.

“Permitted Third Lien Representative” means, at any time, each duly authorized representative, trustee or agent of any holders of Permitted Third Lien Obligations which representative, trustee or agent has executed a Joinder and which is a party to the Permitted Third Lien Obligations Documents.

“Permitted Third Lien Secured Parties” means, at any time, the Permitted Third Lien Representative and all holders of Permitted Third Lien Obligations at such time.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability company, limited liability partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organizations, whether or not legal entities, governmental authority, or other entity.

“Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.

“Pledged Collateral” means the Collateral in the possession or control of any Representative (or its agents or bailees), to the extent that possession or control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction.

“Pledgors” means the Company and each of its subsidiaries that shall have granted any Lien in favor of any Representative or any other Secured Parties on any of its assets or properties to secure any of the Secured Obligations.

“Post-Petition Claims” means, collectively, interest, fees, costs, expenses and other charges that pursuant to any First Lien Document, any Second Lien Document, or any Permitted Third Lien Document continue to accrue after the commencement of an Insolvency or Liquidation Proceeding.

“Proceeds” means (a) all “proceeds,” as defined in Article 9 of the UCC, of the Collateral, and (b) whatever is recovered when Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily, including any additional or replacement Collateral provided during any Insolvency or Liquidation Proceeding and any payment, property or distributions received in an Insolvency or Liquidation Proceeding on account of any “secured claim” (within the meaning of section 506(b) of the Bankruptcy Code or similar Bankruptcy Law).

“RBL Credit Agreement” means that certain Amended and Restated Credit Agreement dated as of March 27, 2013, among the Company, the lenders party thereto from time to time and the First Lien RBL Agent, as amended, restated, supplemented, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, refinanced, extended or otherwise modified from time to time to the extent not in contravention with the terms hereof, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case to the extent not in contravention with the terms hereof (except to the extent any such refinancing, replacement or restructuring is designated by the Company to not be included in the definition of “RBL Credit Agreement”).

“RBL DIP Financing” has the meaning assigned to such term in Section 6.1(a).

“RBL Facility” means the revolving credit facility provided for in the RBL Credit Agreement.

“RBL Lenders” means the “Lenders” under and as defined in the RBL Credit Agreement.

“Recovery” has the meaning assigned to such term in Section 6.4.

“Refinance” means, in respect of any Indebtedness (or, in the case of any revolving or similar credit facility, any undrawn and available commitments in respect of Indebtedness), to amend, restate, supplement, waive, replace (whether or not upon termination, and whether with the original parties or otherwise), restructure, repay, refund, refinance or otherwise modify from time to time (including by means of any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the obligations under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof). “Refinanced” and “Refinancing” have correlative meanings.

“Reorganization Securities” has the meaning assigned to such term in Section 6.10.

“Representative” means (a) in respect of the First Lien RBL Obligations or the First Lien RBL Secured Parties, the First Lien RBL Agent, (b) in respect of any Permitted Additional First Lien Obligations or any Permitted Additional First Lien Secured Parties, the applicable Permitted Additional First Lien Representative, (c) in respect of the Second Lien Obligations or the Second Lien Secured Parties, the Second Lien Agent, and (d) in respect of any Permitted Third Lien Obligations or any Permitted Third Lien Secured Parties, the applicable Permitted Third Lien Representative.

“Royal Bank” has the meaning assigned to such term in the preamble hereof.

“Second Lien Agent” means the collateral trustee for the Second Lien Secured Parties, together with its successors and permitted assigns under the Second Lien Indenture exercising substantially the same rights and powers. As of the date hereof, Wilmington shall be the Second Lien Agent.

“Second Lien Cap” means the result of (a) $728,705,604, minus (b) the aggregate amount of principal payments on the Second Lien Notes (other than payments in connection with a Refinancing permitted under the terms of this Agreement). For the avoidance of doubt, and notwithstanding anything herein to the contrary, the calculation of “Second Lien Cap” refers only to Second Lien Principal Obligations and does not include or apply to (and in no way caps) interest, fees or other amounts due under the Second Lien Documents.

“Second Lien Collateral” means all of the assets and property of any Obligor, whether real, Personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

“Second Lien Collateral Documents” means, collectively, each of the “Security Documents” (or comparable term) as defined in the Second Lien Indenture, and any other agreements, documents or instruments pursuant to which a Lien is granted or purported to be granted to secure any Second Lien Obligation or under which rights or remedies with respect to such Liens are granted.

“Second Lien Documents” means, collectively, the documentation in respect of the Second Lien Notes, including the Second Lien Indenture, the Second Lien Collateral Documents and any other “Note Documents” (or comparable term) as defined in the Second Lien Indenture.

“Second Lien Enforcement Date” means the date which is 180 days after the occurrence of (a) an Event of Default (under and as defined in the Second Lien Indenture) and acceleration of the indebtedness incurred pursuant to the Second Lien Notes and (b) each First Lien Agent’s receipt of written notice from the Second Lien Agent certifying that an Event of Default (under and as defined in the Second Lien Indenture) has occurred and is continuing and that there has been an acceleration of the Indebtedness incurred pursuant to the Second Lien Notes; provided that the Second Lien Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (i) at any time any First Lien Agent or any First Lien Secured Party have commenced and are diligently pursuing in good faith any exercise of rights and remedies with respect to all or a material portion of the Collateral and (ii) at any time the Obligor which has granted a security interest in the applicable Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Second Lien Indenture” has the meaning assigned to such term in the recitals, as such indenture is as amended, restated, supplemented, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, refinanced, extended or otherwise modified from time to time to the extent not in contravention with the terms hereof, including any agreement or indenture extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof (except to the extent any such refinancing, replacement or restructuring is designated by the Company to not be included in the definition of “Second Lien Indenture”), in each case to the extent not in contravention with the terms hereof.

“Second Lien Notes” means the notes issued pursuant to and in accordance with the Second Lien Indenture.

“Second Lien Obligations” means all obligations of the Company and the other Obligors under the Second Lien Indenture and the other Second Lien Documents, including, without limitation, (i) any and all obligations with respect to the payment of any principal, interest or make whole, redemption, repayment, prepayment, yield maintenance, or similar premium, including, without limitation, interest accruing after the filing of a petition initiating any proceeding under the Bankruptcy Code, and any fees, indemnification obligations, expense reimbursement obligations or other liabilities, (ii) all guarantees by the Guarantors of all obligations of the Obligors under the Second Lien Documents and (iii) all obligations under any agreement or instrument granting or providing for the perfection of a Lien securing any of the foregoing. To the extent any payment with respect to the Second Lien Obligations (whether by or on behalf of any Obligor, as proceeds of security, enforcement of any right of set off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. “Second

Lien Obligations” shall include all interest accrued or accruing (or which would, absent commencement of an Insolvency or Liquidation Proceeding, accrue) after commencement of an Insolvency or Liquidation Proceeding in accordance with the rate specified in the relevant Second Lien Document whether or not the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

“Second Lien Principal Obligations” means, as of any date of determination, the aggregate unpaid principal outstanding under the Second Lien Notes.

“Second Lien Priority Obligations” means all Second Lien Obligations other than Excess Second Lien Obligations.

“Second Lien Secured Parties” means the Persons holding any Second Lien Obligations, including the Second Lien Agent.

“Secured Obligations” means, collectively, the First Lien Obligations, the Second Lien Obligations and any Permitted Third Lien Obligations, or any of the foregoing.

“Secured Parties” means, collectively, the First Lien Secured Parties, the Second Lien Secured Parties and any Permitted Third Lien Secured Parties, or any of the foregoing.

“Secured Cash Management Agreement” has the meaning assigned to such term in the RBL Credit Agreement (or equivalent term in any Refinancing thereof).

“Secured Cash Management Provider” has the meaning assigned to such term in the RBL Credit Agreement (or equivalent term in any Refinancing thereof).

“Secured Swap Agreement” has the meaning assigned to such term in the RBL Credit Agreement (or equivalent term in any Refinancing thereof).

“Secured Swap Party” means (a) a “Secured Swap Party” as such term is defined in the RBL Credit Agreement (or equivalent term in any Refinancing thereof) and (b) any other Person identified to each of the First Lien Agents and the Second Lien Agent in writing by Company on or after the date hereof and approved in writing by each First Lien Agent.

“subsidiary” means, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York, unless otherwise provided herein.

“Wilmington” has the meaning assigned to such term in the preamble hereof.

1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be

construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement, (e) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) the term “or” is not exclusive.

SECTION 2.

Treatment of Liens.

2.1 Priority of Liens. Notwithstanding (a) the date, time, method, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to secure any First Lien Obligations on the Collateral or of any Liens granted to secure any Second Lien Obligations on the Collateral, (b) any provision of the UCC, any Bankruptcy Law or any other applicable law, (c) any provision of any of the First Lien Documents, the Second Lien Documents, or any Permitted Third Lien Documents, (d) whether any First Lien Secured Party, Second Lien Secured Party, or Permitted Third Lien Secured Party, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (e) the fact that any Liens granted to secure any Permitted Third Lien Obligations, any Liens granted to secure the Second Lien Obligations, or any Liens granted to secure any First Lien Obligations (or portions thereof) may be subordinated, voided, avoided, invalidated or lapsed or (f) any other circumstance of any kind or nature whatsoever, each of each First Lien Agent, for itself and on behalf of the First Lien Secured Parties it represents, and the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, hereby agrees that:

(i) any Lien on the Collateral securing any First Lien Priority Obligations (or portions thereof) will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations for all purposes,

(ii) any Lien on the Collateral securing any Second Lien Obligations will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), be junior and subordinate in all respects to any Liens on the Collateral securing any First Lien Priority Obligations (or portions thereof) for all purposes,

(iii) any Lien on the Collateral securing any Second Lien Priority Obligations will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Excess First Lien Obligations (or portions thereof) for all purposes,

(iv) any Lien on the Collateral securing any Excess First Lien Obligations (or portions thereof) will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), be junior and subordinate in all respects to any Liens on the Collateral securing any Second Lien Priority Obligations for all purposes,

(v) any Lien on the Collateral securing any First Lien Obligations (or portions thereof) and any Lien on the Collateral securing any Second Lien Obligations will at all times, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), have priority over and be senior in all respects and prior to any Lien on the Collateral securing any Permitted Third Lien Obligations (or portions thereof) for all purposes, and

(vi) any Lien on the Collateral securing any Permitted Third Lien Obligations (or portions thereof) will at all time, regardless of how acquired (whether by grant, statute, operation of law, subrogation or otherwise), be junior and subordinate in all respects to any Liens on the Collateral securing any First Lien Obligations (or portions thereof) and any Liens on the Collateral securing any Second Lien Obligations for all purposes.

2.2 Prohibition on Contesting Liens. Each Permitted Third Lien Representative, for itself and on behalf of the Permitted Third Lien Secured Parties it represents, the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, and each First Lien Agent, for itself and on behalf of the First Lien Secured Parties it represents, agrees that it shall not (and hereby waives any right to) take any action to challenge, contest or support any other Person in contesting or challenging, directly or indirectly, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority or enforceability of (a) a Lien securing any First Lien Obligations (or portions thereof) held (or purported to be held) by or on behalf of any of the First Lien Secured Parties or any agent or trustee therefor in any Collateral or any other Lien, collateral or security in respect of any First Lien Obligations (or portions thereof), (b) a Lien securing any Second Lien Obligations held (or purported to be held) by or on behalf of any of the Second Lien Secured Parties or any agent or trustee therefor in any Collateral or any other Lien, collateral or security in respect of the Second Lien Obligations, as the case may be, or (c) a Lien securing any Permitted Third Lien Obligations held (or purported to be held) by or on behalf of any of the Permitted Third Lien Secured Parties or any agent or trustee therefor in any Collateral or any other Lien, collateral or security in respect of any Permitted Third Lien Obligations, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of (i) any First Lien Agent or any other First Lien Secured Party to enforce this Agreement (including the priority of Lien provisions set forth in Section 2.1 or the provisions for exercise of remedies) or any of the First Lien Documents, or (ii) the Second Lien Agent or any other Second Lien Secured Party to enforce this Agreement (including the priority of Lien provisions set forth in Section 2.1 or the provisions for exercise of remedies) or any of the Second Lien Documents.

2.3 No New Liens.

(a) Subject to Section 6, the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Obligor, it shall not acquire or hold any Lien on any assets of the Company or any other Obligor securing any Second Lien Obligations that are not also subject to first-priority Liens securing all of the First Lien Obligations under the First Lien Documents. Subject to Section 6, if the Second Lien Agent or any Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any property that is not also subject to a first-priority Lien in respect of all of the First Lien Obligations under the First Lien Documents, then the Second Lien Agent or such Second Lien Secured Party, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of each First Lien Agent as security for the applicable First Lien Obligations (subject to Section 4.2 and Section 4.3 and other terms hereof) and shall promptly notify each First Lien Agent in writing of the existence of such Lien (if and to the extent the Second Lien Agent or such Second Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by any First Lien Agent to assign such Liens to each

First Lien Agent as security for the applicable First Lien Obligations, provided that the Second Lien Agent or such Second Lien Secured Party may retain a second-priority Lien on such property for the benefit of the Second Lien Secured Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Agent and/or any other First Lien Secured Parties, the Second Lien Agent, on behalf of Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3(a) shall be subject to Section 4.2 and Section 4.3.

(b) Subject to Section 6, each Permitted Third Lien Representative, for itself and on behalf of the Permitted Third Lien Secured Parties it represents, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Obligor, it shall not acquire or hold any Lien on any assets of the Company or any other Obligor securing any Permitted Third Lien Obligations that are not also subject to first-priority Liens securing all of the First Lien Obligations under the First Lien Documents and second-priority Liens securing all of the Second Lien Obligations under the Second Lien Documents. Subject to Section 6, if any Permitted Third Lien Representative or any Permitted Third Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any property that is not also subject to a first-priority Lien in respect of all of the First Lien Obligations under the First Lien Documents and a second-priority Lien in respect of all Second Lien Obligations under the Second Lien Documents, then such Permitted Third Lien Representative or such Permitted Third Lien Secured Party, as the case may be, shall, without the need for any further consent of any Person and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of each First Lien Agent as security for the applicable First Lien Obligations (subject to Section 4.2 and Section 4.3 and other terms hereof) and the Second Lien Agent as security for the Second Lien Obligations (subject to Section 4.2 and Section 4.3 and the other terms hereof) and shall promptly notify each First Lien Agent and the Second Lien Agent in writing of the existence of such Lien (if and to the extent such Permitted Third Lien Representative or such Permitted Third Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by any First Lien Agent or the Second Lien Agent to assign such Liens to each First Lien Agent and the Second Lien Agent as security for the applicable First Lien Obligations and the Second Lien Obligations, provided that such Permitted Third Lien Representative or such Permitted Third Lien Secured Party may retain a third-priority Lien on such property for the benefit of the Permitted Third Lien Secured Parties. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Agent and/or any other First Lien Secured Parties or the Second Lien Agent and/or any other Second Lien Secured Parties, each Permitted Third Lien Representative, on behalf of Permitted Third Lien Secured Parties it represents, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3(a) shall be subject to Section 4.2 and Section 4.3.

(c) Each First Lien Agent, for itself and on behalf of the First Lien Secured Parties it represents, agrees that, if such First Lien Agent shall acquire or hold any Lien on any assets of the Company or any other Obligor securing any First Lien Obligations that is not also subject to a second-priority Lien in respect of the Second Lien Obligations under the Second Lien Documents or a third-priority Lien in respect of any Permitted Third Lien Obligations under any Permitted Third Lien Documents (other than any Lien on collateral securing RBL DIP Financing provided pursuant to Section 6.1(a)), then such First Lien Agent shall, reasonably promptly upon obtaining actual knowledge of the existence of such Lien, notify the Second Lien Agent and each Permitted Third Lien Representative (as the case may be) of the existence of such Lien and permit the Second Lien Agent and/or such Permitted Third Lien Representative (as the case may be) to take such actions as may be reasonably necessary to permit the Second Lien Agent to obtain a second-priority Lien on such property for the benefit of the Second Lien Secured Parties and/or such Permitted Third Lien Representative to obtain a third-priority Lien on such property for the benefit of the Permitted Third Lien Secured Parties.

(d) The Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, agrees that, if such Second Lien Agent shall acquire or hold any Lien on any assets of the Company or any other Obligor securing any Second Lien Obligations that is not also subject to a third-priority Lien in respect of any Permitted Third Lien Obligations under any Permitted Third Lien Documents, then the Second Lien Agent shall, reasonably promptly upon obtaining actual knowledge of the existence of such Lien, notify each Permitted Third Lien Representative of the existence of such Lien and permit such Permitted Third Lien Representative to take such actions as may be reasonably necessary to permit such Permitted Third Lien Representative to obtain a third-priority Lien on such property for the benefit of the Permitted Third Lien Secured Parties.

For the avoidance of doubt and anything to the contrary contained in this Section 2.3, any Liens in which any Secured Party is deemed to have pursuant to this Section 2.3 shall be subject to the priorities set forth in Section 2.1 of this Agreement.

2.4 Similar Liens and Agreements. The parties hereto agree that it is their intention that the First Lien Collateral, the Second Lien Collateral, and any Permitted Third Lien Collateral be identical. To the extent that, notwithstanding this Section 2.4, the First Lien Collateral, Second Lien Collateral, and the Permitted Third Lien Collateral are not identical, (w) each Permitted Third Lien Representative, on behalf of the Permitted Third Lien Secured Parties it represents, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Permitted Third Lien Collateral that is not First Lien Collateral and/or Second Lien Collateral, shall be subject to Section 4.2 and Section 4.3, (x) the Second Lien Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Second Lien Collateral that is not First Lien Collateral, shall be subject to Section 4.2 and Section 4.3, (y) the Second Lien Agent, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on Second Lien Collateral that is not Permitted Third Lien Collateral, shall, to the extent such amounts are in excess of the amount necessary to result in the Discharge of Second Lien Priority Obligations, be subject to Section 4.2, and (z) each First Lien Agent, on behalf of the First Lien Secured Parties it represents, agrees that any amounts received by or distributed to any of them after an Enforcement Action pursuant to or as a result of Liens on First Lien Collateral that is not Second Lien Collateral (other than with respect to any collateral securing RBL DIP Financing provided pursuant to Section 6.1(a)), shall, to the extent such amounts are in excess of the amount necessary to result in the Discharge of First Lien Priority Obligations, be subject to Section 4.2. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by any First Lien Agent, the Second Lien Agent, or any Permitted Third Lien Representative, the parties will cooperate in good faith to determine the specific items included in the First Lien Collateral, the Second Lien Collateral, and any Permitted Third Lien Collateral, the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents, the Second Lien Documents, and the Permitted Third Lien Documents; and

(b) that the documents and agreements creating or evidencing the First Lien Collateral, the Second Lien Collateral, and any Permitted Third Lien Collateral shall be in all material respects the same forms of documents other than with respect to the identity of the Persons that are parties thereto or secured thereby and other matters contemplated by this Agreement (and for the avoidance of doubt, initially such documents and agreements creating or evidencing the Second Lien Collateral and/or any Permitted Third Lien Collateral shall be based upon the same forms of documents and agreements creating or evidencing First Lien Collateral in effect as of the date hereof).

2.5 Perfection of Liens. Subject to Section 5.4 hereof, none of any First Lien Agent or any other First Lien Secured Party shall be responsible for perfecting or maintaining the perfection of Liens with respect to the Collateral for the benefit of the Second Lien Agent or any other Second Lien Secured Party and/or for the benefit of any Permitted Third Lien Representative or any other Permitted Third Lien Secured Party. Subject to Section 5.4 hereof, none of the Second Lien Agent or any other Second Lien Secured Party shall be responsible for perfecting or maintaining the perfection of Liens with respect to the Collateral for the benefit of any Permitted Third Lien Representative or any other Permitted Third Lien Secured Party. The provisions of this Agreement are intended solely to govern the respective Lien priorities as among the First Lien Secured Parties, the Second Lien Secured Parties, and any Permitted Third Lien Secured Parties, and shall not impose on any First Lien Agent, any other First Lien Secured Party, the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party, or any agent, or trustee for any of the foregoing Persons any obligations in respect of the Disposition of Proceeds of any Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

2.6 Waiver of Marshalling.

(a) Until the Discharge of First Lien Priority Obligations, each of the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, and each Permitted Third Lien Representative, for itself and on behalf of the Permitted Third Lien Secured Parties it represents, agrees not to assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

(b) In addition, until the Second Lien Obligations have been paid in full in cash, each Permitted Third Lien Representative, for itself and on behalf of the Permitted Third Lien Secured Parties it represents, agrees not to assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

SECTION 3.

Enforcement.

3.1 Exercise of Remedies.

(a) So long as the Discharge of First Lien Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Obligor:

(i) the First Lien Agents shall have the exclusive right (subject to any applicable First Lien Intercreditor Agreement as between the First Lien Agents), in each case with respect to Collateral, to (x) take Enforcement Actions, (y) make determinations regarding the time and method for the release, Disposition or restrictions with respect to any Collateral without any consultation with or the consent of the Second Lien Agent or any Second Lien Secured Party, and (z) otherwise enforce the rights and remedies of a secured creditor under the UCC and the Bankruptcy Law of any applicable jurisdiction, so long as any Proceeds of any

Collateral received by the First Lien Agents and other First Lien Secured Parties in the aggregate in excess of those necessary to achieve the Discharge of First Lien Priority Obligations are distributed in accordance with Section 4.2, except as otherwise required pursuant to the UCC and applicable law; and

(ii) none of the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party will:

(x) take any Enforcement Action or otherwise enforce the rights and remedies of a secured creditor under the UCC and the Bankruptcy Law of any applicable jurisdiction,

(y) contest, protest or object to, or take any action to hinder, and each waives any and all claims with respect to, any Enforcement Action (including foreclosure proceeding or action brought with respect to the Collateral or any other collateral or security) taken by any First Lien Agent or any other First Lien Secured Party in respect of the First Lien Obligations (or any portion thereof), the exercise of any right by any First Lien Agent or any other First Lien Secured Parties (or any agent or sub-agent on their behalf) in respect of the First Lien Obligations (or any portion thereof) under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Agent or any other Second Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Collateral or any other Lien, collateral or security under the First Lien Documents or otherwise in respect of the First Lien Obligations (or any portion thereof), in each case, so long as any Proceeds of any Collateral received by the First Lien Agents and other First Lien Secured Parties in the aggregate in excess of those necessary to achieve the Discharge of First Lien Priority Obligations are distributed in accordance with Section 4.2, or

(z) object to the forbearance by any First Lien Agent or any other First Lien Secured Party from bringing or pursuing any Enforcement Action relating to the Collateral or any other Lien, collateral or security under any of the First Lien Documents or otherwise in respect of the First Lien Obligations (or any portion thereof), or attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Lien Obligations (or any portion thereof) or any First Lien Collateral Documents, including this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement;

provided, however, that the Second Lien Agent, the other Second Lien Secured Parties, each Permitted Third Lien Representative, and the other Permitted Third Lien Secured Parties may take any Permitted Remedies. In taking Enforcement Actions or otherwise exercising rights and remedies with respect to any Collateral or any other Lien, collateral or security in respect of the First Lien Obligations (or any portion thereof), each First Lien Agent or any other First Lien Secured Party in respect of the First Lien Obligations may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such enforcement and exercise shall include the rights of an agent appointed by them to sell or otherwise Dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b) So long as the Discharge of First Lien Priority Obligations has not occurred, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agree that it will not, take or receive any Collateral or any Proceeds of Collateral in connection with any Enforcement Action or the exercise of any other right or remedy (including setoff or recoupment) with respect to any Collateral. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Priority Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) and otherwise with respect to the Permitted Remedies, the sole right of the Second Lien Agent, the other Second Lien Secured Parties, each Permitted Third Lien Representative, and the other Permitted Third Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Documents or Permitted Third Lien Documents, as applicable, for the period and to the extent granted therein and to receive a share of the Proceeds thereof in accordance with Section 4.2, if any, after the Discharge of First Lien Priority Obligations has occurred.

(c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agree that it will not take any action that would hinder any Enforcement Action by any First Lien Secured Party or any exercise of remedies undertaken by any First Lien Agent or any other First Lien Secured Party with respect to the Collateral, including any Disposition of the Collateral, whether by foreclosure or otherwise; (ii) the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each acknowledges that any First Lien Secured Party may direct any First Lien Agent to take Enforcement Actions or otherwise enforce rights or exercise remedies (v) in any manner in its sole discretion in compliance with applicable law, (w) without consultation with or the consent of any Second Lien Secured Parties or any Permitted Third Lien Secured Parties, (x) regardless of whether or not an Insolvency or Liquidation Proceeding has commenced, (y) regardless of any provision of any Second Lien Documents or any Permitted Third Lien Documents (other than this Agreement) and (z) regardless of whether or not such exercise is adverse to the interest of any Second Lien Secured Parties or any Permitted Third Lien Secured Parties; and (iii) subject to Section 4.2, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, each hereby waives any and all rights it may have as a secured creditor or otherwise to object to the manner in which any First Lien Agent seeks to enforce or collect the First Lien Obligations (or any portion thereof) or the Liens granted to secure any First Lien Obligations (or any portion thereof), regardless of whether any action or failure to act by or on behalf of any First Lien Agent or any First Lien Secured Party is adverse to the interests of any of the Second Lien Secured Parties or any of the Permitted Third Lien Secured Parties. Notwithstanding the foregoing, any such release of the Collateral shall be subject to Section 5.1.

(d) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document to which it is a party or any Permitted Third Lien Document to which it is a party shall be deemed to restrict in any way the rights and remedies of any First Lien Agent or any other First Lien Secured Party with respect to the Collateral and the application of any Proceeds with respect thereto, in each case, as set forth in this Agreement and any First Lien Documents.

3.2 Cooperation. Subject to the proviso in clause (ii) of Section 3.1(a), the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, each agrees that, unless and until the Discharge of First Lien Priority Obligations has occurred, it will not commence, or join with any Person (other than any First Lien Agent and the other First Lien Secured Parties, upon the request thereof) in

commencing, any Enforcement Action (including any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral or otherwise in respect of the Second Lien Obligations or any Permitted Third Lien Obligations secured by the Collateral).

3.3 Actions Upon Breach. If any Second Lien Secured Party or any Permitted Third Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to take or threatens to take any Enforcement Action or other action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement), this Agreement shall create an irrebuttable presumption and admission by such Second Lien Secured Party or such Permitted Third Lien Secured Party that relief against such Second Lien Secured Party or such Permitted Third Lien Secured Party by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Secured Parties, it being understood and agreed by the Second Lien Agent, the other Second Lien Secured Parties, each Permitted Third Lien Representative, and the other Permitted Third Lien Secured Parties that (a) the First Lien Secured Parties’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (b) each Second Lien Secured Party and each Permitted Third Lien Secured Party waives any defense that the Obligors and/or the First Lien Secured Parties cannot demonstrate damage and/or can be made whole by the awarding of damages.

SECTION 4.

Nature of Claims; Application.

4.1 Nature of Claims. The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, each acknowledges and agrees that (a) with respect to any commitments under the RBL Credit Agreement that constitute revolving credit commitments, in the ordinary course of business, the First Lien RBL Agent and lenders thereunder will apply payments and make advances to the Company or other Obligors thereunder and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (b) no release of any Lien by any First Lien Agent upon any portion of the Collateral in connection with a Disposition permitted under any of the First Lien Documents shall constitute the exercise of remedies prohibited under this Agreement, and (c) the amount of the First Lien Obligations that may be outstanding at any time or from time to time may be increased by way of incremental commitments or reduced and, with respect to any First Lien Obligations that comprise revolving facilities, subsequently reborrowed. The Lien priorities set forth in this Agreement shall not be altered or otherwise affected by any amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the First Lien Obligations or any portion thereof.

4.2 Application Provisions.

(a) Any Collateral or the Proceeds thereof, received in connection with any Enforcement Action or otherwise in connection with any enforcement of the rights and remedies of a secured creditor under the UCC or Bankruptcy Law of any applicable jurisdiction, or any Collateral and the Proceeds thereof (or amounts distributed on account of a Lien in the Collateral or the proceeds thereof) and all payments or distributions received by any Secured Party after the commencement of any Insolvency or Liquidation Proceeding involving an Obligor (subject to Section 6.10 hereof), shall in each case (at such time as such Collateral or proceeds or other amounts have been monetized) be applied:

(i) first, to the payment in full in cash of reasonable, documented, out-of-pocket costs and expenses of the First Lien RBL Agent in connection with such Enforcement Action or Insolvency or Liquidation Proceeding,

(ii) second, to any other First Lien Priority RBL Obligations until they are fully Discharged,

(iii) third, to the payment in full in cash of reasonable, documented, out-of-pocket costs and expenses of the Permitted Additional First Lien Representative in connection with such Enforcement Action or Insolvency or Liquidation Proceeding (to the extent Permitted Additional First Lien Representative’s Enforcement Action or action in the Insolvency or Liquidation Proceeding was permitted under the applicable First Lien Intercreditor Agreement),

(iv) fourth, to any other Permitted Additional First Lien Priority Obligations until they are fully Discharged,

(v) fifth, to the payment in full in cash of reasonable, documented, out-of-pocket costs and expenses of the Second Lien Agent in connection with such Enforcement Action or Insolvency or Liquidation Proceeding (to the extent Second Lien Agent’s Enforcement Action or action in the Insolvency or Liquidation Proceeding was permitted hereunder),

(vi) sixth, to any other Second Lien Priority Obligations until they are fully Discharged,

(vii) seventh, to the payment in full in cash (or cash collateralization) of the Excess First Lien RBL Obligations until they are paid in full in accordance with the First Lien RBL Documents,

(viii) eighth, to the payment in full in cash of the Excess Permitted Additional First Lien Obligations until they are paid in full in accordance with the applicable Permitted Additional First Lien Documents,

(ix) ninth, to the payment in full in cash of the Excess Second Lien Obligations until they are paid in full in accordance with the Second Lien Documents, and

(x) tenth, to the payment in full in cash of the Permitted Third Lien Obligations until they are paid in full in accordance with the applicable Permitted Third Lien Documents.

(b) Notwithstanding the foregoing, if any Enforcement Action with respect to the Collateral or any Insolvency or Liquidation Proceeding produces non-cash proceeds, then such non-cash proceeds shall be held by the applicable First Lien Agent as additional collateral and, at such time as such non-cash proceeds are monetized, shall be applied in the order of application set forth above. No First Lien Agent shall have any duty or obligation to Dispose of such non-cash proceeds and may Dispose of such non-cash proceeds or continue to hold such non-cash proceeds, in each case, in its discretion; provided, that any non-cash proceeds received by a First Lien Agent may be distributed by such First Lien Agent to the First Lien Secured Parties it represents in full or partial satisfaction of such First Lien Secured Parties’ First Lien Priority Obligations in an amount equal to the fair market value of such non-cash proceeds or as a court of competent jurisdiction may direct pursuant to a final order in an Insolvency or Liquidation Proceeding, including a final order confirming a plan of reorganization in an Insolvency or Liquidation Proceeding.

(c) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, each acknowledges and agrees that, so long as the Discharge of First Lien Priority Obligations has not

occurred, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Collateral or Proceeds thereof received in connection with an Enforcement Action, or subject to Section 6.10, any payments or distributions or Collateral or Proceeds received in connection with any Insolvency or Liquidation Proceeding involving an Obligor, will be applied by the applicable First Lien Agent in a manner as specified in the applicable First Lien Documents, or as otherwise determined by the applicable First Lien Secured Parties, until the Discharge of First Lien Priority Obligations has occurred. After the Discharge of First Lien Priority Obligations and prior to the Discharge of Second Lien Priority Obligations, subject to Section 6.4 hereof, the applicable First Lien Agent shall deliver promptly to the Second Lien Agent (and/or its designees), for the benefit of the Second Lien Secured Parties, any Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Agent to the Second Lien Priority Obligations in a manner as specified in the Second Lien Documents, or as otherwise determined by the Second Lien Secured Parties, until the Discharge of Second Lien Priority Obligations has occurred. After the Discharge of Second Lien Priority Obligations and prior to the payment in full in cash (or cash collateralization in accordance with the applicable First Lien Documents) of the Excess First Lien Obligations, the Second Lien Agent shall deliver promptly to the applicable First Lien Agent (and/or its designees), for the benefit of the First Lien Secured Parties it represents, any Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by such First Lien Agent to the Excess First Lien Obligations in the order set forth in Section 4.2(a) above an in a manner as specified in the applicable First Lien Documents, or as otherwise determined by such First Lien Secured Parties, until payment in full in cash (or cash collateralization thereof in accordance with the applicable First Lien Documents) of the Excess First Lien Obligations has occurred. After the payment in full in cash of the Excess First Lien Obligations (or cash collateralization thereof in accordance with the applicable First Lien Documents), each First Lien Agent shall deliver promptly to the Second Lien Agent (and/or its designees), for the benefit of the Second Lien Secured Parties, any Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Agent to the Excess Second Lien Obligations in a manner as specified in the Second Lien Documents, or as otherwise determined by the Second Lien Secured Parties. Any Collateral or Proceeds thereof remaining after payment in full in cash (or cash collateralization in accordance with the applicable Documents) of all of the Secured Obligations shall be promptly delivered to the Obligors or as a court of competent jurisdiction may otherwise direct to be applied.

4.3 Payments Over. So long as the Discharge of First Lien Priority Obligations has not occurred, whether or not an Insolvency or Liquidation Proceeding has commenced, any Collateral or any Proceeds thereof (including insurance proceeds or property or Proceeds subject to Liens referred to in the final sentence of Section 2.3(a)) received by the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties each in connection with any Enforcement Action or otherwise in connection with the exercise of any right or remedy (including setoff or recoupment) relating to the Collateral or Proceeds thereof, or, subject to section 6.10, any such Collateral, Proceeds or any payments or distributions received by the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties in connection with any Insolvency or Liquidation Proceeding, shall be segregated and held in trust for the benefit of, and forthwith paid over to, (a) prior to the Discharge of First Lien Priority RBL Obligations, the First Lien RBL Agent (and/or its designees), for the benefit of the First Lien RBL Secured Parties, and (b) after the Discharge of First Lien Priority RBL Obligations, the Permitted Additional First Lien Representative (and/or its designees), for the benefit of the Permitted Additional First Lien Secured Parties, in each case, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction

may otherwise direct. Each First Lien Agent is hereby authorized to make any such endorsements as agent for the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties. This authorization is coupled with an interest and is irrevocable.

4.4 Confirmation of Lien Priorities in Second Lien Obligations Collateral Documents.

(a) The Second Lien Agent agrees that each Second Lien Collateral Document shall, unless otherwise agreed to by each First Lien Agent, include language substantially the same as the following paragraph (or language to similar effect reasonably approved by each First Lien Agent to reflect the junior Lien priority with respect to the Second Lien Obligations):

“Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to Wilmington Savings Fund Society, FSB, in its capacity as trustee hereunder, for the benefit of the Secured Parties pursuant to this Agreement and (ii) the exercise of any right or remedy by Wilmington Savings Fund Society, FSB, in its capacity as trustee hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral are subject to the provisions of the Intercreditor Agreement dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Royal Bank of Canada, in its capacity as the First Lien RBL Agent, Wilmington Savings Fund Society, FSB, in its capacity as the Second Lien Agent, each Permitted Additional First Lien Representative, and each Permitted Third Lien Representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

(b) Each Permitted Third Lien Representative agrees that each of the Permitted Third Lien Documents that is a collateral document shall, unless otherwise agreed to by each First Lien Agent and the Second Lien Agent, include language substantially the same as the following paragraph (or language to similar effect reasonably approved by each First Lien Agent and the Second Lien Agent to reflect the junior Lien priority with respect to the Permitted Third Lien Obligations):

“Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to [ ], in its capacity as [ ] hereunder, for the benefit of the secured parties pursuant to this Agreement and (ii) the exercise of any right or remedy by [ ], in its capacity as [ ] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Collateral are subject to the provisions of the Intercreditor Agreement dated as of March 31, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among Royal Bank of Canada, in its capacity as the First Lien RBL Agent, Wilmington Savings Fund Society, FSB, in its capacity as the Second Lien Agent, each Permitted Additional First Lien Representative, and each Permitted Third Lien Representative. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

SECTION 5.

Other Agreements.

5.1 Releases. (a) Until the Discharge of First Lien Priority Obligations, if, at any time any Obligor or any First Lien Secured Party delivers notice to the Second Lien Agent and any Permitted Third Lien Representative that any specified Collateral (including all or substantially all of the equity interests of a Obligor or any of its subsidiaries, which shall include for such purpose, in the case of the sale of equity interests in any such subsidiary, any Collateral held by such subsidiary or any direct or indirect subsidiary thereof) is Disposed of (other than to another Obligor),

(i) by the owner of such Collateral in a transaction permitted under the RBL Credit Agreement, the Permitted Additional First Lien Documents and the Second Lien Indenture; or

(ii) during the existence of any Event of Default under (and as defined in) the RBL Credit Agreement in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the First Lien RBL Agent has consented to such Disposition;

(iii) during the existence of any Event of Default under (and as defined in) any Permitted Additional First Lien Documents in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the Permitted Additional First Lien Representative has consented to such Disposition; or

(iv) in connection with a Disposition of any Collateral under the First Lien RBL Documents to cure a Borrowing Base Deficiency under the RBL Credit Agreement;

then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens securing the Second Lien Obligations and the Liens securing any Permitted Third Lien Obligations upon such Collateral will automatically be released and discharged as and upon, but only to the extent, such Liens on such Collateral securing the First Lien Obligations are released and discharged; provided that no release of the Liens securing the Second Lien Obligations or the Liens securing the Permitted Third Lien Obligations with respect to any Collateral will be deemed to have occurred upon the Discharge of First Lien Priority Obligations (other than a Discharge of First Lien Priority Obligations occurring as a result of the application of the Proceeds of the Disposition of such Collateral to the First Lien Obligations in accordance with Section 4.2) and the Liens securing the Second Lien Obligations and any Permitted Third Lien Obligations shall attach to any Proceeds of such Collateral that remain after the Discharge of First Lien Priority Obligations.

Upon (i) delivery to the Second Lien Agent and each Permitted Third Lien Representative of a notice from any First Lien Agent or the Company, which notice states that any release of Liens securing or supporting any First Lien Obligations (or any portion thereof) has become effective (or shall become effective upon the release by the Second Lien Agent and each Permitted Third Lien Representative) and (ii) in the case of the Second Lien Agent and each Permitted Third Lien Representative, delivery of such certificates and other documents required to be delivered under the Second Lien Indenture or the Permitted Third Lien Documents (as the case may be), whether in connection with a sale of such assets by the relevant Obligor pursuant to the preceding clauses or otherwise, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each shall promptly execute and deliver such instruments, releases, termination statements or other documents or instruments confirming such release on customary terms or otherwise reasonably satisfactory to such First Lien Agent and the Company, it being understood that all reasonable and documented out-of-pocket expenses incurred by any Second Lien Secured Parties or any Permitted Third Lien Secured Parties (and, in each case, their respective representatives) in connection with the execution and delivery of such release documents or instruments shall be borne by the Obligors. In the case of the Disposition of all or

substantially all of the equity interests of a Obligor or any of its subsidiaries, the guarantee in favor of the Second Lien Secured Parties or any Permitted Third Lien Secured Parties, in each case, if any, made by such Obligor or such subsidiary will automatically be released and discharged as and upon, but only to the extent, the guarantee by such Obligor or such subsidiary of the First Lien Obligations is released and discharged if (A) such Disposition is permitted by the terms of the First Lien Documents, (B) such Disposition is made during the existence of any Event of Default under (and as defined in) the RBL Credit Agreement in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the First Lien RBL Agent has consented to such Disposition, or (C) such Disposition is made during the existence of any Event of Default under (and as defined in) any Permitted Additional First Lien Documents in connection with any Enforcement Action, exercise of rights or remedies or to the extent that the applicable Permitted Additional First Lien Representative has consented to such Disposition.

(b) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Company, each First Lien Agent and any officer or agent of the Company or any First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Agent, any such other Second Lien Secured Parties, such Permitted Third Lien Representative, and such other Permitted Third Lien Secured Parties (as the case may be), or in the Company’s or such First Lien Agent’s own name, from time to time in the Company’s or such First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release.

(c) Unless and until the Discharge of First Lien Priority Obligations has occurred, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each hereby consents to the application, whether prior to or after a default, of Proceeds of Collateral to the repayment of First Lien Obligations pursuant to the applicable First Lien Documents (or as otherwise determined by the applicable First Lien Secured Parties); provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties to receive payments in respect of the Second Lien Obligations or the Permitted Third Lien Obligations (as the case may be) not otherwise in contravention of this Agreement or otherwise upon the Discharge of First Lien Priority Obligations.

5.2 Insurance. Each First Lien Agent, the Second Lien Agent and each Permitted Third Lien Representative will be named as additional insureds and/or loss payees, as applicable, under the insurance policies maintained by any Obligor as required pursuant to the First Lien Documents, the Second Lien Documents, and the Permitted Third Lien Documents, respectively. Proceeds of the Collateral include insurance proceeds and, therefore, the Lien priorities set forth in this Agreement shall govern the ultimate Disposition of such insurance proceeds. Unless and until the Discharge of First Lien Priority Obligations has occurred, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each hereby agrees that, subject to the rights of the Obligors under the First Lien Documents, (a) prior to the Discharge of First Lien Priority RBL Obligations, the First Lien RBL Agent, and (b) after the Discharge of First Lien Priority RBL Obligations, the Permitted Additional First Lien Representative, shall have the sole and exclusive right to (i) adjust settlement for any losses covered by an insurance policy covering the Collateral and (ii) approve any award granted in any condemnation or similar proceeding (or a deed in lieu of condemnation) affecting the Collateral. All proceeds of any such policy

and any such award or deed, if in respect of the Collateral, shall be paid, subject to the rights of the Obligors under the First Lien Documents, in accordance with Section 4.2, or, if no Second Lien Obligations or Permitted Third Lien Obligations are outstanding, to such other Persons as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.

5.3 Amendments.

(a) Prior to the Discharge of First Lien Priority Obligations, without the prior written consent of the each First Lien Agent, no Second Lien Document may be amended, supplemented, restated or otherwise modified and/or Refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or Refinancing, or the terms of any new Second Lien Document would (i) adversely affect the Lien priority rights of the First Lien Secured Parties or the rights of the First Lien Secured Parties to receive payments owing pursuant to the First Lien Documents, (ii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Collateral Documents, (iii) confer any additional rights on the Second Lien Agent or any other Second Lien Secured Party in a manner adverse to the First Lien Secured Parties, or (iv) contravene the provisions of this Agreement or any of the First Lien Documents.

(b) In the event that any First Lien Agent or other First Lien Secured Parties enter into any amendment, waiver or consent in respect of or replace any First Lien Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Collateral Document or changing in any manner the rights of such First Lien Agent, such First Lien Secured Parties, the Company or any other Obligor thereunder, then such amendment, waiver, consent or replacement shall apply automatically to any comparable provision of each Comparable Second Lien Collateral Document and Comparable Permitted Third Lien Collateral Document in which the Obligors grant a Lien on the same collateral, without the consent of the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party and without any action by any such Person; provided that such amendment, waiver, consent or replacement does not adversely affect the rights of the Second Lien Agent or such Permitted Third Lien Representative and does not materially and adversely affect the rights of the Second Lien Secured Parties or any Permitted Third Lien Secured Parties or their interests in the Collateral to a greater extent than the First Lien Secured Parties in a like or similar manner (other than by virtue of their relative priorities and rights and obligations hereunder). Each First Lien Agent shall give written notice of such amendment, waiver or consent to the Second Lien Agent and each Permitted Third Lien Representative; provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver, consent or replacement with respect to the provisions of any Second Lien Collateral Document as set forth in this Section 5.3(b).

5.4 First Lien Agent as Gratuitous Bailees/Gratuitous Agent for Perfection.

(a) Each First Lien Agent agrees to hold the Pledged Collateral that is part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of and on behalf of the Second Lien Agent and each Permitted Third Lien Representative and any assignee thereof solely for the purpose of perfecting the security interest granted in such Pledged Collateral, if any, pursuant to the Second Lien Collateral Documents and the Permitted Third Lien Documents, subject to the terms and conditions of this Section 5.4 (such bailment and/or agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC). Pending delivery to a First Lien Agent, each other Representative shall hold any Pledged Collateral that is part of the Collateral that is in its possession or control, as gratuitous bailee and/or gratuitous agent for the benefit of and on behalf of each other Secured Party and any assignee thereof solely for the purpose of perfecting the security interest

granted in such Pledged Collateral, if any, pursuant to the First Lien Collateral Documents, the Second Lien Collateral Documents, and the Permitted Third Lien Documents, in each case, subject to the terms and conditions of this Section 5.4 (such bailment and/or agency being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC).

(b) In the event that any First Lien Agent (or its agent or bailees) has Lien filings against Intellectual Property (as defined in the applicable First Lien Collateral Documents) that is part of the Collateral that are necessary for the perfection of Liens on such Collateral, such First Lien Agent agrees to hold such Liens as gratuitous bailee and/or gratuitous agent for the Second Lien Agent and any Permitted Third Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Collateral, if any, pursuant to the Second Lien Collateral Documents and the Permitted Third Lien Documents, subject to the terms and conditions of this Section 5.4.

(c) Except as otherwise specifically provided herein (including Section 3.1 and Section 4.1), until the Discharge of First Lien Priority Obligations has occurred, each First Lien Agent shall be entitled to deal with any Pledged Collateral in accordance with the terms of the First Lien Collateral Documents as if the Liens under the Second Lien Collateral Documents and Permitted Third Lien Documents did not exist. The rights of the Second Lien Agent, the other Second Lien Secured Parties, each Permitted Third Lien Representative, and the other Permitted Third Lien Secured Parties with respect to such Pledged Collateral shall at all times be subject to the terms of this Agreement.

(d) No First Lien Agent shall have any obligation whatsoever to the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party to assure that the Pledged Collateral is genuine or owned by the Obligors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Collateral except as expressly set forth in this Section 5.4. The duties or responsibilities of each First Lien Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and/or gratuitous agent for the Second Lien Agent and any Permitted Third Lien Representative for purposes of perfecting the Liens securing any Second Lien Obligations and any Permitted Third Lien Obligations.

(e) No First Lien Agent shall have, by reason of any Second Lien Collateral Documents, any Permitted Third Lien Documents, or this Agreement or any other document, a fiduciary relationship in respect of the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party. The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties hereby waive and release each First Lien Agent from all claims and liabilities arising pursuant to such First Lien Agent’s role as agent and gratuitous bailee and/or gratuitous agent with respect to any Collateral under this Section 5.4.

(f) After the Discharge of First Lien Priority Obligations, each First Lien Agent shall promptly deliver to the Second Lien Agent, to the extent that it is legally permitted to do so, the remaining Pledged Collateral (if any) and to the extent that such Pledged Collateral is in the possession or control of such First Lien Agent (or its agents or bailees), together with any necessary endorsements (or otherwise allow the Second Lien Agent to obtain control of such Pledged Collateral), or as a court of competent jurisdiction may otherwise direct.

(g) None of any First Lien Agent or any First Lien Secured Party shall be required to marshal any present or future collateral security for the Company’s or its subsidiaries’ obligations to any First Lien Agent or such First Lien Secured Parties under any First Lien Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

5.5 Refinancings. To the extent permitted by the terms of the Permitted Third Lien Documents, the Second Lien Indenture, the RBL Credit Agreement, or the Permitted Additional First Lien Documents, respectively, as in effect on the date hereof (or, if less restrictive, on the date of such Refinancing), any Secured Obligations in respect of the foregoing may be Refinanced with Indebtedness constituting Secured Obligations of the same priority as (or junior in priority to) the Indebtedness being refinanced, in each case, without notice to or the consent (except to the extent a consent is otherwise required to permit the Refinancing under any applicable Documents) of any Secured Party, all without affecting the priorities provided for herein or the other provisions hereof.

SECTION 6.

Insolvency or Liquidation Proceedings.

6.1 Financing and Other Issues.

(a) Until the Discharge of First Lien Priority RBL Obligations has occurred, if the Company or any other Obligor shall be subject to any Insolvency or Liquidation Proceeding and the First Lien RBL Agent shall desire to permit the use, sale or lease of cash collateral (as defined in Section 363(a) of the Bankruptcy Code or any similar provision in any Bankruptcy Law) or to permit the Company or any other Obligor to obtain financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law (collectively, “RBL DIP Financing”), then, so long as (i) the sum of (x) the outstanding principal amount of the First Lien RBL Obligations that are not part of the RBL DIP Financing plus (y) the outstanding principal amount of the RBL DIP Financing does not exceed the First Lien RBL Cap, (ii) the Second Lien Agent and each Permitted Third Lien Representative retains its Liens with respect to the Collateral that existed as of the date of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement of such Insolvency or Liquidation Proceeding), (iii) the Liens securing the First Lien RBL Obligations are subordinated to or ranked equally and ratably with the Liens securing the RBL DIP Financing, and (iv) the RBL DIP Financing does not compel the Company or any of the other Obligors to seek confirmation of a specific Plan of Reorganization for which all or substantially all of the material terms are set forth in the documentation relating to the RBL DIP Financing, the Second Lien Agent, for itself and on behalf of the Second Lien Secured Parties, and each Permitted Third Lien Representative, for itself and on behalf of the Permitted Third Lien Secured Parties, each agrees that: (A) it will raise no objection to, will not support any objection to or otherwise contest, and shall be deemed to have consented to, such use, sale or lease of such cash collateral and the RBL DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by the proviso in clause (ii) of Section 3.1(a) and Section 6.3) and (B) it will subordinate its Liens on the Collateral to the Liens on the Collateral securing the RBL DIP Financing and any other collateral securing the RBL DIP Financing (and all obligations relating thereto, including any “carve-out” from the Collateral granting administrative priority status or Lien priority to secure the payment of fees and expenses of the United States Trustee or professionals retained by any debtor or creditors’ committee agreed to by the First Lien RBL Agent or the other First Lien RBL Secured Parties) and to any adequate protection Liens granted to the First Lien RBL Agent.

(b) Notwithstanding anything to the contrary contained herein, no Second Lien Secured Party or Third Lien Secured Party may, directly or indirectly, provide, offer to provide, object to or participate in (by participation, guarantee or similar credit enhancement), any financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision in any Bankruptcy Law without the consent of each First Lien Agent.

(c) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that it will raise no objection to, and will not support any objection to or otherwise contest, any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of any First Lien Obligations made by any First Lien Agent or any First Lien Secured Party;

(d) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that it will raise no objection to, will not support any objection to or otherwise contest, any lawful exercise by any First Lien Secured Party of the right to credit bid the First Lien Obligations (or any portion thereof) under Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law) or at any sale in foreclosure of any Collateral;

(e) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that it will raise no objection to, will not support any objection to or otherwise contest, any other request for judicial relief made in any court by any First Lien Secured Party relating to the lawful enforcement of any Lien on any Collateral.

(f) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that except as set forth below, it will raise no objection to, will not support any objection to or otherwise contest, any order relating to bid procedures for any sale of Collateral or other First Lien Collateral or a sale of any Collateral or other First Lien Collateral, in either case, for which any First Lien Agent has consented that provides, to the extent that the sale is to be free and clear of Liens, that the Liens securing the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the First Lien Obligations rank to the Liens securing the Second Lien Obligations and any Permitted Third Lien Obligations in accordance with this Agreement; provided that it may assert any objection to a sale or disposition that could be asserted by an unsecured creditor in any Insolvency or Liquidation Proceeding to the extent not inconsistent with the terms of this Agreement; provided, further, that neither the Second Lien Secured Parties nor the Permitted Third Lien Secured Parties are deemed to have waived any rights to credit bid on the Collateral in any such sale or disposition under Section 363(k) of the Bankruptcy Code (or any similar provision under any other applicable Bankruptcy Law), so long as any such credit bid provides for the payment in full in cash of the First Lien Priority Obligations.

6.2 Relief from the Automatic Stay; 363 Sales.

(a) Until the Discharge of First Lien Priority Obligations has occurred, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral, or seek to oppose any First Lien Agent or any other First Lien Secured Party from seeking relief from the automatic stay or any other stay, without the prior written consent of each First Lien Agent.

(b) The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that it will consent to, and will not object or oppose a motion to Dispose of any Collateral free and clear of the Liens of Second Lien Agent under Section 363 or Section 1129 of the Bankruptcy Code or any similar provision of any applicable Bankruptcy Law if (i) any First Lien Agent has consented to the

sale of such Collateral free and clear of the Liens of such First Lien Agent, (ii) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of the Second Lien Secured Parties or the Permitted Third Lien Secured Parties under Section 363(k) of the Bankruptcy Code (so long as the right of the Second Lien Secured Parties and the Permitted Third Lien Secured Parties to offset their claim against the purchase price only arises after the First Lien Priority Obligations have been paid in full in cash), (iii) either (A) pursuant to court order, the Liens of the Second Lien Secured Parties and the Permitted Third Lien Secured Parties attach to the net proceeds of the Disposition with the same priority and validity as the Liens held by the Second Lien Secured Parties and the Permitted Third Lien Secured Parties (as the case may be) on such Collateral, and the Liens remain subject to the terms of this Agreement, or (B) the proceeds of the Disposition are applied in accordance with Section 4.2. The foregoing to the contrary notwithstanding, the Second Lien Secured Parties and the Permitted Third Lien Secured Parties may raise any objections to such Disposition of the Collateral that could be raised by a creditor of Obligors whose claims are not secured by Liens on such Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement, do not include an objection to the proposed bidding procedures, and are not based on their status as secured creditors (without limiting the foregoing, Second Lien Secured Parties and the Permitted Third Lien Secured Parties may not raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provision of any other Bankruptcy Law) with respect to the Liens granted to Second Lien Agent in respect of such assets).

6.3 Adequate Protection. The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each agrees that none of them shall contest, or support any other Person contesting, (a) any request by any First Lien Agent or any other First Lien Secured Party for adequate protection or (b) any objection made by any First Lien Agent or any other First Lien Secured Party to any motion, relief, action or proceeding based on such First Lien Agent or such First Lien Secured Party’s claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional or replacement collateral and/or a superpriority administrative claim in connection with any RBL DIP Financing or use of cash collateral under Section 363 or Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (but excluding if the First Lien RBL Secured Parties are granted such adequate protection solely in their capacities as the providers of RBL DIP Financing), then the Second Lien Agent, for itself or on behalf of any Second Lien Secured Party, and each Permitted Third Lien Representative, for itself or on behalf of any Permitted Third Lien Secured Party, may seek or request adequate protection in the form of a junior Lien on such additional or replacement collateral and/or a junior superpriority administrative claim (as applicable), and (ii) in the event that the Second Lien Agent, for itself or on behalf of any Second Lien Secured Party, or any Permitted Third Lien Representative, for itself or on behalf of any Permitted Third Lien Secured Party, is granted adequate protection in the form of a Lien on additional or replacement collateral and/or a superpriority administrative claim, then the Second Lien Agent, for itself or on behalf of such Second Lien Secured Party, and each Permitted Third Lien Representative, for itself or on behalf of any Permitted Third Lien Secured Party, each agrees that each First Lien Agent shall also be granted a senior Lien on such additional or replacement collateral and/or a senior superpriority administrative claim (as applicable), and that any Lien on such additional or replacement collateral securing the Second Lien Obligations or any Permitted Third Lien Obligations shall be junior to the Liens on such collateral securing the First Lien Obligations and any such RBL DIP Financing (and all Obligations relating thereto) and/or any superpriority administrative claim granted to the Second Lien Secured Parties or any Permitted Third Lien Secured Parties shall be junior to any superpriority administrative claim granted to the First Lien Secured Parties. Without limiting the generality of the foregoing, to the extent that the First Lien Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other

cash payments (but excluding if the First Lien RBL Secured Parties are granted such adequate protection solely in their capacities as the providers of RBL DIP Financing), then, subject to Section 4.2 and Section 4.3, none of the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties shall be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the First Lien Secured Parties to object.

6.4 Avoidance Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Obligor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred and the First Lien Secured Parties shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.

6.5 Application. The parties hereto expressly acknowledge that this Agreement is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any other similar provision of any Bankruptcy Law and shall be applicable and effective prior to and after the commencement of any Insolvency or Liquidation Proceeding. All references herein to any Obligor shall apply to any trustee for such Person and such Person as debtor in possession. The relative rights as to the Collateral and other collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Obligor.

6.6 Waivers. Until the Discharge of First Lien Priority Obligations has occurred, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each (a) will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any other similar provision of any Bankruptcy Law senior to the Liens securing the First Lien Obligations for costs or expenses of preserving or Disposing of any Collateral, (b) will not, directly or indirectly, assert or support the assertion of, and hereby waive any right that they may to assert or support the assertion of any “equities of the case” exception of Section 552(b) of the Bankruptcy Code or any other similar provision of any Bankruptcy Law as against any First Lien Secured Party or any of the Collateral to the extent securing the First Lien Obligations, and (c) waives any claim it may now or hereafter have arising out of the election by any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code or any other similar provision of any Bankruptcy Law.

6.7 Post-Petition Interest.

(a) None of the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party shall oppose or seek to challenge any claim by any First Lien Agent or any other First Lien Secured Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Claims, under Section 506(b) of the Bankruptcy Code or otherwise, without regard to the existence of the Liens of the Second Lien Secured Parties or any Permitted Third Lien Secured Parties on the Collateral.

(b) None of any First Lien Agent or any other First Lien Secured Party shall oppose or seek to challenge any claim by the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations or Permitted Third Lien Obligations (as the case may be) consisting of Post-Petition Claims, under Section 506(b) of the Bankruptcy Code or otherwise, to the extent of the value of the Lien of the Second Lien Obligations or the Permitted Third Lien Obligations (as the case may be) on the Collateral (after taking into account the First Lien Obligations and, in the case of the value of the Lien of the Permitted Third Lien Obligations, the Second Lien Obligations).

6.8 Separate Classification. Each of the Company and the other Obligors and each of the Secured Parties acknowledges and agrees that (a) the Liens granted pursuant to the First Lien Collateral Documents, the Second Lien Collateral Documents, and any Permitted Third Lien Documents constitute, or shall be deemed to constitute, three separate and distinct grants of Liens, (b) the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations constitute three separate and distinct classes of debt obligations, and (c) because of, among other things, their differing rights in the Collateral, the separate sets of Documents governing the First Lien Obligations, the Second Lien Obligations, and any Permitted Third Lien Obligations and the priority and application provisions set forth herein, any Permitted Third Lien Obligations, the Second Lien Obligations, and the First Lien Obligations are fundamentally different and must be separately classified in any Plan of Reorganization proposed or confirmed in an Insolvency or Liquidation Proceeding. Each of the Company and the other Obligors and each of the Secured Parties agree that they will not make any assertion that is contrary to the foregoing or object to the assertion that the claims and interests of the First Lien Secured Parties under the First Lien Documents, the claims and interests of the Second Lien Secured Parties under the Second Lien Documents, and the claims and interests of the Permitted Third Lien Secured Parties under the Permitted Third Lien Documents are fundamentally different. In addition, the parties hereto agree that regardless of whether any Post-Petition Claim is allowed or allowable, and without limiting the generality of the other provisions of this Agreement, this Agreement expressly is intended to include and does include the “rule of explicitness” in that this Agreement expressly entitles each First Lien Agent and each other First Lien Secured Party, and is intended to provide each First Lien Agent and such other First Lien Secured Party with the right to receive, in respect of their First Lien Obligations, payment from the Collateral of all Post-Petition Claims through distributions made therefrom pursuant to the provisions of this Agreement even though any such Post-Petition Claims are not allowed or allowable against the bankruptcy estate of the Company or any other Obligor under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code or any other Bankruptcy Law. To further effectuate the intent of the parties as provided in the immediately preceding sentences, if it is held that the claims of the First Lien Secured Parties and the claims of Second Lien Secured Parties and or the Permitted Third Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them from, or in respect of, the Collateral in respect of principal, prepetition interest and other claims, all amounts owing in respect of Post-Petition Claims, irrespective of whether such claim for such amounts is allowed or allowable in such Insolvency or Liquidation Proceeding, before any distribution from, or in respect of, any Collateral is made in respect of the claims held by the Second Lien Secured Parties or any Permitted Third Lien Secured Parties, with the Second Lien Secured Parties and any Permitted Third Lien Secured Parties hereby acknowledging and agreeing to turn over to the First Lien Secured Parties amounts otherwise received or receivable by them from the Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Secured Parties or the Permitted Third Lien Secured Parties (as the case may be).

6.9 Voting. No Second Lien Secured Party or any Permitted Third Lien Secured Party may support or vote in favor of any Plan of Reorganization that is inconsistent with the terms of this Agreement other than with the prior written consent of each First Lien Agent or to the extent any such plan is proposed or supported by the number of First Lien Secured Parties required under Section 1126(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law.

6.10 Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor are distributed pursuant to a Plan of Reorganization or similar dispositive restructuring plan (“Debt Reorganization Securities”), on account of First Lien Obligations and on account of Second Lien Obligations and/or the Permitted Third Lien Obligations, then the provisions of this Agreement will survive the distribution of such Debt Reorganization Securities pursuant to such plan and will apply with like effect to such Debt Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, Debt Reorganization Securities or equity interests or other equity securities are issued by a reorganized debtor (collectively, the “Reorganization Securities”) are distributed pursuant to a Plan of Reorganization or similar dispositive restructuring plan both on account of First Lien Obligations and on account of Second Lien Obligations, then (a) subject to clause (b) below, the First Lien Secured Parties and the Second Lien Secured Parties shall be permitted to receive and retain Reorganization Securities in accordance with, and subject to the conditions provided in, the terms and conditions of this Section 6.10, and (b) to the extent that the outstanding balance of the First Lien Priority Obligations (net of the value of any other cash or property distributed to the First Lien Secured Parties on account of such First Lien Priority Obligations) has not been Discharged (with the value of Reorganization Securities received by the First Lien Secured Parties in each case being determined based on the value of the debtors as determined under or in connection with such plan confirmed pursuant to a final, non-appealable order or as may be otherwise agreed in writing by the First Lien Secured Parties and the Second Lien Secured Parties), then the Second Lien Secured Parties shall promptly turn over Reorganization Securities distributed to the Second Lien Secured Parties to First Lien Agents to be applied in accordance with Section 4.2.

SECTION 7.

Reliance; Waivers; etc.

7.1 Reliance. The consent by the First Lien Secured Parties to the execution and delivery of the Second Lien Documents and any Permitted Third Lien Documents to which the First Lien Secured Parties have consented and all loans and other extensions of credit outstanding, deemed outstanding, made or deemed made on and after the date hereof by the First Lien Secured Parties to the Company or any of its subsidiaries shall be deemed to have been given and made in reliance upon this Agreement. The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties each acknowledges that it is not entitled to rely on any credit decision or other decisions made by any First Lien Agent or any First Lien Secured Party in taking or not taking any action under the Second Lien Document, any Permitted Third Lien Document, or this Agreement.

7.2 No Warranties or Liability. No First Lien Secured Party has made, nor shall have been deemed to have made, any express or implied representation or warranty upon which the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties may rely or otherwise, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The First Lien Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the they may manage their loans and extensions of credit without regard to any rights or interests that the Second Lien Agent, any of the other Second Lien Secured Parties, any

Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties may have in the Collateral or otherwise, except as otherwise provided in this Agreement. No First Lien Secured Party shall have any duty to the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any subsidiary thereof (including the Second Lien Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, none of any First Lien Agent, any other First Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party has otherwise made to each other, nor does any of them hereby make to each other, any warranties, express or implied, nor does any of them assume any liability to each other, in each case with respect to (a) the enforceability, validity, value or collectibility of any of the Second Lien Obligations, the First Lien Obligations, or any guarantee or security which may have been granted to any of them in connection with the First Lien Obligations or the Second Lien Obligations, (b) the Company’s title to or right to transfer any of the Collateral or (c) any other matter except as expressly set forth in this Agreement.

7.3 Obligations Unconditional. All rights, interests, agreements and obligations of each Secured Party, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any of the Documents;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Secured Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of any of the terms of the Documents;

(c) any exchange of any security interest in any Collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Secured Obligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Obligor; or

(e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Company or any other Obligor in respect of the Secured Obligations or of any Secured Party in respect of this Agreement.

SECTION 8.

Miscellaneous.

8.1 Conflicts. Subject to Section 8.19, in the event of any conflict between the provisions of this Agreement and the provisions of any other document, the provisions of this Agreement shall govern; provided that, notwithstanding the foregoing, as among the First Lien Secured Parties, in the event of any conflict between the provisions of this Agreement and the provisions of any applicable First Lien Intercreditor Agreement, such First Lien Intercreditor Agreement will govern. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall in any way reduce, affect or otherwise impair any right or obligation any First Lien Secured Party may have with respect to one or more other First Lien Secured Parties pursuant to any applicable First Lien Intercreditor Agreement. For the avoidance of doubt, the immediately preceding sentence is intended to be solely for the benefit of the First Lien Secured Parties.

8.2 Continuing Nature of this Agreement; Severability. Subject to Section 6.4 and Section 8.23, this Agreement shall continue to be effective until the First Lien Obligations shall have paid in full or cash collateralized in accordance with the applicable First Lien Documents or such later time as the Second Lien Obligations shall have been paid in full in accordance with the Second Lien Documents. This is a continuing agreement and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Permitted Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Obligor constituting First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

8.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement by any First Lien Agent, the Second Lien Agent, or any Permitted Third Lien Representative shall be deemed to be made unless the same shall be in writing signed on behalf of the party making the same or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the other rights of the parties making such waiver or the obligations of the other parties to such party or any other party hereto in any other respect or at any other time. The Company and the other Obligors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement.

8.4 Information Concerning Financial Condition of the Company and its Subsidiaries. No First Lien Secured Party shall have any obligation to the Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative or any other Permitted Third Lien Secured Party to keep any such Person informed of, and no such Person shall be entitled to rely on any First Lien Agent or any other First Lien Secured Party with respect to, (a) the financial condition of the Company and its subsidiaries and all endorsers, pledgors and/or guarantors of any of the Secured Obligations and (b) all other circumstances bearing upon the risk of nonpayment of any of the Secured Obligations. No Secured Party shall have any duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and no Secured Party shall make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

8.5 Subrogation. The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder or under any First Lien Documents until the Discharge of First Lien Obligations has occurred and hereby agrees that no payment to any First Lien Agent or any other First Lien Secured Party pursuant to the provisions of this Agreement or any First Lien Document shall entitle the Second Lien Agent, any of the other Second Lien Secured Parties, any Permitted Third Lien Representative, or any of the other Permitted Third Lien Secured Parties to exercise any rights of subrogation in respect thereof until the Discharge of First Lien Priority Obligations has occurred.

8.6 Application of Payments. Except as otherwise provided herein, all payments received by any First Lien Secured Party may be applied, reversed and reapplied, in whole or in part, to such part of the First Lien Obligations as the applicable First Lien Agent in its sole discretion deems appropriate, consistent with the terms of the applicable First Lien Documents. Except as otherwise provided herein, the Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties assents to any such extension or postponement of the time of payment of the First Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor. Except as otherwise provided herein, all payments received by any Second Lien Secured Party or any Permitted Third Lien Secured Party may be applied, reversed and reapplied, in whole or in part, consistent with the terms of the Second Lien Documents and the Permitted Third Lien Documents (as the case may be).

8.7 Governing Law; Jurisdiction; Consent to Service of Process; Waivers.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party hereto may otherwise have to bring any action or proceeding relating to this Agreement in the courts of any jurisdiction.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any New York Courts or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 8.9. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e) Each party hereto hereby irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.7 any special, exemplary, punitive or consequential damages.

8.8 WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.8.

8.9 Notices.

All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by facsimile, or sent to the e-mail address of the applicable recipient specified below (or the email address of a representative of the applicable recipient designated by such recipient from time to time to the parties hereto), as follows:

(a) if to the First Lien RBL Agent as of the date hereof, to it at Royal Bank of Canada, 20 King Street West, 4^th Floor, Toronto, Ontario M5H 1C4, Canada, Attn: Manager Agency Services Group (Telephone No. (416) 842-3996, Facsimile No. (416) 842-4023);

(b) if to the Second Lien Agent as of the date hereof, to it at Wilmington Savings Fund Society, FSB, 500 Delaware Avenue, Wilmington, DE 19801, Attention: Corporate Trust, Reference: Rex Energy Corporation 1.00%/8.00% Senior Secured Second Lien Notes Due 2020 (Facsimile No. (302) 421-9137);

(d) if to any Permitted Third Lien Representative, to it at its address for notices specified in its Joinder;

(e) if to the Company, to it at Rex Energy Corporation, 366 Walker Drive, State College, PA 16801, Attention of Thomas Rajan, Chief Financial Officer (Telecopy No. (814) 278-7286); and

(f) if to any other Obligor, to it in care of the Company as provided in clause (d) above.

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto (and for this purpose a notice to the Company shall be deemed to be a notice to each Obligor). All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by facsimile or e-mail or on the date that is five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.9 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.9.

8.10 Further Assurances. Each of the Secured Parties agrees that each of them shall take such further action and shall execute and deliver to the other Persons such additional documents and instruments (in recordable form, if requested) as any other Secured Party or the Company, as applicable, may reasonably request to effectuate the terms of, and the payment priorities contemplated by, this Agreement, including, entering into an amendment, an amendment and restatement or a supplement of this Agreement (including for the purposes of effecting a Refinancing contemplated by Section 5.5). The Company agrees to pay all reasonable and documented out-of-pocket expenses incurred by any such representatives in connection with the execution and delivery of such additional documents and instruments.

8.11 Binding on Successors and Assigns. This Agreement shall be binding upon each of the Secured Parties and the respective permitted successors and assigns of any of the foregoing Persons.

8.12 Specific Performance. Any First Lien Agent may demand specific performance of this Agreement. The Second Lien Agent, each of the other Second Lien Secured Parties, each Permitted Third Lien Representative, and each of the other Permitted Third Lien Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First Lien Agent.

8.13 Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

8.14 Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or electronic delivery in.pdf format, each of which shall be an original and all of which shall together constitute one and the same document.

8.15 Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. Each First Lien Agent represents and warrants that this Agreement is binding upon the First Lien Secured Parties it represents. The Second Lien Agent represents and warrants that this Agreement is binding upon the Second Lien Secured Parties. Each Permitted Third Lien Representative represent and warrants that this Agreement is binding upon the Permitted Third Lien Secured Parties it represents.

8.16 No Third Party Beneficiaries; Successors and Assigns; Provisions Solely to Define Relative Rights.

(a) This Agreement and the rights and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of, and be binding upon, each of the Secured Parties.

(b) The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of each of the Secured Parties. None of the Company, any other Obligor or any other creditor of any of the foregoing shall have any rights hereunder, and neither the Company nor any other Obligor may rely on the terms hereof.

8.17 Effectiveness of Agreement. This Agreement shall become effective when executed and delivered by the parties hereto. All references to the Company or any other Obligor shall include the Company or any other Obligor as debtor and debtor-in-possession and any receiver or trustee for such Person in any Insolvency or Liquidation Proceeding.

8.18 Agent Capacities. It is understood and agreed that:

(a) (i) Royal Bank is entering into this Agreement solely in its capacity as the First Lien RBL Agent, and (ii) the provisions of the RBL Credit Agreement affording rights, privileges, protections, immunities and indemnities to Royal Bank as administrative agent thereunder, including the provisions of the RBL Credit Agreement applicable to Royal Bank as administrative agent thereunder shall also apply to Royal Bank as First Lien Agent; and

(b) (i) Wilmington is entering into this Agreement solely in its capacity as the Second Lien Agent, and (ii) the provisions of the Second Lien Indenture affording rights, privileges, protections, immunities and indemnities to Wilmington as trustee thereunder, including the provisions of the Second Lien Indenture applicable to Wilmington as trustee thereunder shall also apply to Wilmington as Second Lien Agent hereunder.

8.19 Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Section 5.3(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify any provisions of any of the Documents, or is intended to or will permit the Company or any subsidiary thereof to take any action, or fail to take any action, to the extent such action or failure would otherwise constitute a breach of, or default under, any of the Documents; (b) change the relative priorities of the First Lien Obligations or the Liens granted under the First Lien Documents on the Collateral (or any other assets) as among the First Lien Secured Parties, it being expressly acknowledged and agreed that such relative priorities may be subject to any intercreditor agreements governing such relative priorities; (c) otherwise change the relative rights of the First Lien Secured Parties in respect of the Collateral as among such First Lien Secured Parties, it being expressly acknowledged and agreed that such relative rights of the First Lien Secured Parties may be subject to any intercreditor agreements governing such rights; (d) change the relative priorities of the Second Lien Obligations or the Liens granted under the Second Lien Documents on the Collateral (or any other assets) as among the Second Lien Secured Parties, it being expressly acknowledged and agreed that such relative priorities may be subject to any intercreditor agreements governing such relative priorities; (e) otherwise change the relative rights of the Second Lien Secured Parties in respect of the Collateral as among such Second Lien Secured Parties, it being expressly acknowledged and agreed that such relative rights of the Second Lien Secured Parties may be subject to any intercreditor agreements governing such rights; or (f) obligate the Company or any subsidiary thereof to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, any of the Documents.

8.20 References. Notwithstanding anything to the contrary in this Agreement, any references contained herein to any Section, clause, paragraph, definition or other provision of any of the Documents (including any definition contained therein) shall be deemed to be a reference to such Section, clause, paragraph, definition or other provision as in effect on the date of this Agreement; provided that any reference to any such Section, clause, paragraph or other provision shall refer to such Section, clause, paragraph or other provision of such Documents, as applicable (including any definition contained therein), as amended or modified from time to time if such amendment or modification has been (a) made in accordance with such Documents and (b) either made in accordance with this Agreement and the other Documents or is approved in writing by, or on behalf of, the requisite Secured Parties as are needed under the terms of each of such other Documents, as applicable, to approve such amendment or modification.

8.21 Intercreditor Agreements. Notwithstanding anything to the contrary contained in this Agreement, each party hereto agrees that the First Lien Secured Parties (as among themselves), the

Second Lien Secured Parties (as among themselves), and/or the Third Lien Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) (including any First Lien Intercreditor Agreement) with a First Lien Agent, Second Lien Agent, and/or Permitted Third Lien Representative, respectively, governing the rights, benefits and privileges as among the First Lien Secured Parties themselves, among the Second Lien Secured Parties themselves, and/or among the Permitted Third Lien Secured Parties, as the case may be, in respect of any or all of the Collateral, this Agreement and the other First Lien Collateral Documents, the other Second Lien Collateral Documents, and/or the Permitted Third Lien Documents, as the case may be, including as to the application of proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement, any First Lien Collateral Documents, any Second Lien Collateral Documents, or any Permitted Third Lien Documents, as the case may be (it being understood and agreed that any First Lien Intercreditor Agreement does not violate or conflict with any such Documents). In any event, if a respective intercreditor agreement (or similar arrangement) (including any First Lien Intercreditor Agreement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement, any First Lien Collateral Document, any Second Lien Collateral Document, or any Permitted Third Lien Document, and the provisions of this Agreement, the First Lien Collateral Documents, the Second Lien Collateral Documents, and the Permitted Third Lien Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

8.22 Supplements. Upon the execution by any Affiliate of the Company of a supplement hereto in form and substance reasonably satisfactory to each Representative, such Affiliate shall be a party to this Agreement and shall be bound by the provisions hereof to the same extent as each Obligor are so bound.

8.23 Reciprocal Rights.

(a) The parties agree that the provisions of Sections 2.6(a), 3.1, 3.2, 3.3, 4.2(b), 4.2(c), 4.3, 5.1, 5.2, 5.4, 6.1(f), 6.2, 6.3, 6.4, 6.6, 6.7, 6.10, and 8.5, including, as applicable, the defined terms referenced therein (but only to the extent used therein), which govern the relationship, and certain rights, restrictions, and agreements, between each First Lien Agent and the other First Lien Secured Parties with respect to the First Lien Obligations, on the one hand, and the Second Lien Agent and the other Second Lien Secured Parties with respect to the Second Lien Obligations, on the other hand, (a) shall, from and after the Discharge of First Lien Priority Obligations and until the Discharge of Second Lien Priority Obligations, apply to and govern, mutatis mutandis, the relationship between the Second Lien Agent and the other Second Lien Secured Parties with respect to the Second Lien Priority Obligations, on the one hand, and each First Lien Agent and the other First Lien Secured Parties with respect to the Excess First Lien Obligations, on the other hand, and (b) shall, from and after both the Discharge of First Lien Priority Obligations and the Discharge of Second Lien Priority Obligations, and until the payment in full in cash of the Excess First Lien Obligations and the termination or expiration of all commitments, if any, to extend credit that would constitute Excess First Lien Obligations, apply to and govern, mutatis mutandis, the relationship between each First Lien Agent and the other First Lien Secured Parties with respect to the Excess First Lien Obligations, on the one hand, and the Second Lien Agent and the other Second Lien Secured Parties with respect to the Excess Second Lien Obligations, on the other hand.

(b) The parties agree that the provisions of Sections 3.1, 3.2, 3.3, 4.2(b), 3.3, 5.1, 5.2, 5.4, 6.1(c) through (f), 6.2, 6.3, 6.4, 6.6, 6.7, 6.10, and 8.5, including, as applicable, the defined terms referenced therein (but only to the extent used therein), which govern the relationship, and certain rights,

restrictions, and agreements, between each First Lien Agent and the other First Lien Secured Parties with respect to the First Lien Obligations, on the one hand, and the Second Lien Agent and the other Second Lien Secured Parties with respect to the Second Lien Obligations and any Permitted Third Lien Representative and the other Permitted Third Lien Secured Parties with respect to any Permitted Third Lien Obligations, on the other hand, (a) shall, from and after the payment in full in cash of the First Lien Obligations and the termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations, apply to and govern, mutatis mutandis, the relationship between the Second Lien Agent and the other Second Lien Secured Parties with respect to the Second Lien Obligations, on the one hand, and any Permitted Third Lien Representative and the other Permitted Third Lien Secured Parties with respect to the Permitted Third Lien Obligations, on the other hand.

8.24 Permitted Additional First Lien Obligations and Permitted Third Lien Obligations. Notwithstanding any of the foregoing provisions of this Agreement, until such time as a Permitted Additional First Lien Representative for Permitted Additional First Lien Obligations has entered into, and, for itself and on behalf of the Permitted Additional First Lien Secured Parties it represents, agreed to be bound by the terms of, this Agreement pursuant to a Joinder, none of the provisions of this Agreement relating to the Permitted Additional First Lien Obligations shall be operative. Notwithstanding any of the foregoing provisions of this Agreement, until such time as a Permitted Third Lien Representative for Permitted Third Lien Obligations has entered into, and, for itself and on behalf of the Permitted Third Lien Secured Parties it represents, agreed to be bound by the terms of, this Agreement pursuant to a Joinder, none of the provisions of this Agreement relating to the Permitted Third Lien Obligations shall be operative.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.


ROYAL BANK OF CANADA, in its capacity as First Lien RBL Agent

By:	/s/ James S. Wolfe
	Name:	James S. Wolfe
	Title:	Managing Director

WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as Second Lien Agent

By:	/s/ Geoffrey J. Lewis
	Name:	Geoffrey J. Lewis
	Title:	Vice President

[Signature Page to Intercreditor Agreement]


Acknowledged and Agreed:

REX ENERGY CORPORATION

By:		/s/ Thomas Rajan
Name:		Thomas Rajan
Title:		Chief Financial Officer

GUARANTORS:

REX ENERGY I, LLC
REX ENERGY OPERATING CORP.
REX ENERGY IV, LLC
PENNTEX RESOURCES ILLINOIS, INC.
R.E. GAS DEVELOPMENT, LLC

By:		/s/ Thomas Rajan
Name:		Thomas Rajan
Title:		Chief Financial Officer

[Signature Page to Intercreditor Agreement]

Exhibit A

FORM OF

JOINDER AGREEMENT

[FOR PERMITTED ADDITIONAL FIRST LIEN OBLIGATIONS: The undersigned, , a , hereby (a) agrees to become party as Permitted Additional First Lien Representative to the Intercreditor Agreement dated as of March 31, 2016 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), among ROYAL BANK OF CANADA (“Royal Bank”), in its capacity as the First Lien RBL Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB (“Wilmington”), in its capacity as the Second Lien Agent, each Permitted Additional First Lien Representative, each Permitted Third Lien Representative, REX ENERGY CORPORATION, a Delaware corporation (together with its successors in such capacity and as provided in Section 8.17 thereof, the “Company”), and the subsidiaries of the Company from time to time party thereto, for all purposes thereof on the terms set forth therein, and (b) agrees on behalf of itself and the Permitted Additional First Lien Secured Parties it represents to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.

The undersigned is entering into the Intercreditor Agreement solely in its capacity as [ ] under that certain [ ] (the “[ ]”), and (ii) the provisions of the [ ] affording rights, privileges, protections, immunities and indemnities to the undersigned as [ ] thereunder, including the provisions of the [ ] applicable to the undersigned as [ ] thereunder shall also apply to the undersigned as a Permitted Additional First Lien Representative thereunder.

The undersigned’s address for notices for the purposes of Section 8.9 of the Intercreditor Agreement is: ]

[FOR PERMITTED THIRD LIEN OBLIGATIONS: The undersigned, , a , hereby (a) agrees to become party as Permitted Third Lien Representative to the Intercreditor Agreement dated as of March 31, 2016 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, the “Intercreditor Agreement”), among ROYAL BANK OF CANADA (“Royal Bank”), in its capacity as the First Lien RBL Agent, WILMINGTON SAVINGS FUND SOCIETY, FSB (“Wilmington”), in its capacity as the Second Lien Agent, each Permitted Additional First Lien Representative, each Permitted Third Lien Representative, REX ENERGY CORPORATION, a Delaware corporation (together with its successors in such capacity and as provided in Section 8.17 thereof, the “Company”), and the subsidiaries of the Company from time to time party thereto, for all purposes thereof on the terms set forth therein, and (b) agrees on behalf of itself and the Permitted Third Lien Secured Parties it represents to be bound by the terms of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.

The undersigned’s address for notices for the purposes of Section 8.9 of the Intercreditor Agreement is: ]

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed by their respective officers or representatives as of , 20 .


[ ]

By:
		Name:
		Title:

Exhibit 99.1

LOGO

Rex Energy Corporation Announces Closing of Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New 1.00%/8.00% Senior Secured Second Lien Notes due 2020 and Shares of Common Stock

STATE COLLEGE, Pa., March 31, 2016 – Rex Energy Corporation (the “Company”) (Nasdaq: REXX) announced today that it has completed its previously announced exchange offer and consent solicitation related to the Company’s outstanding 8.875% Senior Notes due 2020 (the “2020 Notes”) and 6.250% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Existing Notes”). The Company offered to exchange (the “Exchange Offer”) any and all of the Existing Notes held by eligible holders for up to (i) $675,000,000 aggregate principal amount of the Company’s new Senior Secured Second Lien Notes (the “New Notes”) and (ii) 10,125,000 shares of the Company’s common stock (the “Shares”), upon the terms and subject to the conditions set forth in the Company’s Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated February 3, 2016, as supplemented by the Supplement to the Offering Memorandum dated March 14, 2016 and the Second Supplement to the Offering Memorandum dated March 22, 2016, and the related revised Letter of Transmittal, dated March 14, 2016. Concurrently with the Exchange Offer, the Company solicited consents (the “Consent Solicitation”) from eligible holders to proposed amendments to the indentures governing the Existing Notes to eliminate certain restrictive covenants (the “Indenture Amendments”).

The Exchange Offer and Consent Solicitation expired at 9:00 a.m., New York City time, on March 30, 2016. In exchange for $323,980,000 in aggregate principal amount of the 2020 Notes, representing approximately 92.57% of the outstanding aggregate principal amount of the 2020 Notes, and $309,135,000 in aggregate principal amount of the 2022 Notes, representing approximately 95.12% of the outstanding aggregate principal amount of the 2022 Notes, validly tendered (and not validly withdrawn) in the Exchange Offer, the Company (i) issued $633,657,047 aggregate principal amount of its New Notes and (ii) issued 8,412,615 Shares (such amounts reflect the election by certain tendering holders to receive additional amounts of New Notes in lieu of Shares). The Company also paid in cash accrued and unpaid interest on Existing Notes accepted in the Exchange Offer from the applicable last interest payment date to, but not including, March 31, 2016. The New Notes will bear interest at a rate of 1.0% per annum for the first three semi-annual interest payments after issuance and 8.0% per annum payable in cash thereafter.

As the Company received the necessary consents to effect the Indenture Amendments, any Existing Notes not validly tendered pursuant to the Exchange Offer remain outstanding and the holders are subject to the terms of the supplemental indenture implementing the Indenture Amendments.

“We are very pleased with the success of our second lien exchange offer,” said Tom Stabley, Chief Executive Officer. “Almost 94% of our bondholders participated in the exchange, providing Rex Energy with flexibility and additional liquidity to execute our strategic and operating plans for 2016 and 2017. This is another positive step forward in our efforts to align our capital structure and liquidity requirements, and we are continuing to pursue initiatives that position us to withstand the sustained low commodity price environment.”

The New Notes and Shares have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In addition, the Shares are not transferrable for six months from the date of issuance. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

RBC Capital Markets acted as Lead Dealer Manager and Solicitation Agent in the Exchange Offer.

About Rex Energy Corporation

Headquartered in State College, Pennsylvania, Rex Energy is an independent oil and gas exploration and production company operating in the Appalachian and Illinois Basins within the United States. The company’s strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio.

Forward-Looking Statements

This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties, such as financial market conditions, changes in commodities prices and the other risks discussed in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and other subsequent filings with the Securities and Exchange Commission. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. Rex Energy has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company’s expectations.

Contact:

Investor Relations

(814) 278-7130

[email protected]

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Grantor

Trademark Name

Reg. No.

Date Registered

Rex Energy Operating Corp.

Rex Energy Trademark

August 22, 2006

Rex Energy Operating Corp.

Rex Energy and Lion Design Trademark

August 22, 2006