Common use of Restricted Global Note Clause in Contracts

Restricted Global Note. If provided for in an applicable Series Supplement, any Series of Notes (other than any Series of Notes issued only to an Affiliate Issuer), or any class of such Series to be issued in the United States will be in registered form and sold initially to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction, and as provided in the applicable Series Supplement, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as set forth in the applicable Series Supplement. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or the Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and other than any Series of Notes only issued to an Affiliate Issuer, shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Restricted Global Note. If provided for in an applicable Series Supplement, any Series of Notes (other than any Series of Notes issued only to an Affiliate Issuer), or any class of such Series to be issued in the United States will be in registered form and sold initially to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction, and as provided in the applicable Series Supplement, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows: (1) It is an Institutional Accredited Investor and is acquiring the Notes for its own institutional account or for the account of an Institutional Accredited Investor; (2) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (b) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (c) pursuant to an effective registration statement under the Securities Act or (d) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction; (3) It understands that the Notes will bear a legend substantially as set forth in Section 2.10(a); and (4) It acknowledges that the applicable Trustee, ARG, any underwriter or placement agent for such Series Supplementof Notes, and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring any Notes for the account of one or more institutional accredited investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or the IssuerARG, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and other than any Series of Notes only issued to an Affiliate Issuer, shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer ARG and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Restricted Global Note. If provided for in an applicable Series Supplement, any Any Series of Term Notes (other than any Series of Notes issued only to an Affiliate Issuer)or Subordinated Notes, or any class of such Series to be issued sold in the United States will be in registered form and sold initially to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”)) in reliance on an exemption from the registration requirements of the Securities Act who are also qualified purchasers as defined under the Investment Company Act will be issued in registered form, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows: (i) It is a qualified institutional buyer as defined in Rule 144A and a qualified purchaser as defined under the Investment Company Act and is acquiring the Term Notes or Subordinated Notes for its own institutional account or for the account of a qualified institutional buyer; (ii) It understands that the Term Notes or Subordinated Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Term Notes or Subordinated Notes, such Term Notes or Subordinated Notes may be resold, pledged or transferred only (1) to a person who is a qualified purchaser (as defined under the Investment Company Act) and (2) (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iib) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iiic) pursuant to an effective registration statement under the Securities Act or (ivd) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States States; (iii) It understands that the Term Notes and any other applicable jurisdiction, and as provided in the applicable Series Supplement, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed Subordinated Notes will bear a legend substantially as set forth in Section 2.13(a); (iv) Either (i) it is not, and is not acting on behalf of, a Benefit Plan, or (ii) its acquisition and holding of the applicable Notes will be eligible for, and satisfy all requirements of, a United States Department of Labor prohibited transaction class exemption (or, in the case of a purchaser that is a Governmental Plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); and (v) It acknowledges that the Indenture Trustee, the Issuer, each initial purchaser for such Series Supplementof Term Notes or Subordinated Notes, and their affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Term Notes or Subordinated Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee Issuer or the Issuerany initial purchaser for such Series of Term Notes or Subordinated Notes, to support the truth and accuracy of the foregoing acknowledgementsacknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Term Notes or Subordinated Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and other than any Series of Term Notes only issued to an Affiliate Issuer, or Subordinated Notes shall be issued in the form of and represented by one or more permanent global Term Notes or Subordinated Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Term Notes or Subordinated Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.4 2.7 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Restricted Global Note. If provided for in an applicable Series Supplement, any Series of Notes (other than any Series of Notes issued only to an Affiliate IssuerVariable Funding Notes), or any class of such Series Series, to be issued in the United States will be in registered form and sold initially to “institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdictionStates, and as provided in the applicable Series Supplement, Supplement and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows: (1) It is an Institutional Accredited Investor and is acquiring the Notes for its own institutional account or for the account of an Institutional Accredited Investor; (2) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (b) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (c) pursuant to an effective registration statement under the Securities Act or (d) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States; (3) It understands that the Notes will bear a legend substantially as set forth in Section 2.10(a); and (4) It acknowledges that the applicable Trustee, CRCF, any underwriter, each Placement Agent for such Series Supplementof Notes and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring any Notes for the account of one or more Institutional Accredited Investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee Trustee, CRCF or the Issuerany Placement Agent for such Series of Notes, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and Notes (other than any Series of Notes only issued to an Affiliate Issuer, Variable Funding Notes) shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer CRCF and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Restricted Global Note. If provided for in an applicable Series Supplement, any Any Series of Notes (other than any Series of Notes issued only to an Affiliate Issuer)Subordinated Notes, or any class of such Series to be issued sold in the United States will be in registered form and sold initially to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”)) in reliance on an exemption from the registration requirements of the Securities Act will be issued in registered form, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows: (i) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer; (ii) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iib) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iiic) pursuant to an effective registration statement under the Securities Act or (ivd) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction, and as provided in States; (iii) It understands that the applicable Series Supplement, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed Notes will bear a legend substantially as set forth in Section 2.13; (iv) Either (i) no part of the applicable assets used by it to acquire the Notes constitutes assets of any Benefit Plan or any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or (ii) its acquisition, holding and disposition of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); and (v) It acknowledges that the Indenture Trustee, the Issuer, each initial purchaser for such Series Supplementof Notes, and their affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee Issuer or the Issuerany initial purchaser for such Series of Notes, to support the truth and accuracy of the foregoing acknowledgementsacknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and other than any Series of Notes only issued to an Affiliate Issuer, shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.4 2.7 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount Initial Principal Amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Restricted Global Note. If provided for in an applicable Series Supplement, any Any Series of Notes (other than any Series of Notes issued only to an Affiliate IssuerVariable Funding Notes), or any class of such Series to be issued sold in the United States will be in registered form and sold initially to institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”)) in reliance on an exemption from the registration requirements of the Securities Act will be issued in registered form, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows: (1) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer; (2) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iib) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iiic) pursuant to an effective registration statement under the Securities Act or (ivd) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction, and as provided in States; (3) It understands that the applicable Series Supplement, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed Notes will bear a legend substantially as set forth in Section 2.10; (4) Either (i) no part of the applicable assets used by it to acquire the Notes constitutes assets of any Benefit Plan, or (ii) assuming that the Notes are treated as indebtedness without substantial equity features for purposes of the “plan asset” regulations under ERISA, its purchase of the Notes will not constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code by reason of the application of one or more statutory or administrative exemptions from such prohibited transaction rules or otherwise; and (5) It acknowledges that the Indenture Trustee, the Issuer, each initial purchaser for such Series Supplementof Notes, and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee Issuer or the Issuerany initial purchaser for such Series of Notes, to support the truth and accuracy of the foregoing acknowledgementsacknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided in the applicable Series Supplement and Notes (other than any Series of Notes only issued to an Affiliate Issuer, the Variable Funding Note) shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Restricted Global Note. If provided In connection with the Exchange of the Owner’s Restricted Certificated Note for in an applicable Series Supplement, any Series of Notes (other than any Series of Notes issued only to an Affiliate Issuer), or any class of such Series to be issued a beneficial interest in the United States will be in registered form and sold initially to institutional “accredited investors” within [CHECK ONE] ☐ Rule 144A Global Note, ☐ AI Global Note, with an equal principal amount at maturity, the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter Owner hereby certifies (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) within the meaning of, beneficial interest is being acquired for the Owner’s own account without transfer and in reliance on, Rule 144A under the Securities Act (“Rule 144A”), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction Exchange has been effected in compliance with Regulation S of the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) and in reliance on another exemption under the Securities Act, in each case in accordance compliance with any applicable blue sky securities laws of any state of the United States and any other applicable jurisdictionStates. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, and as provided the beneficial interest issued will be subject to the restrictions on transfer enumerated in the applicable Series Supplement, Private Placement Legend printed on the relevant Restricted Global Note and prior to any such salein the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. By: Name: Title: Dated: For value received, each such purchaser shall be deemed Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to have represented and agreed as the extent set forth in the applicable Series Supplement. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by Indenture and subject to the Trustee or the Issuer, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes, unless otherwise provided provisions in the applicable Series Supplement and other than any Series Indenture dated as of Notes only issued to an Affiliate IssuerMay 29, shall be issued in 2020 (the form of and represented by one or more permanent global Notes in fully registered form without interest coupons “Indenture”) among Pioneer Energy Services Corp. (each, a the “Restricted Global NoteCompany”), substantially the Guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”) and as security agent, (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes when due, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue principal of and interest 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 form 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 same will be promptly paid in full when due, in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture, and the limitations thereon, are expressly set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf Article XII of the subscribers Indenture and reference is hereby made to the Indenture for the Notes represented thereby with a custodian for DTC, and registered precise terms of the Subsidiary Guarantee. Capitalized terms used but not defined herein have the meanings given to them in the name Indenture. [NAME OF GUARANTORS] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of DTC or _______________,_____, among __________ (the “Guaranteeing Subsidiary”), a nominee subsidiary of DTC, duly executed by the Issuer and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC Pioneer Energy Services Corp. (or its nomineepermitted successor), a Delaware corporation (the “Company”), the Company and Wilmington Trust, National Association, as trustee under the case may be, as hereinafter providedIndenture referred to below (the “Trustee”).

Restricted Global Note. If provided for in an applicable Series Supplement, any Any Series of Notes (other than any Series of Notes issued only to an Affiliate Issuer)Notes, or any class of such Series Series, to be issued in the United States will be in registered form and sold initially to institutional “accredited investors” investors within the meaning of Rule 501(a)(1), (2), (3) or (7) Regulation D under the Securities Act (each an “Institutional Accredited Investor”) in reliance on an exemption from the registration requirements of the Securities Act and thereafter (i) to “qualified institutional buyers” (each a “Qualified Institutional Buyer”) buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“"Rule 144A”"), (ii) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction, and as provided in the applicable Series Supplement, and prior to any such initial sale, each such purchaser institutional accredited investor shall be deemed to have represented and agreed as follows: 12 12 (1) It is an institutional accredited investor within the meaning of Regulation D under the Securities Act and is acquiring the Notes for its own institutional account or for the account of an institutional accredited investor; (2) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (b) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (c) pursuant to an effective registration statement under the Securities Act or (d) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction; (3) It understands that the Notes will bear a legend substantially as set forth in Section 2.10; and (4) It acknowledges that the applicable Trustee, ARG, any underwriter or placement agent for such Series Supplementof Notes, and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring any Notes for the account of one or more institutional accredited investors, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Trustee or the IssuerARG, to support the truth and accuracy of the foregoing acknowledgements, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of NotesNotes shall, unless otherwise provided in the applicable Series Supplement and other than any Series of Notes only issued to an Affiliate IssuerSupplement, shall be issued 13 13 in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “"Restricted Global Note”"), substantially in the form set forth in the applicable Series Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer ARG and authenticated by the Trustee as provided in Section 2.4 for credit to the accounts of the subscribers at DTC. The aggregate initial principal amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.