Prepared and filed by St Ives Burrups




EXHIBIT 10.7


______________________________________________________________________________

ATLAS PIPELINE PARTNERS,
L.P.,

ATLAS PIPELINE FINANCE CORP., as Issuers,

THE SUBSIDIARIES
NAMED HEREIN, as Subsidiary Guarantors

AND

WACHOVIA BANK, NATIONAL
ASSOCIATION, as Trustee

_________________________________

8-1/8% Senior Notes due
2015
_________________________________

INDENTURE

Dated as of December
20, 2005

______________________________________________________________________________








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CROSS-REFERENCE TABLE*

	Trust
      Indenture
Act Section	Indenture
Section(s)
	
      

    	
      

    
	310	(a)(1)     	
      7.10

	 	(a)(2)     	
      7.10

	 	(a)(3)     	
      N.A.

	 	(a)(4)     	
      N.A.

	 	(a)(5)     	
      7.10

	 	(b)     	
      7.10

	 	(c)     	
      N.A.

	311	(a)     	
      7.11

	 	(b)     	
      7.11

	 	(c)     	
      N.A.

	312	(a)     	
      2.05

	 	(b)     	
      12.03

	 	(c)     	
      12.03

	313	(a)     	
      7.06

	 	(b)(1)     	
      N.A.

	 	(b)(2)     	
      7.06

	 	(c)     	
      7.06; 12.02

	 	(d)     	
      7.06

	314	(a)     	
      4.03; 4.18;
  12.02

	 	(b)     	
      N.A.

	 	(c)(1)     	
      12.04

	 	(c)(2)     	
      12.04

	 	(c)(3)     	
      N.A.

	 	(d)     	
      N.A.

	 	(e)     	
      12.05

	 	(f)     	
      N.A.

	315	(a)     	
      7.01

	 	(b)     	
      7.05; 12.02

	 	(c)     	
      7.01

	 	(d)     	
      7.01; 6.05

	 	(e)     	
      6.11

	316	(a)(last
      sentence)     	
      2.09

	 	(a)(1)(A)     	
      6.05

	 	(a)(1)(B)     	
      6.04

	 	(a)(2)     	
      N.A.

	 	(b)     	
      6.07

	 	(c)     	
      9.04

	317	(a)(1)     	
      6.08

	 	(a)(2)     	
      6.09

	 	(b)     	
      2.04

	318	(a)     	
      12.01

	 	(b)     	
      N.A.

	 	(c)     	
      12.01



____________

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








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TABLE OF CONTENTS

	 	 	 	 	 	 	Page	 
						
      

    	
      

    	
	
      ARTICLE 1

	
      DEFINITIONS AND INCORPORATION
      BY REFERENCE

	 	 	 	 	 	 	 	 
	Section
    1.01.	 	 	Definitions	 	 	1	 
	Section
    1.02.	 	 	Other
      Definitions	 	 	20	 
	Section
    1.03.	 	 	Incorporation by
      Reference of Trust Indenture Act	 	 	20	 
	Section
    1.04.	 	 	Rules of
      Construction	 	 	21	 
	 	 
	ARTICLE
      2
	THE
      NOTES
	 	 	 	 	 	 	 	 
	Section
    2.01.	 	 	Form and
      Dating	 	 	21	 
	Section
    2.02.	 	 	Execution and
      Authentication	 	 	22	 
	Section
    2.03.	 	 	Registrar and
      Paying Agent	 	 	22	 
	Section
    2.04.	 	 	Paying Agent to
      Hold Money in Trust	 	 	23	 
	Section
    2.05.	 	 	Holder
      Lists	 	 	23	 
	Section
    2.06.	 	 	Transfer and
      Exchange	 	 	23	 
	Section
    2.07.	 	 	Replacement
      Notes	 	 	29	 
	Section
    2.08.	 	 	Outstanding
      Notes	 	 	30	 
	Section
    2.09.	 	 	Treasury
      Notes	 	 	30	 
	Section
    2.10.	 	 	Temporary
      Notes	 	 	30	 
	Section
    2.11.	 	 	Cancellation	 	 	30	 
	Section
    2.12.	 	 	Defaulted
      Interest	 	 	31	 
	Section
    2.13.	 	 	CUSIP
      Numbers	 	 	31	 
	 	 	 	 	 
	ARTICLE
      3 
	REDEMPTION AND PREPAYMENT 
	 	 	 	 	 	 	 	 
	Section
    3.01.	 	 	Notices to
      Trustee	 	 	31	 
	Section
    3.02.	 	 	Selection of Notes
      to Be Redeemed	 	 	31	 
	Section
    3.03.	 	 	Notice of
      Redemption	 	 	32	 
	Section
    3.04.	 	 	Effect of Notice
      of Redemption	 	 	32	 
	Section
    3.05.	 	 	Deposit of
      Redemption Price	 	 	33	 
	Section
    3.06.	 	 	Notes Redeemed in
      Part	 	 	33	 
	Section
    3.07.	 	 	Optional
      Redemption	 	 	33	 
	Section
    3.08.	 	 	Mandatory
      Redemption	 	 	34	 
	Section
    3.09.	 	 	Offer to Purchase
      by Application of Net Proceeds	 	 	34	 


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	ARTICLE 4
	COVENANTS
	Section 4.01.	 	 	Payment of
      Notes	 	 	35	 
	Section 4.02.	 	 	Maintenance of Office or
      Agency	 	 	36	 
	Section 4.03.	 	 	Compliance
    Certificate	 	 	36	 
	Section 4.04.	 	 	Taxes	 	 	36	 
	Section 4.05.	 	 	Stay, Extension and Usury
      Laws	 	 	37	 
	Section 4.06.	 	 	Change of Control	 	 	37	 
	Section 4.07.	 	 	Asset Sales	 	 	39	 
	Section 4.08.	 	 	Restricted
Payments	 	 	40	 
	Section 4.09.	 	 	Incurrence of Indebtedness and
      Issuance of Disqualified Equity	 	 	43	 
	Section 4.10.	 	 	Liens	 	 	45	 
	Section 4.11.	 	 	Dividend and Other Payment
      Restrictions Affecting Subsidiaries	 	 	45	 
	Section 4.12.	 	 	Transactions With
      Affiliates	 	 	47	 
	Section 4.13.	 	 	Additional Subsidiary
      Guarantees	 	 	48	 
	Section 4.14.	 	 	Designation of Restricted and
      Unrestricted Subsidiaries	 	 	48	 
	Section 4.15.	 	 	Business
Activities	 	 	49	 
	Section 4.16.	 	 	Sale and Lease-back
      Transactions	 	 	49	 
	Section 4.17.	 	 	Payments for
    Consent	 	 	49	 
	Section 4.18.	 	 	Reports	 	 	50	 
	Section 4.19.	 	 	Layering
    Indebtedness	 	 	50	 
	Section 4.20.	 	 	Suspension of
      Covenants	 	 	50	 
	 	 
	
      ARTICLE 5

	
      SUCCESSORS

	 	 	 	 	 	 	 	 
	Section 5.01.	 	 	Merger, Consolidation, or Sale
      of Assets	 	 	51	 
	Section 5.02.	 	 	Successor Entity
      Substituted	 	 	52	 
	 	 
	
      ARTICLE 6

	
      DEFAULTS AND
      REMEDIES

	 	 	 	 	 	 	 	 
	Section 6.01.	 	 	Events of Default	 	 	53	 
	Section 6.02.	 	 	Acceleration	 	 	54	 
	Section 6.03.	 	 	Other Remedies	 	 	55	 
	Section 6.04.	 	 	Waiver of Past
      Defaults	 	 	55	 
	Section 6.05.	 	 	Control by
Majority	 	 	55	 
	Section 6.06.	 	 	Limitation on
Suits	 	 	55	 
	Section 6.07.	 	 	Rights of Holders of Notes to
      Receive Payment	 	 	56	 
	Section 6.08.	 	 	Collection Suit by
      Trustee	 	 	56	 
	Section 6.09.	 	 	Trustee May File Proofs of
      Claim	 	 	56	 
	Section 6.10.	 	 	Priorities	 	 	56	 
	Section 6.11.	 	 	Undertaking for
    Costs	 	 	57	 
	 	 
	
      ARTICLE 7

	
      TRUSTEE

	 	 	 	 	 	 	 	 
	Section 7.01.	 	 	Duties of Trustee	 	 	57	 
	Section 7.02.	 	 	Rights of Trustee	 	 	58	 
	Section 7.03.	 	 	Individual Rights of
      Trustee	 	 	59	 
	Section 7.04.	 	 	Trustee’s
    Disclaimer	 	 	59	 
	Section 7.05.	 	 	Notice of Defaults	 	 	60	 
	Section 7.06.	 	 	Reports by Trustee to Holders of
      the Notes	 	 	60	 
	Section 7.07.	 	 	Compensation and
      Indemnity	 	 	60	 
	Section 7.08.	 	 	Replacement of
    Trustee	 	 	61	 
	Section 7.09.	 	 	Successor Trustee by Merger,
      Etc	 	 	61	 
	Section 7.10.	 	 	Eligibility;
      Disqualification	 	 	62	 
	Section 7.11.	 	 	Preferential Collection of
      Claims Against Issuers	 	 	62	 


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      ARTICLE 8
	 
	
      LEGAL DEFEASANCE AND COVENANT
      DEFEASANCE
	 
	 	 	 	 	 	 	 	 
	Section 8.01.	 	 	Option to Effect
      Legal Defeasance or Covenant Defeasance	 	 	62	 
	Section 8.02.	 	 	Legal Defeasance and
      Discharge	 	 	62	 
	Section 8.03.	 	 	Covenant
Defeasance	 	 	63	 
	Section 8.04.	 	 	Conditions to Legal Defeasance
      or Covenant Defeasance	 	 	63	 
	Section 8.05.	 	 	Deposited Money and Government
      Securities to be Held in Trust, Other Miscellaneous
    Provisions	 	 	64	 
	Section 8.06.	 	 	[Intentionally
      omitted]	 	 	64	 
	Section 8.07.	 	 	Reinstatement	 	 	64	 
	 	 
	
      ARTICLE 9
	 
	
      AMENDMENT, SUPPLEMENT AND
      WAIVER
	 
	 	 	 	 	 	 	 	 
	Section 9.01.	 	 	Without Consent of Holders of
      Notes	 	 	65	 
	Section 9.02.	 	 	With Consent of Holders of
      Notes	 	 	66	 
	Section 9.03.	 	 	Compliance with Trust Indenture
      Act	 	 	67	 
	Section 9.04.	 	 	Revocation and Effect of
      Consents	 	 	67	 
	Section 9.05.	 	 	Notation or Exchange of
      Notes	 	 	67	 
	Section 9.06.	 	 	Trustee to Sign Amendments,
      Etc.	 	 	67	 
	Section 9.07.	 	 	Effect of Supplemental
      Indentures	 	 	68	 
	 	 
	
      ARTICLE 10
	 
	
      GUARANTEES
	 
	 	 	 	 	 	 	 	 
	Section 10.01.	 	 	Guarantees	 	 	68	 
	Section 10.02.	 	 	Limitation of Guarantor’s
      Liability	 	 	69	 
	Section 10.03.	 	 	Execution and Delivery of
      Notations of Guarantees	 	 	69	 
	Section 10.04.	 	 	[Intentionally
      omitted]	 	 	69	 
	Section 10.05.	 	 	Releases	 	 	69	 
	Section 10.06.	 	 	“Trustee” to Include Paying
      Agent	 	 	70	 
	 	 
	
      ARTICLE 11
	 
	
      SATISFACTION AND
      DISCHARGE
	 
	 	 	 	 	 	 	 	 
	Section 11.01.	 	 	Satisfaction and
      Discharge	 	 	70	 
	Section 11.02.	 	 	Application of
    Trust	 	 	71	 
	Section 11.03.	 	 	Repayment of the
      Issuers	 	 	71	 
	Section 11.04.	 	 	Reinstatement	 	 	72	 


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      ARTICLE 12
	 
	
      MISCELLANEOUS
	 
	 	 	 	 	 	 	 	 
	Section
    12.01.	 	 	Trust
      Indenture Act Controls	 	 	72	 
	Section
    12.02.	 	 	Notices	 	 	72	 
	Section
    12.03.	 	 	Communication by
      Holders of Notes with Other Holders of Notes	 	 	73	 
	Section
    12.04.	 	 	Certificate and
      Opinion as to Conditions Precedent	 	 	73	 
	Section
    12.05.	 	 	Statements
      Required in Certificate or Opinion	 	 	74	 
	Section
    12.06.	 	 	Rules by Trustee
      and Agents	 	 	74	 
	Section 12.07.	 	 	No Personal Liability
      of Directors, Officers, Employees and Unitholders and No Recourse Against
      General Partner	 	 	74	 
	Section
    12.08.	 	 	Governing
      Law	 	 	74	 
	Section
    12.09.	 	 	No Adverse
      Interpretation of Other Agreements	 	 	74	 
	Section
    12.10.	 	 	Successors	 	 	74	 
	Section
    12.11.	 	 	Severability	 	 	75	 
	Section
    12.12.	 	 	Counterpart
      Originals	 	 	75	 
	Section
    12.13.	 	 	Table of Contents,
      Headings, Etc.	 	 	75	 
	 	 	 	 	 	 	 	 
	
      SCHEDULES, EXHIBITS AND
      ANNEXES
	 




	SCHEDULE A	 	 	Schedule of Subsidiary
      Guarantors	 	 	 	 
	 	 	 	 	 	 	 	 
	SCHEDULE B	 	 	Certain Agreements	 	 	 	 
	 	 	 	 	 	 	 	 
	EXHIBIT A	 	 	Form of Note	 	 	Exhibit A Page 1	 
	 	 	 	 	 	 	 	 
	EXHIBIT B	 	 	Form of Certificate of
      Transfer	 	 	Exhibit B Page 1	 
	 	 	 	 	 	 	 	 
	EXHIBIT C	 	 	Form of Certificate of
      Exchange	 	 	Exhibit C Page 1	 
	 	 	 	 	 	 	 	 
	EXHIBIT D	 	 	Form of Guarantee
Notation	 	 	Exhibit D Page 1	 
	 	 	 	 	 	 	 	 
	EXHIBIT E	 	 	Form of Certificates from
      Acquiring
Institutional Accredited Investor	 	 	Exhibit E Page 1	 
	 	 	 	 	 	 	 	 
	ANNEX A	 	 	Form of Supplemental
      Indenture	 	 	
      A-1
	 


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     THIS
INDENTURE dated as of December 20, 2005 is among Atlas Pipeline Partners, L.P.,
a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corp., a
Delaware corporation (“Finance Co” and, collectively with the Company, the
“Issuers”), the Subsidiary Guarantors (as defined herein) listed on Schedule A
hereto, and Wachovia Bank, National Association, a national banking association,
as trustee (the “Trustee”).

     The Issuers,
the Subsidiary Guarantors, and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the 8-1/8%
Senior Notes due 2015 (the “Notes”):

	ARTICLE
      1     

DEFINITIONS AND INCORPORATION BY
      REFERENCE


	Section 1.01.	 	Definitions.


     “144A
Global Note” means the Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and that has the
“Schedule of Exchange of Interests in the Global Note” attached thereto
and deposited with and registered in the name of the Depositary or its nominee
that will be issued in a denomination equal to the outstanding principal amount
of the Notes sold in reliance on Rule 144A, subject to adjustment as provided in
Section 2.06 hereof.

     “Acquired
Debt” means, with respect to any specified Person: (1) Indebtedness of any
other Person existing at the time such other Person is merged with or into or
became a Subsidiary of such specified Person, whether or not such Indebtedness
is incurred in connection with, or in contemplation of, such other Person
merging with or into, or becoming a Subsidiary of, such specified Person, but
excluding Indebtedness that 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 Interest” means all
additional interest then owing pursuant to a Registration Rights Agreement.
Unless the context indicates otherwise, all references to “interest” in
this Indenture or the Notes shall be deemed to include any Additional
Interest.

     “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, shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a specified Person
shall be deemed to be control by the other Person; provided, further,
that any third Person which also beneficially owns 10% or more of the Voting
Stock of a specified Person shall not be deemed to be an Affiliate of either the
specified Person or the other Person merely because of such common ownership in
such specified Person. For purposes of this definition, the terms
“controlling,” “controlled by” and “under common control
with” shall have correlative meanings. Notwithstanding the preceding, the
term “Affiliate” shall not include a Restricted Subsidiary of any
specified Person.

     “Agent” means any Registrar or
Paying Agent.

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

     “Asset
Sale” means:

	 	     (1)      the
      sale, lease, conveyance or other disposition of any assets, other than
      sales of inventory in the ordinary course of business; 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 the provisions of
      Section 4.06 and/or the provisions of Article 5 hereof and not by the
      provisions of Section 4.07; and









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	 	     (2)      the
      issuance of Equity Interests by any of the Company’s Restricted
      Subsidiaries or the sale by the Company or any of its Restricted
      Subsidiaries of Equity Interests in any of its Restricted
      Subsidiaries.


Notwithstanding the preceding, the
following items shall not be deemed to be Asset Sales:

	 	     (1)      any
      single transaction or series of related transactions that involves assets
      having a fair market value of less than $1.0
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 another Restricted Subsidiary of the
Company;


	 	 
	 	     (4)      a
      Restricted Payment that is permitted under Section 4.08 hereof or a
      Permitted Investment;


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


	 	 
	 	     (6)     
      transfers of damaged, worn-out or obsolete equipment or assets that, in
      the Company’s reasonable judgment, are no longer used or useful in the
      business of the Company or its Restricted
  Subsidiaries;


	 	 
	 	     (7)     
      surrender or waiver of contract rights or the settlement, release or
      surrender of contract, tort or other claims of any
  kind;


	 	 
	 	     (8)      the
      creation or perfection of a Lien that is not prohibited by Section
      4.10;


	 	 
	 	     (9)      the
      grant in the ordinary course of business of any non-exclusive license of
      patents, trademarks, registrations therefor and other similar intellectual
      property; and


	 	 
	 	     (10)
      the sale or discounting of accounts receivable in the ordinary course of
      business.


     “Attributable Debt” in respect of a
sale and lease-back 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 lease-back 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.

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

     “Bankruptcy Law” means Title 11,
U.S. Code or any similar federal or state law for the relief of
debtors.

     “Beneficial Owner” has the meaning
assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
will be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether
such right is currently exercisable or is exercisable only upon the occurrence
of a subsequent condition. The terms “BeneficiallyOwns” and
“Beneficially Owned” have correlative meanings.

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     “Board of
Directors” means, with respect to the Company or the Operating Company, the
Board of Directors of the General Partner, or any authorized committee of such
Board of Directors, and with respect to Finance Co or any other Subsidiary of
the Company, the Board of Directors or managing members of such
Person.

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

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

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

     “Cash
Equivalents” means:

	 	     (1)     
      United States dollars;


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


	 	 
	 	     (3)     
      certificates of deposit, time deposits and eurodollar time deposits with
      maturities of one year or less from the date of acquisition, bankers’
      acceptances with maturities not exceeding 365 days, demand and overnight
      bank deposits and other similar types of investments routinely offered by
      commercial banks, in each case, with any domestic commercial bank having a
      combined capital and surplus in excess of $500.0 million and a Thompson
      Bank Watch Rating of “B” or better;


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


	 	 
	 	     (5)     
      commercial paper having one of the two highest ratings obtainable from
      Moody’s or Standard & Poor’s and in each case maturing within six
      months after the date of acquisition; and


	 	 
	 	     (6)     
      money market funds at least 95% of the assets of which constitute Cash
      Equivalents of the kinds described in clauses (1) through (5) of this
      definition.


     “Certificated Note” means a
certificated Note registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, in the form of Exhibit A hereto,
except that such Note shall not bear the Global Note Legend, shall not have the
phrase identified by footnote 3 thereto and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.

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

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


	 	 
	 	     (2)      the
      adoption of a plan relating to the liquidation or dissolution of the
      Company or the removal of the General Partner by the limited partners of
      the Company;


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	 	     (3)      the
      consummation of any transaction (including, without limitation, any merger
      or consolidation) the result of which is that any “person” or “group” (as
      that term is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange
      Act, or any successor provision), becomes the Beneficial Owner, directly
      or indirectly, of more than 50% of the Voting Stock of the General
      Partner, measured by voting power rather than number of shares;
      provided that a change of control shall not be deemed to occur
      solely as a result of a transfer of the general partnership interests of
      the Company or the Equity Interests in the General Partner to a new entity
      in contemplation of the initial public offering of such new entity, or as
      a result of any further offering of Equity Interests of such new entity
      (or securities convertible into such Equity Interests) so long as the
      persons or entities that beneficially own the general partnership
      interests of the Company or the Equity Interests in the General Partner on
      the Issue Date continue to hold the general partnership interests in such
      new entity (or, in the case of a new entity that is not a partnership, no
      other Person or group Beneficially Owns more than 50% of the Voting Stock
      of such new entity);


	 	 
	 	     (4)      the
      Company consolidates or merges with or into another Person or any Person
      consolidates or merges with or into the Company, in either case under this
      clause (4) in one transaction or a series of related transactions in which
      immediately after the consummation thereof Persons Beneficially Owning,
      directly or indirectly, Voting Stock representing in the aggregate a
      majority of the total voting power of the Voting Stock of the Company
      immediately prior to such consummation do not Beneficially Own, directly
      or indirectly, Voting Stock representing a majority of the total voting
      power of the Voting Stock of the Company or the surviving or transferee
      Person; or


	 	 
	 	     (5)      the
      first day on which a majority of the members of the Board of Directors of
      the General Partner are not Continuing
Directors.


     “Code” means the Internal Revenue
Code of 1986, as amended from time to time, and the rules and regulations
thereunder, and any successor thereto.

     “Company” means the Person named as
such in the preamble of this Indenture unless and until a successor replaces it
pursuant to the applicable provisions of this Indenture and thereafter means
such successor.

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

	 	     (1)      an
      amount equal to the dividends or distributions paid during such period in
      cash or Cash Equivalents to such Person or any of its Restricted
      Subsidiaries by a Person that is not a Restricted Subsidiary of such
      Person; plus


	 	 
	 	     (2)      the
      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


	 	 
	 	     (3)      the
      consolidated interest expense of such Person and its Restricted
      Subsidiaries for such period, whether paid or accrued (including, without
      limitation, amortization of debt issuance costs and original issue
      discount, non-cash interest payments, the interest component of any
      deferred payment obligations, the interest component of all payments
      associated with Capital Lease Obligations, imputed interest with respect
      to Attributable Debt, commissions, discounts and other fees and charges
      incurred in respect of letter of credit or bankers’ acceptance financings,
      and net of the effect of all payments made or received pursuant to
      interest-rate Hedging Obligations), to the extent that any such expense
      was deducted in computing such Consolidated Net Income;
    plus


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


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	 	     (5)      an
      amount equal to any extraordinary loss plus any net loss realized by such
      Person or any of its Subsidiaries in connection with an Asset Sale,
      including any non-recurring charges relating to any premium or penalty
      paid, write-off of deferred financing costs or other financial
      recapitalization charges, in connection with redeeming or retiring any
      Indebtedness prior to its Stated Maturity, to the extent such losses were
      included in computing such Consolidated Net Income;
  minus


	 	 
	 	     (6)     
      non-cash items increasing such Consolidated Net Income for such period,
      other than items that were accrued in the ordinary course of business, in
      each case, on a consolidated basis and determined in accordance with
      GAAP.


Notwithstanding the preceding, the
provision for taxes based on the income or profits of, and the depreciation,
depletion and amortization and other non-cash charges of, a Restricted
Subsidiary of the Company shall be added to Consolidated Net Income to compute
Consolidated Cash Flow of the Company only to the extent that a corresponding
amount would be permitted at the date of determination to be dividended or
distributed to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements (other than this Indenture, the Notes or its Guarantee), instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to that Restricted Subsidiary or its stockholders, partners or
members.

     “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 (without
duplication):

	 	     (1)      the
      aggregate Net Income (but not net loss in excess of such aggregate Net
      Income) of all Persons that are not Restricted Subsidiaries shall be
      excluded, except to the extent of the amount of dividends or distributions
      paid in cash to the specified Person or a Restricted Subsidiary of the
      Person (without duplication);


	 	 
	 	     (2)      the
      earnings included therein attributable to all entities that are accounted
      for by the equity method of accounting and the aggregate Net Income (but
      not net loss in excess of such aggregate Net Income) included therein
      attributable to all entities constituting Joint Ventures that are
      accounted for on a consolidated basis (rather than by the equity method of
      accounting) shall be excluded, except to the extent of the amount of
      dividends or distributions paid in cash to the specified Person or a
      Restricted Subsidiary of the Person;


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


	 	 
	 	     (4)     
      unrealized losses and gains under derivative instruments included in the
      determination of Consolidated Net Income, including, without limitation,
      those resulting from the application of Statement of Financial Accounting
      Standards No. 133, shall be excluded; 


	 	 
	 	     (5)      the
      net operating income of Noark Pipeline System, LP attributable to a
      particular expansion project that is subject to a Permitted Noark
      Distribution to a holder of equity interests of Noark (other than the
      Company or one of its Restricted Subsidiaries) shall be excluded to the
      extent of the Permitted Noark Distribution with respect to such expansion
      project; 


	 	 
	 	     (6)      the
      cumulative effect of a change in accounting principles shall be excluded;
      and 


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	 	     (7)      any
      nonrecurring charges relating to any premium or penalty paid, write off of
      deferred finance costs or other charges in connection with redeeming or
      retiring any Indebtedness prior to its Stated Maturity will be
      excluded.


     “Consolidated Net Tangible Assets”
means, with respect to any Person at any date of determination, the aggregate
amount of total assets included in such Person’s most recent quarterly or annual
consolidated balance sheet prepared in accordance with GAAP less applicable
reserves reflected in such balance sheet, after deducting the following amounts:
(1) all current liabilities reflected in such balance sheet, and (2) all
goodwill, trademarks, patents, unamortized debt discounts and expenses and other
like intangibles reflected in such balance sheet.

     “Continuing Directors” means, as of
any date of determination, any member of the Board of Directors of the General
Partner who (1) was a member of such Board of Directors on the Issue Date or (2)
was nominated for election or elected to such Board of Directors with the
approval of either (x) a majority of the Continuing Directors who were members
of such Board at the time of such nomination or election, or (y) any “person” or
“group” (as those terms are used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act, or any successor provision) who owns all the general partnership
interests or a majority of the Equity Interests of the General
Partner.

     “Corporate Trust Office of the
Trustee” shall be at the address of the Trustee specified in Section 12.02
hereof or such other address as to which the Trustee may give notice to the
Issuers.

     “Credit
Agreement” means that certain Credit Agreement, dated April 14, 2005, and as
amended as of October 31, 2005, among the Company, the Subsidiaries party
thereto, the banks party thereto and Wachovia Bank, National Association, as
administrative agent, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, modified, renewed, refunded, replaced,
supplemented or refinanced in whole or in part from time to time.

     “Credit
Facilities” means, with respect to the Company, Finance Co or any Restricted
Subsidiary, one or more credit facilities or commercial paper facilities,
including the Credit Agreement, in each case with banks, investment banks,
insurance companies, mutual funds and/or institutional lenders providing for
revolving credit loans, term loans, production payments, receivables or
inventory financing (including through the sale of receivables or inventory to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced, supplemented or refinanced in
whole or in part from time to time.

     “Default” means any event that is or
with the passage of time or the giving of notice or both would be, an Event of
Default.

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

     “Disqualified Equity” means any
Equity Interest 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 thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Equity Interest that would
constitute Disqualified Equity solely because (i) the holders thereof have the
right to require the Company or any of its Restricted Subsidiaries to repurchase
such Equity Interests upon the occurrence of a change of control or an asset
sale shall not constitute Disqualified Equity if the terms of such Equity
Interests provide that the Company or any Restricted Subsidiary may not
repurchase or redeem any such Equity Interests pursuant to such provisions
unless such repurchase or redemption complies with Section 4.08 hereof or (ii)
such Equity Interest is entitled to receive Permitted Noark Distributions in
accordance with the terms of the Amended and Restated Agreement of Limited
Partnership of Noark Pipeline System, LP as in effect on the Issue Date, in each
case shall not constitute Disqualified Equity.

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

     “Equity
Interests” 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 or
      membership interests (whether general or
limited);


	 	 
	 	     (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; and


	 	 
	 	     (5)      all
      warrants, options or other rights to acquire any of the interests
      described in clauses (1) through (4) above (but excluding any debt
      security that is convertible into, or exchangeable for, any of the
      interests described in clauses (1) through (4)
above).


     “Equity
Offering” means any public or private sale for cash of Equity Interests of
the Company (excluding sales made to any Restricted Subsidiary, sales of
Disqualified Equity and private sales to an Affiliate of the Company) after the
Issue Date; provided that a private placement of Equity Interests will
not be deemed an Equity Offering unless net cash proceeds of at least $10.0
million are received.

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

     “Exchange
Notes” means the 8-1/8% Senior Notes due 2015, having terms substantially
identical to the Notes, offered to the Holders of the Notes under an Exchange
Offer Registration Statement.

     “Exchange
Offer” means an offer that may be made by the Issuers pursuant to a
Registration Rights Agreement to the Holders of the Notes to exchange their
Notes for a like aggregate principal amount of the Exchange Notes registered
under the Securities Act.

     “Exchange
Offer Registration Statement” means a registration statement filed by the
Issuers and the Subsidiary Guarantors with the SEC to register the Exchange
Notes for issuance in an Exchange Offer.

     “Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the
Company and its Restricted Subsidiaries in existence on the Issue
Date.

     “Finance
Co” means the Person named as such in the preamble of this Indenture under
and until a successor replaces it pursuant to the applicable provision of this
Indenture and thereafter means such successor.

     “Fixed
Charge Coverage Ratio” means, with respect to any specified Person for any
four-quarter reference period, the ratio of the Consolidated Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In
the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays or redeems any Indebtedness (other than
revolving credit borrowings not constituting a permanent commitment reduction)
or issues or redeems Disqualified Equity subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated but prior
to the date on which the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, guarantee, repayment or redemption of Indebtedness, or such issuance
or redemption of Disqualified Equity, and the application of the net proceeds
thereof as if the same had occurred at the beginning of the applicable
four-quarter reference period (and if such Indebtedness is incurred to finance
the acquisition of assets (including, without limitation, a single asset, a
division or segment or an entire company) that were conducting commercial
operations prior to such acquisition, there shall be included pro forma net
income for such assets, as if such assets had been acquired on the first day of
such period).

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     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 or consolidations and
      including any related financing transactions, during the four-quarter
      reference period or subsequent to such reference period and on or prior to
      the Calculation Date shall be deemed to have occurred on the first day of
      the four-quarter reference period and pro forma effect will be given to
      the amount of net cost savings certified in an officer’s certificate
      executed by the Chief Financial Officer of the Company to have occurred or
      that are reasonably and in good faith projected to be realized within 12
      months after, and as a result of, such acquisition and contractual
      commitments in effect or specified actions that have been taken or will
      within 90 days be commenced; provided that such cost savings are
      reasonably identifiable and factually
supportable;


	 	 
	 	     (2)     
      designations of Restricted Subsidiaries and Unrestricted Subsidiaries
      during the four-quarter reference period or subsequent to such reference
      period and on or prior to the Calculation Date shall be deemed to have
      occurred on the first day of the four-quarter reference
  period;


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


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


	 	 
	 	     (5)     
      interest on outstanding Indebtedness of the specified Person or any of its
      Restricted Subsidiaries as of the last day of the four-quarter reference
      period shall be deemed to have accrued at a fixed rate per annum equal to
      the rate of interest on such Indebtedness in effect on such last day after
      giving effect to any Hedging Obligation then in effect;
  and


	 	 
	 	     (6)      if
      interest on any Indebtedness incurred by the specified Person or any of
      its Restricted Subsidiaries on such date may optionally be determined at
      an interest rate based upon a factor of a prime or similar rate, a
      eurocurrency interbank offered rate or other rates, then the interest rate
      in effect on the last day of the four-quarter reference period will be
      deemed to have been in effect during such
period.


     “Fixed
Charges” means, with respect to any 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, including, without
      limitation, amortization of debt issuance costs and original issue
      discount, non-cash interest payments, the interest component of any
      deferred payment obligations, the interest component of all payments
      associated with Capital Lease Obligations, imputed interest with respect
      to Attributable Debt, commissions, discounts, and other fees and charges
      incurred in respect of letter of credit or bankers’ acceptance financings,
      and net of the effect of all payments made or received pursuant to
      interest-rate Hedging Obligations; plus


	 	 
	 	     (2)      the
      consolidated interest expense of such Person and its Restricted
      Subsidiaries that was capitalized during such period;
  plus


	 	 
	 	     (3)      any
      interest expense on Indebtedness of another Person that is guaranteed by
      such Person or one of its Restricted Subsidiaries or secured by a Lien on
      assets of such Person or one of its Restricted Subsidiaries, whether or
      not such guarantee or Lien is called upon;
plus


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	 	     (4)      the
      product of (a) all dividend payments, whether paid or accrued and whether
      or not in cash, on any series of Disqualified Equity of such Person or any
      of its Restricted Subsidiaries, other than dividend payments on Equity
      Interests payable solely in Equity Interests of the Company (other than
      Disqualified Equity) or to the Company or a Restricted Subsidiary of the
      Company, times (b) a fraction, the numerator of which is one and the
      denominator of which is one minus the then current combined federal, state
      and local statutory tax rate of such Person, expressed as a
    decimal;


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

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

     “General
Partner” means Atlas Pipeline Partners GP, L.L.C., a Delaware limited
liability company, and its successors and permitted assigns as general partner
of the Company.

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

     “Global
Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, in the form of Exhibit A hereto
issued in accordance with Section 2.01, 2.06(b) or 2.06(f) hereof.

     “guarantee” means to guarantee,
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, directly or indirectly, in any manner, including,
without limitation, by way of a pledge of assets, or through letters of credit
or reimbursement, “claw-back,” “make-well,” or “keep-well” agreements in respect
thereof, all or any part of any Indebtedness. 

     “Guarantee” means, individually and
collectively, the guarantees given by the Subsidiary Guarantors pursuant to
Article 10 hereof, including a notation in the Notes substantially in the form
attached hereto as Exhibit D.

     “Guarantee Obligations” means, with
respect to each Subsidiary Guarantor, the obligations of such Guarantor under
Article 10.

     “Guarantor Subordinated Obligation”
means, with respect to a Subsidiary Guarantor, any Indebtedness or other
Obligations of such Subsidiary Guarantor (whether outstanding on the Issue Date
or thereafter incurred) which are expressly subordinate in right of payment to
the Obligations of such Subsidiary Guarantor under its Guarantee pursuant to a
written agreement.

     “Hedging
Obligations” means, with respect to any Person, the obligations of such
Person under interest rate and commodity price swap agreements, interest rate
and commodity price cap agreements, interest rate and commodity price collar
agreements and foreign currency and commodity price exchange agreements, options
or futures contracts or other similar agreements or arrangements or Hydrocarbon
hedge contracts or Hydrocarbon forward sales contracts, in each case designed to
protect such Person against fluctuations in interest rates, foreign exchange
rates, or commodities prices.

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

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

      “IAI
Global Note” means the Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and that has the
“Schedule of Exchange of Interests in the Global Note” attached thereto and
deposited with and registered in the name of the Depositary or its nominee that
will be issued in a denomination equal to the outstanding principal amount of
the Notes transferred to Institutional Accredited Investors in accordance with
2.06(b)(iii)(C), subject to adjustment as provided in Section 2.06
hereof.

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     “Indebtedness” means, with respect
to any specified Person, any indebtedness of such Person, whether or not
contingent:

	 	     (1)      in
      respect of borrowed money;


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


	 	 
	 	     (3)      in
      respect of banker’s acceptances;


	 	 
	 	     (4)     
      representing Capital Lease Obligations;


	 	 
	 	     (5)     
      representing all Attributable Debt of such Person in respect of any sale
      and lease-back transactions not involving a Capital Lease
      Obligation;


	 	 
	 	     (6)     
      representing the balance deferred and unpaid of the purchase price of any
      property, except any such balance that constitutes an accrued expense or
      trade payable incurred in the ordinary course of
  business;


	 	 
	 	     (7)     
      representing Disqualified Equity; or


	 	 
	 	     (8)     
      representing any Hedging Obligations;


if and to the extent any of the preceding
items (other than letters of credit, Disqualified Equity and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term
“Indebtedness” includes all Indebtedness of others secured by a Lien on
any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the
guarantee by such Person of any indebtedness of any other Person, provided that
a guarantee otherwise permitted by this Indenture to be incurred by the Company
or any of its Restricted Subsidiaries of Indebtedness incurred by the Company or
a Restricted Subsidiary in compliance with the terms of this Indenture shall not
constitute a separate incurrence of Indebtedness.

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

	 	     (1)      the
      accreted value thereof, in the case of any Indebtedness issued with
      original issue discount;


	 	 
	 	     (2)      in
      the case of any Hedging Obligation, the termination value of the agreement
      or arrangement giving rise to such Hedging Obligation that would be
      payable by such Person at such date;


	 	 
	 	     (3)      in
      the case of any letter of credit, the maximum potential liability
      thereunder; and


	 	 
	 	     (4)      the
      principal amount thereof, together with any interest thereon that is more
      than 30 days past due, in the case of any other
  indebtedness.


     For purposes
of clause (7) of the first paragraph of this definition, Disqualified Equity
shall be valued at the maximum fixed redemption, repayment or repurchase price,
which shall be calculated in accordance with the terms of such Disqualified
Equity as if such Disqualified Equity were repurchased on any date on which
Indebtedness shall be required to be determined pursuant to this Indenture;
provided,that if such Disqualified Equity is not then permitted by
its terms to be redeemed, repaid or repurchased, the redemption, repayment or
repurchase price shall be the book value of such Disqualified Equity. The amount
of Indebtedness of any Person at any date shall be the outstanding balance at
such date of all unconditional Obligations as described above and the maximum
liability of any guarantees at such date; provided that for purposes of
calculating the amount of any non-interest bearing or other discount security,
such Indebtedness shall be deemed to be the principal amount thereof that would
be shown on the balance sheet of the issuer thereof dated such date prepared in
accordance with GAAP, but that such security shall be deemed to have been
incurred only on the date of the original issuance thereof.

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

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

     “Initial
Purchasers” means Wachovia Capital Markets, LLC, Banc of America Securities
LLC and Lehman Brothers Inc.

     “Institutional Accredited Investor”
means an institution that is an “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) of the rules and regulations promulgated under the
Securities Act.

     “Interest
Payment Date” means Stated Maturity of an installment of interest on the
Notes.

     “Investment Grade Rating” means a
rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or
the equivalent) by Standard & Poors or, if Moody’s and Standard & Poors
both cease to rate the Notes for reasons outside the Company’s control, the
equivalent ratings from any other nationally recognized statistical ratings
agency.

     “Investments” means, with respect to
any Person, all investments by such Person in other Persons (including
Affiliates) in the forms of direct or indirect loans (including guarantees of
Indebtedness or other Obligations), advances (other than advances to customers
in the ordinary course of business that are recorded as accounts receivable on
the balance sheet of the lender and commission, moving, travel and similar
advances to officers and employees made in the ordinary course of business) or
capital contributions, purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. For purposes of the definition of
“UnrestrictedSubsidiary,” the definition of “Restricted Payment” and the
covenant in Section 4.08 hereof, (1) the term “Investment” shall include the
portion (proportionate to the Company’s Equity Interest in such Subsidiary) of
the fair market value of the net assets of any Subsidiary of the Company or any
of its Restricted Subsidiaries at the time that such Subsidiary is designated an
Unrestricted Subsidiary, and (2) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer, in each case as determined in good faith by the Board of
Directors of the General Partner. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary
of the Company, the Company shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Restricted Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.08(b)
hereof.

     “Issue
Date” means December 20, 2005.

     “Issuers” means the Company and
Finance Co, collectively; “Issuer” means the Company or Finance
Co.

     “Joint
Venture” means any Person that is not a direct or indirect Subsidiary of the
Company in which the Company or any of its Restricted Subsidiaries makes any
Investment; provided that the Company and its Restricted Subsidiaries own
at least 20% of the Equity Interests of such Person on a fully diluted basis or
control the management of such Person pursuant to a contractual
agreement.

     “Legal
Holiday” means a Saturday, a Sunday or a day on which banking institutions
in New York, New York or at a place of payment are authorized by law, regulation
or executive order to remain closed. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue for the intervening
period.

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     “Letter
of Transmittal” means the letter of transmittal to be prepared by the
Issuers and sent to all Holders of the Notes for use by such Holders in
connection with an Exchange Offer.

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

     “Make
Whole Amount” means, with respect to any Note at any redemption date, the
greater of (A) 1.0% and (B) the excess, if any, of (1) an amount equal to the
present value of (a) the redemption price of such Note at December 15, 2010 plus
(b) the remaining scheduled interest payments on the Notes to be redeemed
(subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date) to December 15, 2010 (other than
interest accrued to the redemption date), computed using a discount rate equal
to the Treasury Rate plus 50 basis points, over (2) the aggregate principal
amount of the Notes to be redeemed.

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

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

	 	     (1)      the
      aggregate after tax effect on gains and losses realized in connection
      with:


	 	 	 
	 	 	     (a)      any
      Asset Sale; or


	 	 	 
	 	 	     (b)      the
      disposition of any securities by such Person or any of its Restricted
      Subsidiaries; and


	 	 	
	 	     (2)     
      other than for purposes of Section 4.08 hereof, any extraordinary gain or
      loss, together with any related provision for taxes on such extraordinary
      gain or loss.


     “Net
Proceeds” means, with respect to any Asset Sale or sale of Equity Interests,
the aggregate proceeds received by the Company or any of its Restricted
Subsidiaries in cash or Cash Equivalents in respect of any Asset Sale or sale of
Equity Interests (including, without limitation, any cash received upon the sale
or other disposition of any non-cash consideration received in any such sale),
net of, without duplication, (1) the direct costs relating to such Asset Sale or
sale of Equity Interests, including, without limitation, brokerage commissions
and legal, accounting and investment banking fees, sales commissions, recording
fees, title transfer fees, and any relocation expenses incurred as a result
thereof, (2) taxes paid or payable as a result thereof, in each case after
taking into account any available tax credits or deductions and any tax sharing
arrangements, (3) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or Equity Interests that were the
subject of such Asset Sale or sale of Equity Interests, (4) all distributions
and payments required to be made to minority interest holders in Restricted
Subsidiaries as a result of such Asset Sale and (5) any amounts to be set aside
in any reserve established in accordance with GAAP or any amount placed in
escrow, in either case for adjustment in respect of the sale price of such asset
or Equity Interests or for liabilities associated with such Asset Sale or sale
of Equity Interests and retained by the Company or any of its Restricted
Subsidiaries until such time as such reserve is reversed or such escrow
arrangement is terminated, in which case Net Proceeds shall include only the
amount of the reserve so reversed or the amount returned to the Company or its
Restricted Subsidiaries from such escrow arrangement, as the case may
be.

     “Non-Recourse Debt” means
Indebtedness as to which:

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	 	     (1)     
      neither the Company nor any of its Restricted Subsidiaries (a) provides
      credit support of any kind (including any undertaking, agreement or
      instrument that would constitute Indebtedness), (b) is directly or
      indirectly liable as a guarantor or otherwise, or (c) constitutes the
      lender of such Indebtedness;


	 	 
	 	     (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 (other than the Notes) of the Company or any of its
      Restricted Subsidiaries to declare a default on such other Indebtedness or
      cause the payment thereof to be accelerated or payable prior to its Stated
      Maturity; and


	 	 
	 	     (3)      the
      lenders have been notified in writing that they will not have any recourse
      to the stock or assets of the Company or any of its Restricted
      Subsidiaries.


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

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

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

     “Obligations” means any principal,
interest, penalties, fees, indemnifications, reimbursement obligations, damages
and other liabilities payable under the documentation governing any
Indebtedness.

     “Offering” means the offering of the
Notes by the Issuers pursuant to the Offering Memorandum.

     “Offering
Memorandum” means the offering memorandum of the Issuers dated December 15,
2005 relating to the Offering.

     “Officer” means, with respect to any
Person, the Chairman of the Board, the Chief Executive Officer, the President,
the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Vice President of such Person (or, with respect to the Company or the
Operating Company, so long as it remains a partnership, the General
Partner).

     “Officers’ Certificate” means a
certificate signed on behalf of each of the Company and Finance Co by two of its
Officers (or so long as they remain partnerships, Officers of the General
Partner), one of whom must be the principal executive officer, the principal
financial officer or the principal accounting officer of such Person, that meets
the requirements of Section 12.05 hereof.

     “Operating Company” means Atlas
Pipeline Operating Partnership, L.P., a Delaware limited liability company, and
its successors.

     “Operating Surplus” shall have the
meaning assigned to such term in the Partnership Agreement, as in effect on the
Issue Date.

     “Opinion
of Counsel” means an opinion from legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements of Section 12.05 hereof. The counsel
may be an employee of or counsel to the Company, Finance Co or the General
Partner (or any Subsidiary Guarantor, if applicable), any Subsidiary of the
Company or the Trustee.

     “Participant” means a Person who has
an account with DTC.

     “Participating Broker-Dealer” has
the meaning set forth in the Registration Rights Agreement relating to the Notes
issued on the Issue Date.

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     “Partnership Agreement” means the
Second Amended and Restated Agreement of Limited Partnership of the Company,
dated as of March 9, 2004, as such may be amended, modified or supplemented from
time to time.

     “Permitted Asset Swap” means the
concurrent purchase and sale or exchange of assets used in a Permitted Business
or a combination of assets used in a Permitted Business and cash or Cash
Equivalents between the Company or any of its Restricted Subsidiaries and
another Person. 

     “Permitted Business” means either
(1) gathering, transporting, treating, processing, marketing or otherwise
handling Hydrocarbons, or activities or services reasonably related or ancillary
thereto including entering into Hedging Obligations to support these businesses,
or (2) any other business that generates gross income at least 90% of which
constitutes “qualifying income” under Section 7704(d)(1)(E) of the
Code.

     “Permitted Investments”
means:

	 	     (1)      any
      Investment in, or that results in the creation of, any Restricted
      Subsidiary of the Company;


	 	 
	 	     (2)      any
      Investment in the Company or in a Restricted Subsidiary of the Company
      (excluding redemptions, purchases, acquisitions or other retirements of
      Equity Interests in the Company);


	 	 
	 	     (3)      any
      Investment in cash or Cash Equivalents;


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


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


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


	 	 
	 	     (5)      any
      Investment made as a result of the receipt of consideration consisting of
      other than cash or Cash Equivalents from an Asset Sale that was made
      pursuant to and in compliance with Section
4.07;


	 	 
	 	     (6)      any
      Investment in a Person solely in exchange for the issuance of Equity
      Interests (other than Disqualified Equity) of the
  Company;


	 	 
	 	     (7)     
      Investments in stock, obligations or securities received in settlement of
      debts owing to the Company or any of its Restricted Subsidiaries as a
      result of bankruptcy or insolvency proceedings or upon the foreclosure,
      perfection or enforcement of any Lien in favor of the Company or any such
      Restricted Subsidiary, in each case as to debt owing to the Company or any
      such Restricted Subsidiary that arose in the ordinary course of business
      of the Company or any such Restricted
Subsidiary;


	 	 
	 	     (8)      any
      Investment in Hedging Obligations permitted to be incurred under Section
      4.09 hereof; 


	 	 
	 	     (9)     
      other investments in any Person engaged in a Permitted Business (other
      than an Investment in an Unrestricted Subsidiary) having an aggregate fair
      market value (measured on the date each such Investment was made and
      without giving effect to subsequent changes in value), when taken together
      with all other Investments made pursuant to this clause (9) since the
      Issue Date and existing at the time of the Investment, which is the
      subject of the determination, was made, not to exceed the greater of (a)
      $10.0 million and (b) 2.50% of Consolidated Net Tangible
  Assets;


	 	 
	 	     (10)
            any Investment in the notes and Investments
      existing on the Issue Date; and


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	 	     (11)     
      Investments consisting of purchases and acquisitions of inventory,
      supplies, materials and equipment or purchases of contract rights or
      licenses or leases of intellectual property, in each case in the ordinary
      course of business.


     “Permitted Liens” means:

	 	     (1)     
      Liens securing Indebtedness under the Credit Facilities permitted to be
      incurred under this Indenture provided that all such Liens are pari passu
      with each other;


	 	 
	 	     (2)     
      Liens in favor of the Company or any of its Restricted
    Subsidiaries;


	 	 
	 	     (3)      any
      interest or title of a lessor in the property subject to a Capital Lease
      Obligation;


	 	 
	 	     (4)     
      Liens on property (including Equity Interests) of a Person existing at the
      time such Person is merged with or into or consolidated with the Company
      or any Restricted Subsidiary of the Company, provided that such Liens were
      in existence prior to, and were not obtained in contemplation of, such
      merger or consolidation and do not extend to any assets other than those
      of the Person merged into or consolidated with the Company or such
      Restricted Subsidiary;


	 	 
	 	     (5)     
      Liens on property existing at the time of acquisition thereof by the
      Company or any Restricted Subsidiary of the Company, provided that such
      Liens were in existence prior to, and were not obtained in contemplation
      of, such acquisition and relate solely to such property, accessions
      thereto and the proceeds thereof;


	 	 
	 	     (6)     
      Liens to secure the performance of tenders, bids, leases, statutory or
      regulatory obligations, surety, indemnity or appeal bonds, government
      contracts, performance bonds or other obligations of a like nature
      incurred in the ordinary course of business;


	 	 
	 	     (7)     
      Liens on any property or asset acquired, constructed or improved by the
      Company or any Restricted Subsidiary, which (a) are in favor of the seller
      of such property or assets, in favor of the Person constructing or
      improving such asset or property, or in favor of the Person that provided
      the funding for the acquisition, construction or improvement of such asset
      or property, (b) are created within 360 days after the date of
      acquisition, construction or improvement, (c) secure the purchase price or
      construction or improvement cost, as the case may be, of such asset or
      property in an amount not to exceed the lesser of (i) the cost to the
      Company and its Restricted Subsidiaries of such acquisition, construction
      or improvement of such asset or property and (ii) 100% of the fair market
      value (as determined by the Board of Directors of the General Partner) of
      such acquisition, construction or improvement of such asset or property,
      and (d) are limited to the asset or property so acquired, constructed or
      improved (including proceeds thereof, accessions thereto and upgrades
      thereof);


	 	 
	 	     (8)     
      Liens to secure performance of Hedging Obligations of the Company or a
      Restricted Subsidiary;


	 	 
	 	     (9)     
      Liens existing on the Issue Date and Liens in connection with any
      extensions, refinancing, renewal, replacement or defeasance of any
      Indebtedness or other obligation secured thereby; provided that (a)
      the principal amount of the Indebtedness secured by such Lien is not
      increased and (b) no assets are encumbered by any such Lien other than the
      assets encumbered immediately prior to such extension, refinancing,
      renewal, replacement or defeasance;


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


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	 	     (11)     
      Liens arising under operating agreements, joint venture agreements,
      partnership agreements, oil and gas leases, farmout agreements, division
      orders, contracts for sale, transportation or exchange of oil and natural
      gas, unitization and pooling declarations and agreements, area of mutual
      interest agreements and other agreements arising in the ordinary course of
      the Company’s or any Restricted Subsidiary’s business that are customary
      in the Permitted Business; provided that any Liens arising under
      operating agreements, joint venture agreements, partnership agreements and
      the like are non-recourse to the Company and its Subsidiaries and only
      attach to Equity Interests in the applicable joint venture, partnership or
      other entity that is the subject of such agreement, and liens deemed to
      exist as a result of Permitted Noark
Distributions;


	 	 
	 	     (12)     
      Liens securing the Obligations of the Issuers under the Notes and this
      Indenture and of the Subsidiary Guarantors under the
  Guarantees;


	 	 
	 	     (13)     
      Liens upon specific items of inventory or other goods and proceeds thereof
      of any Person securing such Person’s Obligations in respect of bankers’
      acceptances issued or created for the account of such Person to facilitate
      the purchase, shipment or storage of such inventory or other goods and
      permitted by Section 4.09 hereof;


	 	 
	 	     (14)     
      Liens securing any indebtedness equally and ratably with all Obligations
      due under the Notes or any Guarantee pursuant to a contractual covenant
      that limits liens in a manner substantially similar to Section 4.10
      hereof; and


	 	 
	 	     (15)     
      Liens incurred in the ordinary course of business of the Company or any
      Restricted Subsidiary of the Company with respect to Obligations that do
      not exceed 5% of Consolidated Net Tangible Assets at any one time
      outstanding.


During any covenant suspension pursuant to
Section 4.20 hereof, for purposes of complying with Section 4.10, the Liens
described in clauses (1) and (15) of this definition of “Permitted Liens” will
be Permitted Liens only to the extent those Liens secure Indebtedness not
exceeding, at the time of determination, 10% of the Consolidated Net Tangible
Assets of the Company. 

     “Permitted Noark Distributions”
means dividends or distributions payable to a holder of equity interests of
Noark Pipeline System, LP that made a Special Capital Contribution (as defined
in the Noark Pipeline System, LP Amended and Restated Agreement of Limited
Partnership as in effect on the Issue Date) specifically to finance a particular
expansion project; provided that such dividends or distributions, in the
aggregate with respect to any expansion project, shall not exceed the additional
or incremental net operating income of Noark attributable to such expansion
project and shall not exceed 200% of such holder’s Special Capital Contributions
made in respect of such expansion project.

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

	 	     (1)      the
      principal amount of such Permitted Refinancing Indebtedness does not
      exceed the principal amount of, plus accrued interest on the Indebtedness
      so extended, refinanced, renewed, replaced, defeased or refunded (plus the
      amount of necessary fees and expenses incurred in connection therewith and
      any premiums paid on the Indebtedness so extended, refinanced, renewed,
      replaced, defeased or refunded);


	 	 
	 	     (2)     
      such Permitted Refinancing 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 extended, refinanced, renewed, replaced,
      defeased or refunded;


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


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	 	     (4)     
      such Indebtedness is not incurred by a Restricted Subsidiary if the
      Company is the obligor on the Indebtedness being extended, refinanced,
      renewed, replaced, defeased or refunded.


     For the
avoidance of doubt, the foregoing clauses (1) through (4) shall not apply to
extensions, refinancings, renewals, replacements, defeasances or refunds of the
Credit Facility. 

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

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

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

     “Rating
Agency” means each of Standard & Poors and Moody’s, or if Standard &
Poors or Moody’s or both 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 Issuers (as certified by a resolution of the Board
of Directors of the General Partner) which shall be substituted for Standard
& Poors or Moody’s, or both, as the case may be.

     “Registrable Securities” has the
meaning set forth in the Registration Rights Agreement applicable to such
Notes.

     “Registration Rights Agreement”
means (1) with respect to the Notes issued on the Issue Date that certain
agreement among the Issuers, the Subsidiary Guarantors and the Initial
Purchasers requiring the Issuers and the Subsidiary Guarantors to file an
Exchange Offer Registration Statement and a Shelf Registration Statement, and
(2) any other registration rights agreement relating to any additional Notes
issued by the Issuers after the Issue Date pursuant to Section 2.02.

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

     “Regulation S Global Note” means a
Global Note in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and that has the “Schedule of Exchange
of Interests in the Global Note” attached thereto and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S, subject to adjustment as provided
in Section 2.06 hereof.

     “Responsible Officer,” when used
with respect to the Trustee, means the officer in the Corporate Trust Department
of the Trustee having direct responsibility for administration of this
Indenture.

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

     “Restricted Global Note” means a
Global Note bearing the Private Placement Legend and that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto.

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

     “Restricted Subsidiary” of a Person
means any Subsidiary of the referenced Person that is not an Unrestricted
Subsidiary. Notwithstanding anything in this Indenture to the contrary, each of
Finance Co and the Operating Company shall be a Restricted Subsidiary of the
Company.

     “Rule
144” means Rule 144 promulgated by the SEC under the Securities
Act.

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

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     “Rule
903” means Rule 903 of Regulation S promulgated by the SEC under the
Securities Act.

     “Rule
904” means Rule 904 of Regulation S promulgated by the SEC under the
Securities Act.

     “SEC”
means the Securities and Exchange Commission.

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

     “Shelf
Registration Statement” means a shelf registration statement filed with the
SEC by the Issuers and the Subsidiary Guarantors in accordance with the
applicable Registration Rights Agreement to register resales of the Notes or the
Exchange Notes.

     “Significant Subsidiary” means any
Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to
the Securities Act and the Exchange Act, as such Regulation is in effect on the
Issue Date.

     “Standard
& Poors” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to the rating agency business
thereof.

     “Stated
Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which such payment of interest or
principal was scheduled to be paid in the original documentation governing such
Indebtedness, and shall 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.

     “Subordinated Obligation” means any
Indebtedness of either Issuer (whether outstanding on the Issue Date or
thereafter incurred) which is subordinate or junior in right of payment to the
Notes pursuant to a written agreement.

     “Subsidiary” means, with respect to
any Person:

	 	     (1)      any
      corporation, association or other business entity (other than an entity
      referred to in clause (2) below) of which more than 50% of the total
      Voting Stock is at the time owned or controlled, directly or indirectly,
      by such Person or one or more of the other Subsidiaries of that Person (or
      a combination thereof); and


	 	 
	 	     (2)      any
      partnership (whether general or limited), limited liability company or
      joint venture (a) the sole general partner or the managing general partner
      or managing member of which is such Person or a Subsidiary of such Person,
      or (b) if there are more than a single general partner or member, either
      (i) the only general partners or managing members of which are such Person
      and/or one or more Subsidiaries of such Person (or any combination
      thereof) or (ii) such Person owns or controls, directly or indirectly, a
      majority of the outstanding general partner interests, member interests or
      other Voting Stock of such partnership, limited liability company or joint
      venture, respectively.


     “Subsidiary Guarantors” means each
of:

	 	     (1)     
      each Restricted Subsidiary of the Company existing on the Issue
      Date;


	 	 
	 	     (2)      any
      other Subsidiary of the Company that becomes a Subsidiary Guarantor in
      accordance with the provisions of Section 4.13 and Article 10 of this
      Indenture; and


	 	 
	 	     (3)     
      their respective successors and assigns;


in each case until such Subsidiary
Guarantor ceases to be such in accordance with this Indenture. Notwithstanding
anything in this Indenture to the contrary, Finance Co shall not be a Subsidiary
Guarantor.

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     “Tax
Payment” means any payment of foreign, federal, state or local tax
liabilities.

     “TIA”
means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in
effect on the date on which this Indenture is qualified under the TIA, except as
provided in Section 9.03 hereof.

     “Treasury
Rate” means, at the time of computation, the yield to maturity of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15(519) which has
become publicly available at least two Business Days prior to the redemption
date or, if such Statistical Release is no longer published, any publicly
available source of similar market data) most nearly equal to the period from
the redemption date to December 15, 2010; provided, however, that if such
period is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for
which such yields are given, except that if the period from the redemption date
to December 15, 2010 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year shall be used. The Treasury Rate shall be calculated on the third Business
Day preceding the redemption date. Any weekly average yields calculated by
interpolation shall be rounded to the nearest 1/100th of 1%, with any figure of
1/200th of 1% or above being rounded upward.

     “Trustee” means the party named as
such in the preamble of this Indenture until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means
the successor serving hereunder.

     “U.S.
Government Obligations” means securities that are (1) direct Obligations of
the United States of America for the payment of which its full faith and credit
is pledged and (2) Obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses
(1) or (2) above, are not callable or redeemable at the option of the issuers
thereof.

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

     “Unrestricted Certificated Note”
means one or more Certificated Notes that do not bear and are not required to
bear the Private Placement Legend.

     “Unrestricted Global Note” means a
permanent Global Note in the form of Exhibit A attached hereto that bears
the Global Note Legend and that has the “Schedule of Exchanges of Interests in
the Global Note” attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary, representing a series of Notes
that do not bear the Private Placement Legend.

     “Unrestricted Subsidiary” means any
Subsidiary of the Company (other than Finance Co or the Operating Company) that
is designated by the Board of Directors of the General Partner as an
Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
that such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2)
is not a party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
arrangement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company; (3) is a Person with
respect to which neither the Company nor any of its Restricted Subsidiaries has
any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to
cause such Person to achieve any specified levels of operating results; and (4)
has not guaranteed or otherwise directly or indirectly provided credit support
for any Indebtedness of the Company or any of its Restricted Subsidiaries.
Notwithstanding anything in this Indenture to the contrary, neither Finance Co
nor the Operating Company shall be designated as an Unrestricted
Subsidiary.

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     Any
designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall
be evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation and an Officers’ Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section
4.08 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, the Company
shall be in default of such covenant.

     “Voting
Stock” of any Person as of any date means the Equity Interests of such
Person pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers, general partners or trustees of such Person (regardless of whether, at
the time, Equity Interests of any other class or classes shall have, or might
have, voting power by reason of the occurrence of any contingency) or, with
respect to a partnership (whether general or limited), any general partner
interest in such partnership.

     “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 thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and
the making of such payment; by (2) the then outstanding principal amount of such
indebtedness.

	Section 1.02.	Other
Definitions.


	TERM	 	 	DEFINED IN SECTION	 
			




    		
	“Affiliate
      Transaction”	 	 	4.12	 
	“Alternate
      Offer”	 	 	4.06(h)	 
	“Asset Sale
      Offer”	 	 	3.09	 
	“Calculation
      Date”	 	 	1.01 (definition of
      Fixed Charge Coverage Ratio)	 
	“Change of Control
      Offer”	 	 	4.06(a)	 
	“Change of Control
      Payment”	 	 	4.06(a)	 
	“Change of Control
      Payment Date”	 	 	4.06(b)	 
	“Covenant
      Defeasance”	 	 	8.03	 
	“DTC”	 	 	2.03	 
	“Event of
      Default”	 	 	6.01	 
	“Excess
      Proceeds”	 	 	4.07(c)	 
	“Incremental
      Funds”	 	 	4.08(a)	 
	“incur”	 	 	4.09(a)	 
	“Legal
      Defeasance”	 	 	8.02	 
	“Offer
      Amount”	 	 	3.09	 
	“Offer
      Period”	 	 	3.09	 
	“Paying
      Agent”	 	 	2.03	 
	“Payment
      Default”	 	 	6.01(f)	 
	“Permitted
      Debt”	 	 	4.09(b)	 
	“Purchase
      Date”	 	 	3.09	 
	“Registrar”	 	 	2.03	 
	“Reinstatement
      Date”	 	 	4.20	 
	“Restricted
      Payments”	 	 	4.08(a)	 
	“Suspended
      Covenants”	 	 	4.20	 


	 	 
	Section 1.03.	Incorporation by Reference of Trust
      Indenture Act. Whenever this Indenture refers to a provision of the
      TIA, 
	the provision is incorporated by
      reference in and made a part of this Indenture.



     The
following TIA terms used in this Indenture have the following
meanings:

	 	     “indenture securities” means
      the Notes and the Guarantees;


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	 	     “indenture security holder”
      means a Holder of a Note;


	 	 
	 	     “indenture to be qualified”
      means this Indenture;


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


	 	 
	 	     “obligor” on the Notes means
      the Company, Finance Co or any Subsidiary Guarantor and any successor
      obligor upon the Notes.


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

	Section 1.04.	Rules of
  Construction.


     Unless the
context otherwise requires:

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


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


	 	 
	 	     (3)     
      “or” is not exclusive;


	 	 
	 	     (4)     
      words in the singular include the plural, and in the plural include the
      singular;


	 	 
	 	     (5)     
      provisions apply to successive events and transactions;
  and


	 	 
	 	     (6)     
      references to sections of or rules under the Securities Act or the
      Exchange Act shall be deemed to include substitute, replacement of
      successor sections or rules adopted by the SEC from time to
  time.


	 
	ARTICLE
      2     

THE
  NOTES


	 	 
	Section 2.01.	Form and
Dating.


     The Notes
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibit A hereto. The notation on each Note relating to the
Guarantees shall be substantially in the form set forth on Exhibit D,
which is a part of this Indenture. The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Note shall be
dated the date of its authentication. The Notes shall be in denominations of
$1,000 and integral multiples thereof.

     The terms
and provisions contained in the Notes (including the Guarantees) shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, Finance Co, the Subsidiary Guarantors, and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent permitted by law, if
any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be
controlling.

     Notes issued
in global form shall be substantially in the form of Exhibit A attached
hereto (including the Global Note Legend and the “Schedule of Exchanges in the
Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without
the Global Note Legend, the phrase identified in footnote 3 thereto and
without the “Schedule of Exchanges of Interests in the Global Note” attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

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	Section 2.02.	Execution and
  Authentication.


     One Officer
of the Company and one Officer of Finance Co shall sign the Notes for the
Company and Finance Co, respectively, by manual or facsimile
signature.

     If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note shall nevertheless be valid.

     A Note shall
not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

     The Trustee
shall, upon a written order of the Company and Finance Co signed by one Officer
of the Company and one Officer of Finance Co, authenticate (i) $250,000,000
aggregate principal amount of Notes, with the Guarantees endorsed thereon, for
original issue on the Issue Date and (ii) from time to time thereafter any
amount of additional Notes specified by the Issuers, in each case, upon a
written order of the Company and Finance Co signed by one Officer of the Company
and one Officer of Finance Co. Such order shall specify (a) the amount of the
Notes of each series to be authenticated and the date of original issue thereof,
and (b) whether the Notes are Exchange Notes. The aggregate principal amount of
Notes of either series outstanding at any time may not exceed the aggregate
principal amount of Notes of such series authorized for issuance by the Issuers
pursuant to one or more written orders of the Issuers, except as provided in
Section 2.07 hereof. Subject to the foregoing, the aggregate principal amount of
Notes of either series that may be issued under this Indenture shall not be
limited.

     The Notes
issued on the Issue Date and any additional Notes subsequently issued, together
with the Exchange Notes issued in exchange therefor, shall be treated as a
single class for all purposes under this Indenture, including, without
limitation, waivers, amendments, redemptions and offers to purchase.

     The Trustee
may appoint an authenticating agent acceptable to the Issuers to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may
do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same
rights as an Agent to deal with Holders or an Affiliate of either of the
Issuers.

	Section 2.03.	Registrar and Paying
  Agent.


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

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

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

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	Section 2.04.	Paying Agent to Hold Money in
      Trust.


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

	Section 2.05.	Holder
Lists.


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

	Section 2.06.	Transfer and
  Exchange.


	 
	     (a)     Transfer
      and Exchange of Global Notes. A Global Note may not be transferred as
      a whole except by the Depositary to a nominee of the Depositary, by a
      nominee of the Depositary to the Depositary or to another nominee of the
      Depositary, or by the Depositary or any such nominee to a successor
      Depositary or a nominee of such successor Depositary. All Global Notes may
      be exchanged by the Issuers for Certificated Notes if (i) the Issuers
      deliver to the Trustee notice from the Depositary that it is unwilling or
      unable to continue to act as Depositary or that it is no longer a clearing
      agency registered under the Exchange Act and, in either case, a successor
      Depositary is not appointed by the Issuers within 90 days after the date
      of such notice from the Depositary, or (ii) if an Event of Default occurs
      and is continuing and the Depositary notifies the Trustee of its decision
      to exchange the Global Notes for Certificated Notes. Whenever a Global
      Note is exchanged as a whole for one or more Certificated Notes, it shall
      be surrendered by the Holder thereof to the Trustee for cancellation.
      Whenever a Global Note is exchanged in part for one or more Certificated
      Notes, it shall be surrendered by the Holder thereof to the Trustee and
      the Trustee shall make the appropriate notations to the Schedule of
      Exchanges of Interests in the Global Notes attached thereto pursuant to
      Section 2.01 hereof. All Certificated Notes issued in exchange for a
      Global Note or any portion thereof shall be registered in such names, and
      delivered, as the Depositary shall instruct the Trustee. Global Notes also
      may be exchanged or replaced, in whole or in part, as provided in Sections
      2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange
      for, or in lieu of, a Global Note or any portion thereof, pursuant to
      Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the
      form of, and shall be, a Global Note. A Global Note may not be exchanged
      for another Note other than as provided in this Section 2.06(a); however,
      beneficial interests in a Global Note may be transferred and exchanged as
      provided in Section 2.06(b) or (f) hereof.


	 
	     (b)     Transfer
      and Exchange of Beneficial Interests in the Global Notes. The transfer
      and exchange of beneficial interests in the Global Notes shall be effected
      through the Depositary, in accordance with the provisions of this
      Indenture and the Applicable Procedures. Beneficial interests in the
      Restricted Global Notes shall be subject to restrictions on transfer
      comparable to those set forth herein to the extent required by the
      Securities Act. Transfers of beneficial interests in the Global Notes also
      shall require compliance with either subparagraph (i) or (ii) below, as
      applicable, as well as one or more of the other following subparagraphs as
      applicable:


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			 	     (i)     Transfer
      of Beneficial Interests in the Same Global Note. Beneficial interests
      in any Restricted Global Note may be transferred to Persons who take
      delivery thereof in the form of a beneficial interest in the same
      Restricted Global Note in accordance with the transfer restrictions set
      forth in the Private Placement Legend; provided, however, that prior to
      the expiration of the Distribution Compliance Period transfers of
      beneficial interests in the Regulation S Global Note may not be made to a
      U.S. Person or for the account or benefit of a U.S. Person (other than an
      Initial Purchaser). Beneficial interests in any Unrestricted Global Note
      may be transferred only to Persons who take delivery thereof in the form
      of a beneficial interest in an Unrestricted Global Note. No written orders
      or instructions shall be required to be delivered to the Registrar to
      effect the transfers described in this Section
  2.06(b)(i).


			 	 
			 	     (ii)     All
      Other Transfers and Exchanges of Beneficial Interests in Global Notes.
      In connection with all transfers and exchanges of beneficial interests
      (other than a transfer of a beneficial interest in a Global Note to a
      Person who takes delivery thereof in the form of a beneficial interest in
      the same Global Note), the transferor of such beneficial interest must
      deliver to the Registrar (A) a written order from a Participant or an
      Indirect Participant given to the Depositary in accordance with the
      Applicable Procedures directing the Depositary to credit or cause to be
      credited a beneficial interest in another Global Note in an amount equal
      to the beneficial interest to be transferred or exchanged and (B)
      instructions given in accordance with the Applicable Procedures containing
      information regarding the Participant account to be credited with such
      increase. Upon an Exchange Offer by the Issuers in accordance with Section
      2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be
      deemed to have been satisfied upon receipt by the Registrar of the
      instructions contained in the Letters of Transmittal delivered by the
      holders of such beneficial interests in the Restricted Global Notes. Upon
      satisfaction of all of the requirements for transfer or exchange of
      beneficial interests in Global Notes contained in this Indenture, the
      Notes and otherwise applicable under the Securities Act, the Trustee shall
      adjust the principal amount of the relevant Global Note(s) pursuant to
      Section 2.06(h) hereof.


			 	 
			 	     (iii)     Transfer
      of Beneficial Interests to Another Restricted Global Note. A
      beneficial interest in any Restricted Global Note may be transferred to a
      Person who takes delivery thereof in the form of a beneficial interest in
      another Restricted Global Note if the transfer complies with the
      requirements of clause (ii) above and the Registrar receives the
      following:


			 	 	 
			 	 	     (A)     if
      the transferee will take delivery in the form of a beneficial interest in
      the 144A Global Note, then the transferor must deliver a certificate in
      the form of Exhibit B hereto, including the certifications in
      item (1) thereof;


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


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


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


	 	 	 
	 	 	     (A)     
      such exchange or transfer is effected pursuant to an Exchange Offer in
      accordance with the applicable Registration Rights Agreement and the
      holder of the beneficial interest to be transferred, in the case of an
      exchange, or the transferee, in the case of a transfer, is not (i) a
      broker-dealer, (ii) a Person participating in the distribution of the
      Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule
      144) of the Company;


	 	 	 
	 	 	     (B)      any
      such transfer is effected pursuant to a Shelf Registration Statement in
      accordance with the applicable Registration Rights
  Agreement;


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


	 	 	 
	 	 	     (D)      the
      Registrar receives the following:


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


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


	 	 	 	 
	 	 	 	     (iii)     
      in each such case set forth in this subparagraph (D), an Opinion of
      Counsel in form reasonably acceptable to the Issuers to the effect that
      such exchange or transfer is in compliance with the Securities Act, that
      the restrictions on transfer contained herein and in the Private Placement
      Legend are not required in order to maintain compliance with the
      Securities Act and such beneficial interest is being exchanged or
      transferred in compliance with any applicable blue sky securities laws of
      any state of the United States.


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

     Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.

		     (c)     Transfer
      or Exchange of Beneficial Interests for Certificated Notes. A
      beneficial interest in a Global Note cannot be exchanged for, or
      transferred to Persons who take delivery thereof in the form of, a
      Certificated Note, except in the circumstances specified in Section
      2.06(a).


		 
		     (d)     Transfer
      and Exchange of Certificated Notes for Beneficial Interests.
      Certificated Notes cannot be exchanged for, or transferred to Persons who
      take delivery thereof in the form of, a beneficial interest in a Global
      Note.


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


		 	 
		 	     (i)     Restricted
      Certificated Notes may be transferred to and registered in the name of
      Persons who take delivery thereof if the Registrar receives the
      following:


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


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


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


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


			 	 	 
			 	 	     (A)     such
      exchange or transfer is effected pursuant to an Exchange Offer in
      accordance with the applicable Registration Rights Agreement and the
      Holder, in the case of an exchange, or the transferee, in the case of a
      transfer, is not (i) a broker-dealer, (ii) a Person participating in the
      distribution of the Exchange Notes or (iii) a Person who is an affiliate
      (as defined in Rule 144) of the Company;


			 	 	 
			 	 	     (B)     any
      such transfer is effected pursuant to a Shelf Registration Statement in
      accordance with the applicable Registration Rights
  Agreement;


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


			 	 	 
			 	 	     (D)     the
      Registrar receives the following:


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


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


	 	 	 	 	 	 
	 	 	 	 	 	     (iii)     
      in each such case set forth in this subparagraph (D), an Opinion of
      Counsel in form reasonably acceptable to the Issuers to the effect that
      such exchange or transfer is in compliance with the Securities Act, that
      the restrictions on transfer contained herein and in the Private Placement
      Legend are not required in order to maintain compliance with the
      Securities Act, and such Restricted Certificated Note is being exchanged
      or transferred in compliance with any applicable blue sky securities laws
      of any state of the United States.


			 	 	 	 
			 	 	 	     (iii)     A
      Holder of Unrestricted Certificated Notes may transfer such Notes to a
      Person who takes delivery thereof in the form of an Unrestricted
      Certificated Note. Upon receipt of a request for such a transfer, the
      Registrar shall register the Unrestricted Certificated Notes pursuant to
      the instructions from the Holder thereof. Unrestricted Certificated Notes
      cannot be exchanged for or transferred to Persons who take delivery
      thereof in the form of a Restricted Certificated
Note.


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		     (f)     Exchange
      Offer. Upon the occurrence of an Exchange Offer in accordance with a
      Registration Rights Agreement, the Issuers shall issue and, upon receipt
      of an authentication order in accordance with Section 2.02, the Trustee
      shall authenticate (i) one or more Unrestricted Global Notes (accompanied
      by a notation of the Guarantees duly endorsed by the Subsidiary
      Guarantors) in an aggregate principal amount equal to the principal amount
      of the beneficial interests in the Restricted Global Notes tendered for
      acceptance by Persons that are not (x) broker-dealers (excluding
      broker-dealers that acquired such beneficial interests in Restricted
      Global Notes as a result of market-making activities or other trading
      activities (other than such beneficial interests in Restricted Global
      Notes acquired directly from the Issuers or any of their affiliates (as
      defined in Rule 144) thereof)), (y) Persons participating in the
      distribution of the Exchange Notes or (z) Persons who are affiliates of
      the Company and accepted for exchange in the Exchange Offer and (ii)
      Unrestricted Certificated Notes (accompanied by a notation of the
      Guarantees duly endorsed by the Subsidiary Guarantors) in an aggregate
      principal amount equal to the principal amount of the Restricted
      Certificated Notes accepted for exchange in the Exchange Offer.
      Concurrently with the issuance of such Notes, the Trustee shall cause the
      aggregate principal amount of the applicable Restricted Global Notes to be
      reduced accordingly, and the Issuers shall execute and the Trustee shall
      authenticate and deliver to the Persons designated by the Holders of
      Restricted Certificated Notes so accepted Unrestricted Certificated Notes
      in the appropriate principal amount.


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


		 	 
		 	     (i)     Private
      Placement Legend.


		 	 	 
		 	 	     (A)     Except
      as permitted by subparagraph (B) below, each Global Note and each
      Certificated Note (and all Notes issued in exchange therefor or
      substitution thereof) shall bear the legend in substantially the following
      form:


	 	 	 
	 	 	“THIS SECURITY (OR ITS PREDECESSOR)
      EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
      REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
      AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY
      NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
      REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE
      SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE
      RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
      SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT: (A)
      SUCH SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
      ONLY: (I) (A) FOR SO LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT
      TO RULE 144A, IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER
      THE SECURITIES ACT 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 WHICH NOTICE IS GIVEN
      THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) OUTSIDE THE
      UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES ACT, (C) TO AN
      INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2),
      (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”))
      THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
      CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH MAY
      BE OBTAINED FROM THE TRUSTEE AND, IF SUCH TRANSFER IS IN RESPECT OF AN
      AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF
      COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH
      THE SECURITIES ACT, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
      OF COUNSEL, IF THE ISSUER SO REQUESTS), (II) TO THE ISSUER OR ANY OF ITS
      SUBSIDIARIES, OR (III)PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND,
      IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
      STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (B)
      THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
      PURCHASER FROM IT OF THE SECURITY EVIDENCE HEREBY OF THE RESALE
      RESTRICTIONS SET FORTH IN (A) ABOVE.”


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				 	 	     (B)     Notwithstanding
      the foregoing, any Global Note or Certificated Note issued pursuant to
      subparagraphs (b)(iv), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and
      all Notes issued in exchange therefor or substitution thereof) shall not
      bear the Private Placement Legend.


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


	 	 	 
	 	 	“THIS GLOBAL NOTE IS HELD BY THE
      DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
      NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS
      NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
      TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
      SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
      PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY
      BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF
      THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
      DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
  ISSUERS.”


	 	 	 
	 	 	“UNLESS AND UNTIL IT IS EXCHANGED
      IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
      TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
      DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
      (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF
      TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
      THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
      CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”


		 
		     (h)     Cancellation
      and/or Adjustment of Global Notes. At such time as all beneficial
      interests in a particular Global Note have been exchanged for Certificated
      Notes or a particular Global Note has been redeemed, repurchased or
      canceled in whole and not in part, each such Global Note shall be returned
      to or retained and canceled by the Trustee in accordance with Section 2.11
      hereof. At any time prior to such cancellation, if any beneficial interest
      in a Global Note is exchanged for or transferred to a Person who will take
      delivery thereof in the form of a beneficial interest in another Global
      Note or for Certificated Notes, the principal amount of Notes represented
      by such Global Note shall be reduced accordingly and an endorsement shall
      be made on such Global Note, by the Trustee or by the Depositary at the
      direction of the Trustee, to reflect such reduction; and if the beneficial
      interest is being exchanged for or transferred to a Person who will take
      delivery thereof in the form of a beneficial interest in another Global
      Note, such other Global Note shall be increased accordingly and an
      endorsement shall be made on such Global Note, by the Trustee or by the
      Depositary at the direction of the Trustee, to reflect such
      increase.


		 
		     (i)     General
      Provisions Relating to Transfers and
Exchanges.


		 	 
		 	     (i)     To
      permit registrations of transfers and exchanges, the Issuers shall execute
      and the Trustee shall authenticate Global Notes and Certificated Notes (in
      each case, accompanied by a notation of the Guarantees duly endorsed by
      the Subsidiary Guarantors) upon the Issuers’ order or at the Registrar’s
      request.


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			 	     (ii)     No
      service charge shall be made to a holder of a beneficial interest in a
      Global Note or to a Holder of a Certificated Note for any registration of
      transfer or exchange, but the Issuers may require payment of a sum
      sufficient to cover any transfer tax or similar governmental charge
      payable in connection therewith (other than any such transfer taxes or
      similar governmental charge payable upon exchange or transfer pursuant to
      Sections 2.10, 3.06, 3.09, 4.06 and 9.05
hereof).


			 	 
			 	     (iii)     The
      Registrar shall not be required to register the transfer of or exchange
      any Note selected for redemption in whole or in part, except the
      unredeemed portion of any Note being redeemed in
part.


			 	 
			 	     (iv)     All
      Global Notes and Certificated Notes (in each case, accompanied by a
      notation of the Guarantees duly endorsed by the Subsidiary Guarantors)
      issued upon any registration of transfer or exchange of Global Notes or
      Certificated Notes shall be the valid obligations of the Issuers and the
      Subsidiary Guarantors, evidencing the same debt, and entitled to the same
      benefits under this Indenture, as the Global Notes or Certificated Notes
      surrendered upon such registration of transfer or
  exchange.


			 	 
			 	     (v)     The
      Issuers shall not be required (A) to issue, to register the transfer of or
      to exchange Notes during a period of 15 days before a selection of Notes
      for redemption, (B) to register the transfer of or to exchange any Note so
      selected for redemption in whole or in part, except the unredeemed portion
      of any Note being redeemed in part or (C) to register the transfer of or
      to exchange a Note between a record date and the next succeeding Interest
      Payment Date.


			 	 
			 	     (vi)     Prior
      to due presentment for the registration of a transfer of any Note, the
      Trustee, any Agent, the Issuers and the Subsidiary Guarantors may deem and
      treat the Person in whose name any Note is registered as the absolute
      owner of such Note for the purpose of receiving payment of principal of
      and interest on such Notes and for all other purposes, and none of the
      Trustee, any Agent, the Issuers or any Subsidiary Guarantor shall be
      affected by notice to the contrary.


			 	 
			 	     (vii)     The
      Trustee shall authenticate Global Notes and Certificated Notes (in each
      case, accompanied by a notation of the Guarantees duly endorsed by the
      Subsidiary Guarantors) in accordance with the provisions of Section 2.02
      hereof.


			 	 
			 	     (viii)     All
      certifications, certificates and Opinions of Counsel required to be
      submitted to the Registrar pursuant to this Section 2.06 to effect a
      transfer or exchange may be submitted by
facsimile.


			 	 
			 	     (ix)     Each
      Holder of a Note agrees to indemnify the Issuers and the Trustee against
      any liability that may result from the transfer, exchange or assignment of
      such Holder’s Note in violation of any provision of this Indenture and/or
      applicable United States federal or state securities
  law.


		 
		     (j)     Each
      beneficial owner of an interest in a Note agrees to indemnify the Issuers
      and the Trustee against any liability that may result from the transfer,
      exchange or assignment by such beneficial owner of such interest in
      violation of any provision of this Indenture and/or applicable United
      States federal or state securities law.


		 
		     (k)     The
      Trustee shall have no obligation or duty to monitor, determine or inquire
      as to compliance with any restrictions on transfer imposed under this
      Indenture or under applicable law with respect to any transfer of any
      interest in any Note (including any transfers between or among beneficial
      owners of interest in any Global Note) other than to require delivery of
      such certificate and other documentation or evidence as are expressly
      required by, and to do so if and when expressly required by the terms of,
      this Indenture, and to examine the same to determine substantial
      compliance as to form with the express requirements
  hereof.


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	Section 2.07.	Replacement
Notes.


     If any
mutilated Note is surrendered to the Trustee or either of the Issuers and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Issuers shall issue and the Trustee, upon the written order of
the Issuers signed by one Officer of the Company and one Officer of Finance Co,
shall authenticate a replacement Note (accompanied by a notation of the
Guarantees duly endorsed by the Subsidiary Guarantors) if the Trustee’s
requirements are met. An indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Issuers to protect the
Issuers, the Subsidiary Guarantors, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuers may charge for their expenses in replacing a
Note.

     Every
replacement Note is an additional obligation of the Issuers and the Subsidiary
Guarantors and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder. The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of
mutilated, destroyed, lost or stolen Notes.

	Section 2.08.	Outstanding
Notes.


     The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interests in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because an Issuer or an Affiliate of an Issuer holds the
Note.

     If a Note is
replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
bona fide purchaser.

     If the
principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest (including Additional Interest, if
applicable) on it ceases to accrue.

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

	Section 2.09.	Treasury
Notes.


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

	Section 2.10.	Temporary
Notes.


     Until
definitive Notes are ready for delivery, the Issuers may prepare and the Trustee
shall authenticate temporary Notes (accompanied by a notation of the Guarantees
duly endorsed by the Subsidiary Guarantors) upon a written order of the Issuers
signed by one Officer of the Company and one Officer of Finance Co. Temporary
Notes shall be substantially in the form of definitive Notes but may have
variations that the Issuers consider appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the
Issuers shall prepare and the Trustee shall authenticate definitive Notes
(accompanied by a notation of the Guarantees duly endorsed by the Subsidiary
Guarantors) in exchange for temporary Notes.

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

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	Section 2.11.	Cancellation.


     Either of
the Issuers at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee and no one
else shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall treat such canceled Notes in
accordance with its documents retention policies. The Issuers may not issue new
Notes to replace Notes that have been paid or that have been delivered to the
Trustee for cancellation.

	Section 2.12.	Defaulted
Interest.


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

	Section 2.13.	CUSIP
Numbers.


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

	ARTICLE 3 
REDEMPTION
      AND PREPAYMENT


	 	 	 
	Section 3.01.	Notices to
Trustee.


     If an Issuer
elects to redeem Notes pursuant to the optional redemption provisions of Section
3.07 hereof, it shall furnish to the Trustee, at least ten Business Days (unless
a shorter period is acceptable to the Trustee) before the date of giving notice
of the redemption pursuant to Section 3.03, an Officers’ Certificate setting
forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed, (iv) the redemption price and (v) whether it requests the Trustee to
give notice of such redemption. Any such notice may be cancelled at any time
prior to the mailing of notice of such redemption to any Holder and shall
thereby be void and of no effect.

	Section 3.02.	Selection of Notes to Be
      Redeemed.


     If less than
all of the Notes are to be redeemed at any time, the Trustee will select Notes
for redemption as follows:

			 	     (a)     if
      the Notes are listed for trading on a national securities exchange, in
      compliance with the requirements of the principal national securities
      exchange on which the Notes are so listed; or


			 	 
			 	     (b)     if
      the Notes are not so listed or there are no such requirements, on a pro
      rata basis, by lot or by such method as the Trustee shall deem fair and
      appropriate.


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     No Notes of
$1,000 or less shall be redeemed in part. Notices of redemption shall be mailed
by first class mail at least 30 but not more than 60 days before the redemption
date to each Holder of Notes to be redeemed at its registered address. Notices
of redemption may not be conditional.

     If any Note
is to be redeemed in part only, the notice of redemption that relates to that
Note shall state the portion of the principal amount thereof to be redeemed. A
new Note in principal amount equal to the unredeemed portion of the original
Note will be issued in the name of the Holder thereof upon cancellation of the
original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest (including Additional
Interest, if applicable) ceases to accrue on Notes or portions of them called
for redemption unless the Issuers default in making such redemption
payment.

	Section 3.03.	Notice of
  Redemption.


     At least 30
days but not more than 60 days before a redemption date, the Issuers shall mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address.

     The notice
shall identify the Notes to be redeemed (including CUSIP numbers) and shall
state:

			 	     (a)     the
      redemption date;


			 	 
			 	     (b)     the
      redemption price;


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


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


			 	 
			 	     (e)     that
      Notes called for redemption (other than a Global Note) must be surrendered
      to the Paying Agent to collect the redemption
price;


			 	 
			 	     (f)     that,
      unless the Issuers default in making such redemption payment, interest
      (including Additional Interest, if applicable) on Notes called for
      redemption ceases to accrue on and after the redemption
  date;


			 	 
			 	     (g)     the
      paragraph of the Notes and/or Section of this Indenture pursuant to which
      the Notes called for redemption are being redeemed;
  and


			 	 
			 	     (h)     that
      no representation is made as to the correctness or accuracy of the CUSIP
      number, if any, listed in such notice or printed on the
  Notes.


     If any of
the Notes to be redeemed is in the form of a Global Note, then the Issuers shall
modify such notice to the extent necessary to accord with the procedures of the
Depositary applicable to redemption.

     At the
Issuers’ request, the Trustee shall give the notice of redemption in the
Issuers’ names and at their expense; provided, however, that the Issuers shall
have delivered to the Trustee, as provided in Section 3.01, an Officers’
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding
paragraph.

	Section 3.04.	Effect of Notice of
    Redemption.


     Once notice
of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

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	Section 3.05.	Deposit of Redemption
  Price.


     Not later
than 11:00 a.m., New York City time, on the redemption date, the Issuers shall
deposit with the Trustee or with the Paying Agent (or, if the Company or a
Subsidiary thereof is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 2.04 hereof) money sufficient to pay the redemption
price of, and accrued and unpaid interest (including Additional Interest, if
applicable) on, all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Issuers any money deposited with the Trustee
or the Paying Agent by the Issuers in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest (including Additional
Interest, if applicable) on, all Notes to be redeemed.

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

	Section 3.06.	Notes Redeemed in
  Part.


     Upon
surrender of a Note that is redeemed in part, the Issuers shall issue and, upon
the Issuers’ written request, the Trustee shall authenticate for the Holder at
the expense of the Issuers a new Note (accompanied by a notation of the
Guarantees duly endorsed by the Subsidiary Guarantors) equal in principal amount
to the unredeemed portion of the Note surrendered.

	Section 3.07.	Optional
  Redemption.


	 
	     (a)     Except
      as set forth in clauses (b) and (c) of this Section 3.07, the Issuers
      shall not have the option to redeem the Notes prior to December 15, 2010.
      On or after December 15, 2010, the Issuers shall have the option to redeem
      all or, from time to time, a part of the Notes, at the redemption prices
      (expressed as percentages of principal amount) set forth below, plus
      accrued and unpaid interest (including Additional Interest, if any) to the
      applicable redemption date (subject to the rights of Holders of record on
      the relevant record date to receive interest due on an Interest Payment
      Date), if redeemed during the twelve-month period beginning on December 15
      of the years indicated below:


	 	 	 
	YEAR	PERCENTAGE	 
	2010	104.0625	%
	2011	102.7083	%
	2012	101.3542	%
	2013 and thereafter	100.000	%


		 
		     (b)     On
      or before December 15, 2010, the Issuers may redeem all or, from time to
      time, a part of the Notes upon not less than 30 nor more than 60 days’
      notice, at a redemption price equal to:


		 	 
		 	     (i)     100%
      of the aggregate principal amount of the Notes to be redeemed, plus
      accrued and unpaid interest, if any, to the applicable redemption date
      (subject to the right of Holders of record on the relevant record date to
      receive interest due on an Interest Payment Date),
  plus


		 	 
		 	     (ii)     the
      Make Whole Amount.


		 
		     (c)     On
      or before December 15, 2008, the Issuers may on any one or more occasions
      redeem in the aggregate up to 35% of the aggregate principal amount of
      Notes issued hereunder with the net cash proceeds of one or more Equity
      Offerings at a redemption price equal to 108.125% of the principal amount
      of the Notes to be redeemed, plus accrued and unpaid interest, if any, to
      the redemption date (subject to the right of Holders of record on a record
      date to receive interest due on the relevant Interest Payment Date);
      provided that


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			 	     (i)     at
      least 65% of the aggregate principal amount of Notes issued hereunder
      remains outstanding after each such redemption;
and


			 	 
			 	     (ii)     any
      redemption occurs within 90 days after the closing of such Equity Offering
      (without regard to any over-allotment option).


		 
		     (d)     Any
      redemption pursuant to this Section 3.07 shall be made pursuant to the
      provisions of Section 3.01 through 3.06 hereof.


	 	 	 
	Section 3.08.	Mandatory
  Redemption.


     Except for
any repurchase offers required to be made pursuant to Sections 4.06 and 4.07
hereof, the Issuers shall not be required to make mandatory redemption payments
with respect to the Notes.

	Section 3.09.	Offer to Purchase by Application of Net
      Proceeds.


     In the event
that, pursuant to Section 4.07 hereof, the Issuers shall be required to commence
a pro rata offer (an “Asset Sale Offer”) to all Holders and all holders
of other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the Net Proceeds of sales of assets to purchase Notes and such
other pair passu Indebtedness, it shall follow the procedures specified
below.

     The Asset
Sale Offer shall remain open for a period of at least 30 days following its
commencement but no longer than 60 days, except to the extent that a longer
period is required by applicable law (the “Offer Period”). Promptly after
the termination of the Offer Period (the “Purchase Date”), the Issuers
shall purchase the principal amount of Notes required to be purchased pursuant
to Section 4.07 hereof (the “Offer Amount”) or, if less than the Offer
Amount has been tendered, all Notes tendered and not withdrawn in response to
the Asset Sale Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

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

			 	     (a)     that
      the Asset Sale Offer is being made pursuant to this Section 3.09 and
      Section 4.07 hereof and the length of time the Asset Sale Offer shall
      remain open;


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


			 	 
			 	     (c)     that
      any Note not validly tendered or accepted for payment shall continue to
      accrue interest (including Additional Interest, if
  applicable);


			 	 
			 	     (d)     that,
      unless the Issuers default in making such payment, any Note accepted for
      payment pursuant to the Asset Sale Offer shall cease to accrue interest
      (including Additional Interest, if applicable) after the Purchase
      Date;


			 	 
			 	     (e)     that
      Holders electing to have a Note purchased pursuant to any Asset Sale Offer
      shall be required to surrender the Note, with the form entitled “Option of
      Holder to Elect Purchase” on the reverse of the Note completed, or
      transfer by book-entry transfer, to the Issuers, a depositary, if
      appointed by the Issuers, or a Paying Agent at the address specified in
      the notice at least three days before the Purchase
  Date;


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			 	     (f)     that
      Holders shall be entitled to withdraw their election if the Issuers, the
      depositary or the Paying Agent, as the case may be, receive, not later
      than the expiration of the Offer Period, a telegram, facsimile
      transmission or letter setting forth the name of the Holder, the principal
      amount of the Note the Holder delivered for purchase and a statement that
      such Holder is withdrawing his election to have such Note
    purchased;


			 	 
			 	     (g)     that,
      if the aggregate principal amount of Notes surrendered by Holders exceeds
      the Offer Amount, the Issuers shall select the Notes to be purchased on a
      pro rata basis (with such adjustments as may be deemed appropriate by the
      Issuers so that only Notes in denominations of $1,000, or integral
      multiples thereof, shall be purchased); and


			 	 
			 	     (h)     that
      Holders whose Notes were purchased only in part shall be issued new Notes
      (accompanied by a notation of the Guarantees duly endorsed by the
      Subsidiary Guarantors) equal in principal amount to the unpurchased
      portion of the Notes surrendered (or transferred by book-entry
      transfer).


     On the
Purchase Date, the Issuers shall, to the extent lawful, accept for payment, on a
pro rata basis to the extent necessary, the Offer Amount of Notes or portions
thereof validly tendered and not properly withdrawn pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been validly tendered and not
properly withdrawn, all Notes so tendered and not withdrawn, shall deposit by
11:00 a.m., New York time, with the Paying Agent or depositary an amount equal
to the purchase price in respect of all Notes or portions thereof accepted for
payment, and shall deliver to the Trustee an Officers’ Certificate stating that
such Notes or portions thereof were accepted for payment by the Issuers in
accordance with the terms of this Section 3.09. Upon surrender and cancellation
of a Certificated Note that is purchased in part, the Issuers shall promptly
issue and the Trustee shall authenticate and deliver to the surrendering Holder
of such Certificated Note a new Certificated Note equal in principal amount to
the unpurchased portion of such surrendered Certificated Note; provided that
each such new Certificated Note shall be in a principal amount of $1,000 or an
integral multiple thereof. Respecting a Global Note that is purchased in part
pursuant to an Asset Sale Offer, the Trustee shall make an endorsement thereon
to reduce the principal amount of such Global Note to an amount equal to the
unpurchased portion of such Global Note, as provided in Section 2.06(h) hereof.
The depositary or the Paying Agent, as the case may be, shall 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 Issuers for purchase, and the
Issuers shall promptly issue a new Note (in each case, accompanied by a notation
of the Guarantees duly endorsed by the Subsidiary Guarantors), and the Trustee,
upon written request from the Issuers shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Issuers to the Holder thereof. The Issuers shall
publicly announce the results of the Asset Sale Offer on or as soon as
practicable after the Purchase Date.

	ARTICLE
      4

COVENANTS


	 Section 4.01.	Payment of
  Notes.


     The Issuers
shall pay or cause to be paid the principal of and premium, if any, and interest
(including Additional Interest, if any) on the Notes in New York, New York on
the dates and in the manner provided in the Notes. Principal, premium, if any,
and interest (including Additional Interest, if any) shall be considered paid on
the date due if the Paying Agent, if other than an Issuer or any Subsidiary
Guarantor thereof, holds as of 11:00 a.m. Eastern Time on the due date money
deposited by the Issuers in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest (including
Additional Interest, if any) then due. The Issuers shall pay all Additional
Interest, if any, in the same manner on the dates and in the amounts set forth
in the applicable Registration Rights Agreement.

     The Issuers
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium at the then applicable interest
rate on the Notes to the extent lawful. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (including Additional Interest, if any),
without regard to any applicable grace period, at the same rate to the extent
lawful.

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	 Section 4.02.	Maintenance of Office or
      Agency.


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

     The Issuers
may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. Further, if at any time there shall
be no such office or agency in the City and State of New York where the Notes
may be presented or surrendered for payment, the Issuers shall forthwith
designate and maintain such an office or agency in the City and State of New
York, in order that the Notes shall at all times be payable in the City and
State of New York. The Issuers shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in location of any such
other office or agency.

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

	 Section 4.03.	Compliance
  Certificate.


	 
	     (a)     The
      Issuers and the Subsidiary Guarantors shall deliver to the Trustee, within
      90 days after the end of each fiscal year, an Officers’ Certificate
      stating that a review of the activities of the Issuers and the Restricted
      Subsidiaries of the Company during the preceding fiscal year has been made
      under the supervision of the signing Officers with a view to determining
      whether the Issuers and the Subsidiary Guarantors have kept, observed,
      performed and fulfilled their respective obligations under this Indenture
      and the Guarantees, respectively, and further stating, as to each such
      Officer signing such certificate, that to the best of his or her knowledge
      each of such Issuers and such Subsidiary Guarantors, as the case may be,
      has kept, observed, performed and fulfilled each and every covenant
      contained in this Indenture and is not in default in the performance or
      observance of any of the terms, provisions and conditions of this
      Indenture (or, if a Default or Event of Default shall have occurred and be
      continuing, describing all such Defaults or Events of Default of which he
      or she may have knowledge and what action such Issuer or such Subsidiary
      Guarantor, as the case may be, is taking or proposes to take with respect
      thereto).


	 
	     (b)     [Intentionally
      omitted].


	 
	     (c)     Each
      of the Issuers shall, so long as any of the Notes are outstanding, deliver
      to the Trustee, forthwith upon any Officer of the General Partner or
      Finance Co becoming aware of any Default or Event of Default, an Officers’
      Certificate specifying such Default or Event of Default and what action
      the Issuers are taking or propose to take with respect
  thereto.


	 	 	 
	 Section 4.04.	Taxes.


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

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	 Section 4.05.	Stay, Extension and Usury
    Laws.


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

	 Section 4.06.	Change of
Control.


	 
	     (a)     If a
      Change of Control occurs, each Holder of Notes shall have the right to
      require the Issuers to repurchase all or any part (equal to $1,000 or an
      integral multiple thereof) of that Holder’s Notes pursuant to the offer
      described below (the “Change of Control Offer”). In the Change of
      Control Offer, the Issuers shall offer a “Change of Control Payment” in
      cash equal to 101% of the aggregate principal amount of Notes repurchased,
      plus accrued and unpaid interest (including Additional Interest, if any)
      thereon, if any, to the date of purchase (the “Change of Control Payment
      Date”), subject to the rights of any Holder in whose name a Note is
      registered on a record date occurring prior to the Change of Control
      Payment Date to receive interest on an Interest Payment Date that is on or
      prior to such Change of Control Payment Date. Within 30 days following any
      Change of Control, the Issuers shall mail a notice to each Holder
      describing the transaction or transactions that constitute the Change of
      Control and offering to repurchase Notes on the Change of Control Payment
      Date specified in such notice, pursuant to the procedures required by this
      Indenture and described in such notice. The Issuers shall comply with the
      requirements of Rule 14e-l under the Exchange Act and any other
      securities laws and regulations thereunder to the extent such laws and
      regulations are applicable in connection with the repurchase of the Notes
      as a result of a Change of Control. To the extent that the provisions of
      any securities laws or regulations conflict with the provisions of this
      Section 4.06, the Issuers shall comply with the applicable securities laws
      and regulations and shall not be deemed to have breached their obligations
      under this Section 4.06 by virtue of such
conflict.


	 
	     (b)     Within
      30 days following any Change of Control, the Issuers shall mail by first
      class mail, a notice to each Holder, with a copy of such notice to the
      Trustee. The notice, which shall govern the terms of the Change of Control
      Offer, shall state, among other things:


	 	 	 
	 	 	     (i)     that
      a Change of Control has occurred and a Change of Control Offer is being
      made as provided for herein, and that, although Holders are not required
      to tender their Notes, all Notes that are validly tendered shall be
      accepted for payment;


	 	 	 
	 	 	     (ii)     the
      Change of Control Payment and the Change of Control Payment Date, which
      will be no earlier than 30 days and no later than 60 days after the date
      such notice is mailed (the “Change of Control Payment
    Date”);


	 	 	 
	 	 	     (iii)     that
      any Note accepted for payment pursuant to the Change of Control Offer (and
      duly paid for on the Change of Control Payment Date) shall cease to accrue
      interest (including Additional Interest, if applicable) after the Change
      of Control Payment Date;


	 	 	 
	 	 	     (iv)     that
      any Notes (or portions thereof) not validly tendered shall continue to
      accrue interest (including Additional Interest, if
  applicable);


	 	 	 
	 	 	     (v)     that
      any Holder electing to have a Note purchased pursuant to any Change of
      Control Offer shall be required to surrender the Note, with the form
      entitled “Option of Holder to Elect Purchase” on the reverse of the Note
      completed, or transfer by book-entry transfer, to the Issuers, a
      depositary, if appointed by the Issuers, or a Paying Agent at the address
      specified in the notice at least one (1) Business Day before the Change of
      Control Payment Date;


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			 	     (vi)     that
      Holders shall be entitled to withdraw their election if the Issuers, the
      depositary or the Paying Agent, as the case may be, receive, not later
      than the expiration of the Change of Control Offer, a telegram, facsimile
      transmission or letter setting forth the name of the Holder, the principal
      amount of the Note the Holder delivered for purchase and a statement that
      such Holder is withdrawing his election to have such Note purchased;
      and


			 	 
			 	     (vii)     the
      instructions and any other information necessary to enable Holders to
      tender their Notes (or portions thereof) and have such Notes (or portions
      thereof) purchased pursuant to the Change of Control
  Offer.


		 
		     (c)     On
      the Change of Control Payment Date, the Issuers shall, to the extent
      lawful:


		 	 	 
		 	 	      (i)     accept
      for payment all Notes or portions thereof properly tendered and not
      withdrawn pursuant to the Change of Control
Offer;


		 	 	 
		 	 	     (ii)     deposit
      by 11:00 a.m., New York time, with the Paying Agent or depositary an
      amount equal to the Change of Control Payment in respect of all Notes or
      portions thereof so tendered; and


		 	 	 
		 	 	     (iii)     deliver
      or cause to be delivered to the Trustee for cancellation the Notes so
      accepted together with an Officers’ Certificate stating the aggregate
      principal amount of Notes or portions thereof being purchased by the
      Issuers.


		 
		     (d)     The
      depositary or the Paying Agent shall promptly mail to each Holder of Notes
      so 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
      DTC), and the Issuers shall promptly issue a new Note (in each case,
      accompanied by a notation of the Guarantees duly endorsed by the
      Subsidiary Guarantors), and the Trustee, upon written request from the
      Issuers, shall authenticate and mail (or cause to be transferred by book
      entry) to each Holder such new Note equal in principal amount to any
      unpurchased portion of the Notes surrendered; provided that each such new
      Note shall be in a principal amount of $1,000 or an integral multiple
      thereof. The Issuers shall publicly announce the results of the Change of
      Control Offer on or as soon as practicable after the Change of Control
      Payment Date.


		 
		     (e)     The
      provisions described in this Section 4.06 that require the Issuers to make
      a Change of Control Offer following a Change of Control shall be
      applicable regardless of whether or not any other provisions of this
      Indenture are applicable.


		 
		     (f)     Notwithstanding
      the other provisions of this Section 4.06, the Issuers will not be
      required to make a Change of Control Offer upon a Change of Control and a
      holder will not have the right to require the Issuers to repurchase any
      Notes pursuant to a Change of Control Offer if (i) a third party makes an
      offer to purchase the Notes in the manner, at the times and otherwise in
      substantial compliance with the requirements set forth in this Indenture
      applicable to a Change of Control Offer and purchases all Notes validly
      tendered and not withdrawn under such purchase offer or (ii) an
      irrevocable notice of redemption to purchase all outstanding Notes at a
      purchase price equal to at least 101% of the aggregate principal amount of
      such notes has been given pursuant to Section 3.07, unless and until the
      Issuers have defaulted in the 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 Issuers pursuant to a
      Change of Control Offer will have the status of Notes issued but not
      outstanding or will be retired and cancelled, at either of the Issuers’
      option. Notes purchased by a third party pursuant to the preceding
      paragraph will have the status of notes issued and
  outstanding.


		 
		     (h)     Notwithstanding
      the other provisions of this Section 4.06, the Issuers shall not be
      required to make a Change of Control Offer upon a Change of Control, as
      provided in this Section 4.06, if, in connection with or in contemplation
      of a Change of Control, they have made an offer to purchase (an
      “Alternate Offer”) any and all Notes validly tendered and not
      withdrawn at a cash price equal to or greater than the Change of Control
      Payment and have purchased all Notes properly tendered and not withdrawn
      in accordance with the terms of such Alternate
Offer.


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	 Section 4.07.	Asset Sales.


	 
	     (a)     The
      Company shall not, and shall 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;


	 	 
	 	     (ii)     such
      fair market value is determined in good faith by (a) an executive officer
      of the General Partner if the value is less than $20.0 million, as
      evidenced by an Officers’ Certificate delivered to the Trustee or
      (b) the Board of Directors of the General Partner if the value is
      $20.0 million or more, as evidenced by a resolution of such Board of
      Directors of the General Partner; and


	 	 
	 	     (iii)     except
      in the case of a Permitted Asset Swap, at least 75% of the consideration
      therefor received by the Company or such Restricted Subsidiary is in the
      form of cash or Cash Equivalents. For purposes of this clause (iii), each
      of the following shall be deemed to be cash:


	 	 	 
	 	 	     (A)     any
      liabilities (as shown on the Company’s or such Restricted Subsidiary’s
      most recent balance sheet) of the Company or any Restricted Subsidiary
      (other than contingent liabilities and liabilities that are by their terms
      subordinated to the Notes or any Guarantee) that are assumed by the
      transferee of any such assets pursuant to a customary novation agreement
      that releases the Company or such Restricted Subsidiary from further
      liability; and


	 	 	 
	 	 	     (B)     any
      securities, notes or other Obligations received by the Company or any such
      Restricted Subsidiary from such transferee that are within 180 days after
      the Asset Sale converted by such Issuer or such Restricted Subsidiary into
      cash (to the extent of the cash received in that
  conversion).


	 
	     (b)     Within
      360 days after the receipt of any Net Proceeds from an Asset Sale (or
      within 90 days after such 360-day period in the event the Company enters
      into a binding commitment with respect to such application), the Company
      or a Restricted Subsidiary may apply such Net Proceeds at its
      option:


	 	     (i)     to
      repay secured Indebtedness of the Company and/or its Restricted
      Subsidiaries and/or to satisfy all mandatory repayment obligations under
      the Credit Facilities arising by reason of such Asset
  Sale;


	 	 
	 	     (ii)     to
      make a capital expenditure in a Permitted
Business;


	 	 
	 	     (iii)     to
      acquire other tangible assets that are used or useful in a Permitted
      Business; or


	 	 
	 	     (iv)     to
      acquire all or substantially all of the assets of a Person engaged in a
      Permitted Business or Equity Interests of a Person engaged in a Permitted
      Business so long as such Person or the Person to which such assets are
      transferred is a Restricted Subsidiary.


Pending the final application of any such
Net Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture.

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		     (c)     Any
      Net Proceeds from Asset Sales that are not applied or invested as provided
      in Section 4.07(b) above will constitute “Excess Proceeds”. When
      the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers
      will make an Asset Sale Offer to all Holders of Notes and, at the option
      of the Issuers, all holders of other Indebtedness that is pari passu with
      the Notes to purchase the maximum principal amount of Notes and such other
      pari passu Indebtedness that may be purchased out of the Excess
      Proceeds; provided that Notes tendered shall be given priority over
      any such other Indebtedness unless such other Indebtedness contains
      containing provisions similar to those set forth in this Indenture with
      respect to offers to purchase or redeem with the proceeds of sales of
      assets in which case the Notes and such other Indebtedness will be
      purchased on a pro rata basis. The offer price in any Asset Sale Offer
      will be equal to 100% of principal amount plus accrued and unpaid interest
      (including any Additional Interest in the case of the Notes), if any, to
      the Purchase Date, subject to the rights of any Holder in whose name a
      Note is registered on a record date occurring prior to the Purchase Date
      to receive interest on an Interest Payment Date that is on or prior to the
      Purchase Date, and will be payable in cash. If any Excess Proceeds remain
      after consummation of an Asset Sale Offer, the Company may use such Excess
      Proceeds for any purpose not otherwise prohibited by this Indenture,
      including, without limitation, the repurchase or redemption of
      Indebtedness of the Issuers or any Subsidiary Guarantor that is
      subordinated to the Notes or, in the case of any Subsidiary Guarantor, the
      Guarantee of such Subsidiary Guarantor. If the aggregate principal amount
      of Notes tendered into such Asset Sale Offer exceeds the amount of Excess
      Proceeds allocated for repurchases of Notes pursuant to the Asset Sale
      Offer for Notes, the Trustee shall select the Notes to be purchased on a
      pro rata basis among Holders of Notes. Upon completion of each Asset Sale
      Offer, the amount of Excess Proceeds shall be reset at
  zero.


		 
		     (d)     The
      Company shall comply with the requirements of Rule 14e-1 under the
      Exchange Act and any other securities laws and regulations thereunder to
      the extent those laws and regulations are applicable in connection with
      each repurchase of Notes pursuant to an Asset Sale Offer. To the extent
      that the provisions of any securities laws or regulations conflict with
      Section 3.09 or this Section 4.07, the Company shall comply with the
      applicable securities laws and regulations and shall not be deemed to have
      breached its obligations under Section 3.09 or this Section 4.07 by virtue
      of such conflict.


	 	 	 
	 Section 4.08.	Restricted
  Payments.


	 
	(a)     The Company
      shall not, and shall not permit any of its Restricted Subsidiaries to,
      directly or indirectly:


	 	 
	 	     (i)     declare
      or pay any dividend or make any other payment or distribution on account
      of the Company’s or of 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 of
      any of its Restricted Subsidiaries Equity Interests in their capacity as
      such (other than distributions or dividends payable in Equity Interests of
      the Company (other than Disqualified Equity) and other than distributions
      or dividends payable to the Company or a Restricted
  Subsidiary).


	 	 
	 	     (ii)     purchase,
      redeem or otherwise acquire or retire for value (including, without
      limitation, in connection with any merger or consolidation involving an
      Issuer) any Equity Interests of the Company or of any of its Restricted
      Subsidiaries or the General Partner or any other equity holder of the
      Company (other than any such Equity Interests owned by the Company or any
      of its Restricted Subsidiaries);


	 	 
	 	     (iii)     make
      any principal payment on or with respect to, or purchase, redeem, defease
      or otherwise acquire or retire for value any Subordinated Obligation or
      Guarantor Subordinated Obligation, except a scheduled payment of principal
      at the Stated Maturity thereof; or


	 	 
	 	     (iv)     make
      any Investment other than a Permitted 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, no Default or Event of Default shall have occurred and
be continuing or would occur as a consequence thereof and either:

			        (A)     if
      the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal
      quarters for which internal financial statements are available is equal to
      or greater than 1.75 to 1.0, such Restricted Payment, together with the
      aggregate amount of all other Restricted Payments made by the Company and
      its Restricted Subsidiaries during the quarter in which such Restricted
      Payment is made, is less than the sum, without duplication,
  of


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	 	 	 	     (i)     
      Available Cash from Operating Surplus as of the end of the immediately
      preceding quarter for which internal financial statements are available at
      the time of such Restricted Payment,
plus


	 	 	 	 
	 	 	 	     (ii)     
      the aggregate net cash proceeds of any (x) substantially concurrent
      capital contribution to the Company from any Person (other than to a
      Restricted Subsidiary of the Company) made after the Issue Date or (y)
      substantially concurrent issuance and sale (other than to a Restricted
      Subsidiary of the Company) made after the Issue Date of Equity Interests
      (other than Disqualified Equity) of the Company or from the issuance or
      sale (other than to a Restricted Subsidiary of the Company) made after the
      Issue Date of convertible or exchangeable Disqualified Equity or
      convertible or exchangeable debt securities of the Company that have been
      converted into or exchanged for such Equity Interests (other than
      Disqualified Equity, plus


	 	 	 	 
	 	 	 	     (iii)     
      to the extent that any Restricted Investment that was made after the Issue
      Date is sold for cash or Cash Equivalents or otherwise liquidated or
      repaid for cash or Cash Equivalents, the lesser of the refund of capital
      or similar payment made in cash or Cash Equivalents with respect to such
      Restricted Investment (less the cost of such disposition, if any) and the
      initial amount of such Restricted Investment (other than to a Restricted
      Subsidiary of the Company), plus


	 	 	 	 
	 	 	 	     (iv)     
      the net reduction in Restricted Investments resulting from dividends,
      repayments of loans or advances, or other transfers of assets in each case
      to the Company or any of its Restricted Subsidiaries from any Person
      (including, without limitation, Unrestricted Subsidiaries) or from
      redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to
      the extent such amounts have not been included in Available Cash from
      Operating Surplus for any period commencing on or after the Issue Date
      (items (ii), (iii) and (iv) of this clause (A) being referred to as
      “Incremental Funds”), minus


	 	 	 	 
	 	 	 	     (v)      the
      aggregate amount of Incremental Funds previously expended pursuant to this
      clause (A) or clause (B) below or to make a Permitted Business Investment;
      or


				 	 	 
				 	       (B)     if
      the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal
      quarters for which internal financial statements are available is less
      than 1.75 to 1.0, such Restricted Payment (it being understood that the
      only Restricted Payments permitted to be made pursuant to this clause (B)
      are distributions on common units of the Company, plus the related
      distribution on the general partner interest), together with the aggregate
      amount of all other Restricted Payments made by the Company and its
      Restricted Subsidiaries during the quarter in which such Restricted
      Payment is made, is less than the sum, without duplication,
  of:


	 	 	 	 
	 	 	 	     (i)     
      $50.0 million less the aggregate amount of all Restricted Payments made by
      the Company and its Restricted Subsidiaries pursuant to this clause (B)(i)
      during the period beginning on the Issue Date and ending on the last day
      of the fiscal quarter of the Company immediately preceding the date of
      such Restricted Payment, plus


	 	 	 	 
	 	 	 	     (ii)     
      Incremental Funds to the extent not previously expended pursuant to this
      clause (B) or clause (A) above.


For purposes of clauses (A) and (B) above,
the term “substantially concurrent” means that either (x) the offering
was consummated within 120 days of the date of determination or (y) the offering
was consummated within 24 months of the date of determination and the proceeds
therefrom were used for the purposes expressly stated in the documents related
thereto and may be traced to such use by segregating, separating or otherwise
specifically identifying the movement of such proceeds.

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		     (b)     So
      long as no Default has occurred and is continuing or would be caused
      thereby (except with respect to clause (i) below under which the payment
      of a distribution or dividend is permitted), the preceding provisions of
      this Section 4.08 shall not prohibit:


		 	 
		 	     (i)     the
      payment by the Company or any Subsidiary of any distribution or dividend
      or the consummation of any redemption of a Subordinated Obligation
      pursuant to an irrevocable notice of redemption within 60 days after the
      date of declaration of such dividend or distribution, or the giving of
      such irrevocable notice of redemption, if at said date of declaration or
      the date of such notice of redemption, as applicable, such payment would
      have complied with the provisions of this
Indenture;


		 	 
		 	     (ii)     the
      redemption, repurchase, retirement, defeasance or other acquisition of
      subordinated Indebtedness of the Company or any Subsidiary Guarantor or of
      any Equity Interests of the Company in exchange for, or out of the net
      cash proceeds of, a substantially concurrent (a) capital contribution to
      the Company from any Person (other than a Restricted Subsidiary of the
      Company) or (b) sale (other than to a Restricted Subsidiary of the
      Company) of Equity Interests (other than Disqualified Equity) of the
      Company; provided that the amount of any such net cash proceeds
      that are utilized for any such redemption, repurchase, retirement,
      defeasance or other acquisition shall be excluded or deducted from the
      calculation of Available Cash from Operating Surplus and Incremental Funds
      and from clause (A)(ii) above;


		 	 
		 	     (iii)     the
      defeasance, redemption, repurchase or other acquisition of any
      Subordinated Obligation or Guarantor Subordinated Obligation with the net
      cash proceeds from an incurrence of, or in exchange for, Permitted
      Refinancing Indebtedness;


		 	 
		 	     (iv)     the
      payment of any distribution or dividend by a Restricted Subsidiary to the
      Company or to the holders of its Equity Interests (other than Disqualified
      Equity) on a pro rata basis and Permitted Noark Distributions;
  


		 	 
		 	     (v)     the
      repurchase, redemption or other acquisition or retirement for value of any
      Equity Interests of the Company or of any Restricted Subsidiary of the
      Company pursuant to any management equity subscription agreement or equity
      option agreement or other employee benefit plan or to satisfy obligations
      under any Equity Interests appreciation rights or option plan or similar
      arrangement; provided that the aggregate price paid for all such
      repurchased, redeemed, acquired or retired Equity Interests shall not
      exceed $1.0 million in any calendar year;


		 	 
		 	     (vi)     repurchases
      of Equity Interests deemed to occur upon exercise of stock options,
      warrants or other convertible securities if such Equity Interests
      represent a portion of the exercise price of such options, warrants or
      other convertible securities;


		 	 
		 	     (vii)     cash
      payments in lieu of the issuance of fractional shares in connection with
      the exercise of warrants, options or other securities convertible or
      exchangeable for Equity Interests that are not derivative
      securities;


		 	 
		 	     (viii)     in
      connection with an acquisition by the Company or any of its Restricted
      Subsidiaries, the return to the Company or any of its Restricted
      Subsidiaries of Equity Interests of the Company or its Restricted
      Subsidiaries constituting a portion of the purchase consideration in
      settlement of indemnification claims; and


		 	 
		 	     (ix)     the
      repurchase, redemption or other acquisition or retirement for value of any
      Subordinated Obligations pursuant to provisions in the documents governing
      such Subordinated Obligations similar to those described under the
      Sections 4.06 and 4.07; provided that all notes tendered in
      connection with a Change of Control Offer or Asset Sale Offer, as
      applicable, have been repurchased, redeemed or acquired for
    value.


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     In computing
the amount of Restricted Payments previously made for purposes of Section
4.08(a), Restricted Payments made under clauses (i) (but only if the declaration
of such dividend or other distribution has not been counted in a prior period)
and (iv) of this Section 4.08(b) shall be included, and Restricted Payments made
under clauses (ii), (iii), (v), (vi), (vii), (viii) and (ix) of this Section
4.08(b) shall not be included. The amount of all Restricted Payments (other than
cash) shall be the fair market value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued by the Company
or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any assets or securities that are required to
be valued by this Section 4.08 shall be determined, in the case of amounts under
$5.0 million, by an officer of the General Partner and, in the case of amounts
over $5.0 million, by the Board of Directors of the General Partner whose Board
Resolution with respect thereto shall be delivered to the Trustee.

	 Section 4.09.	Incurrence of Indebtedness and Issuance of
      Disqualified Equity.


	 
	     (a)     The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to, directly or indirectly, create, incur, issue, assume, guarantee or
      otherwise become directly or indirectly liable, contingently or otherwise,
      with respect to (collectively, “incur”) any Indebtedness (including
      Acquired Debt), and the Company will not issue any Disqualified Equity and
      will not permit any of its Restricted Subsidiaries to issue any
      Disqualified Equity; provided, that the Company and any Subsidiary
      Guarantor may incur Indebtedness (including Acquired Debt), and the
      Company and any Subsidiary Guarantor may issue Disqualified Equity, if the
      Fixed Charge Coverage Ratio for the Company’s most recently ended four
      full fiscal quarters for which internal financial statements are available
      immediately preceding the date on which such additional Indebtedness is
      incurred or such Disqualified Equity is issued would have been at least
      2.0 to 1.0, 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 Equity had been
      issued, as the case may be, at the beginning of such four-quarter
      period.


	 
	     (b)     So
      long as no Default shall have occurred and be continuing or would be
      caused thereby, Section 4.09(a) hereof will not prohibit the incurrence of
      any of the following items of Indebtedness (collectively, “Permitted
      Debt”):


	 	 
	 	     (i)     the
      incurrence by the Company and any Subsidiary Guarantor of Indebtedness
      under Credit Facilities and the guarantees thereof; provided that the
      aggregate principal amount of all Indebtedness of the Company and the
      Restricted Subsidiaries incurred pursuant to this clause (i) and
      outstanding under all Credit Facilities after giving effect to such
      incurrence does not exceed the greater of (A) $225.0 million or (B) 15% of
      the Consolidated Net Tangible Assets of the Company, in each case less the
      aggregate amount of all repayments of Indebtedness under any Credit
      Facility that have been made by the Company or any of its Restricted
      Subsidiaries with Net Proceeds from Asset Sales to the extent such
      repayments constitute a permanent reduction of commitments under the terms
      of such Credit Facility;


	 	 
	 	     (ii)     the
      incurrence by the Company and its Restricted Subsidiaries of Existing
      Indebtedness (other than under the Credit
Agreement);


	 	 
	 	     (iii)     the
      incurrence by the Company and the Subsidiary Guarantors of Indebtedness
      represented by the Notes issued and sold in the Offering and the related
      Guarantees and any Exchange Notes and the related Guarantees issued
      pursuant to the Registration Rights Agreement;


	 	 
	 	     (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 construction or
      improvement of property, plant or equipment used in the business of the
      Company or such Restricted Subsidiary, in an aggregate principal amount
      including all Permitted Refinancing Indebtedness incurred to refund,
      refinance or replace any Indebtedness incurred pursuant to this clause
      (iv) not to exceed $10.0 million at any time
  outstanding;


	 	 
	 	     (v)     the
      incurrence by the Company or any of its Restricted Subsidiaries of
      Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
      which are used to refund, refinance, replace, defease or discharge,
      Indebtedness that was permitted by this Indenture to be incurred under
      Section 4.09(a) or clause (ii) or (iii) of this Section 4.09(b) or this
      clause (v);


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			 	     (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 is the obligor on such Indebtedness and a Subsidiary Guarantor
      is not the obligee, such Indebtedness must be expressly subordinated to
      the prior payment in full in cash of all Obligations with respect to the
      Notes, or if a Subsidiary Guarantor is the obligor on such Indebtedness
      and neither the Company nor another Subsidiary Guarantor is the obligee,
      such Indebtedness must be expressly subordinated to the prior payment in
      full in cash of all Obligations with respect to the Guarantee of such
      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 thereof and (ii) any sale or other transfer of any
      such Indebtedness to a Person that is not either the Company or a
      Restricted Subsidiary thereof, shall be deemed, in each case, to
      constitute an incurrence of such Indebtedness by the Company or such
      Restricted Subsidiary, as the case may be, that was not permitted by this
      clause (vi);


			 	 
			 	     (vii)     the
      incurrence by the Company or any of its Restricted Subsidiaries of Hedging
      Obligations that are incurred for the purpose of fixing or hedging (but
      not for speculative purposes) (A) foreign currency exchange rate risks of
      the Company or any Restricted Subsidiary, (B) interest rate risks with
      respect to any floating rate Indebtedness of the Company or any Restricted
      Subsidiary that is permitted by the terms of this Indenture to be
      outstanding or (C) commodities pricing risks of the Company or any
      Restricted Subsidiary in respect of Hydrocarbons used, produced, processed
      or sold by the Company or any of its Restricted
  Subsidiaries;


			 	 
			 	     (viii)     the
      guarantee by the Company or any of its Restricted Subsidiaries of
      Indebtedness of the Company or any of its Restricted Subsidiaries that was
      permitted to be incurred by another provision of this Section 4.09;
      provided, that in the event such Indebtedness that is being
      guaranteed is a Subordinated Obligation or a Guarantor Subordinated
      Obligation, then the guarantee shall be subordinated in right of payment
      to the Notes or the Guarantee, as the case may
be;


			 	 
			 	     (ix)     the
      incurrence by the Company or any of its Restricted Subsidiaries of
      Indebtedness in respect of workers’ compensation claims, payment
      obligations in connection with health or other types of social security
      benefits, unemployment or other insurance or self-insurance obligations,
      reclamation, statutory obligations, banks’ acceptances and bid,
      performance, surety and appeal bonds or other similar obligations incurred
      in the ordinary course of business, including guarantees and obligations
      respecting standby letters of credit supporting such obligations, to the
      extent not drawn (in each case other than an obligation for money
      borrowed); 


			 	 
			 	     (x)     the
      incurrence by the Company or any of its Restricted Subsidiaries of
      additional Indebtedness or the issuance of Disqualified Equity in an
      aggregate principal amount at any time outstanding not to exceed $25.0
      million;


			 	 
			 	     (xi)     the
      incurrence by the Company or any of its Restricted Subsidiaries of
      Indebtedness arising from the honoring by a bank or other financial
      institution of a check, draft or similar instrument inadvertently drawn
      against insufficient funds;


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


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			 	     (xiii)     the
      incurrence by the Company or any of its Restricted Subsidiaries of
      additional Indebtedness arising out of advances on trade receivables,
      factoring of receivables, customer prepayments and similar transactions in
      the ordinary course of business and consistent with past
  practice


		 
		     (c)     For
      purposes of determining compliance with this Section 4.09, in the event
      that an item of proposed Indebtedness meets the criteria of more than one
      of the categories of Permitted Debt described in paragraphs (b)(i) through
      (b)(xiii) above, or is entitled to be incurred pursuant to Section
      4.09(a), the Company shall be permitted to classify (or later reclassify
      in whole or in part) such item of Indebtedness in any manner that complies
      with this Section 4.09. An item of Indebtedness may be divided and
      classified in one or more of the types of Permitted Indebtedness. Any
      Indebtedness under Credit Facilities on the Issue Date shall be considered
      incurred under Section 4.09(a).


		 
		     (d)     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, and the payment of dividends
      on Disqualified Equity in the form of additional shares of the same class
      of Disqualified Equity shall not be deemed to be an incurrence of
      Indebtedness or an issuance of Disqualified Equity for purposes of this
      Section 4.09; provided, in each such case, that the amount thereof
      is included in Fixed Charges of the Company as
  accrued.


	 	 
	 Section
      4.10.	Liens.


     The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien of any kind
securing Indebtedness upon any asset now owned or hereafter acquired, except
Permitted Liens, without making effective provision whereby all Obligations due
under the Notes and this Indenture or any Guarantee, as applicable, will be
secured by a Lien equally and ratably with (or prior to in the case of Liens
with respect to Subordinated Obligations or Guarantor Subordinated Obligations,
as the case may be) any and all Obligations thereby secured for so long as any
such Obligations shall be so secured.

	 Section 4.11.	Dividend and Other Payment Restrictions
      Affecting Subsidiaries.


	 
	     (a)     The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to, directly or indirectly, create or permit to exist or become effective
      any encumbrance or restriction on the ability of any Restricted Subsidiary
      to:


	 	 	 
	 	 	     (i)     pay
      dividends or make any other distributions on its Equity Interests to the
      Company or any of the Company’s Restricted Subsidiaries, or pay any
      indebtedness or other obligations owed to the Company or any of the other
      Restricted Subsidiaries (provided that the priority that any series
      of preferred stock of a Restricted Subsidiary has in receiving dividends
      or liquidating distributions before dividends or liquidating distributions
      are paid in respect of common stock of such Restricted Subsidiary shall
      not constitute a restriction on the ability to make dividends or
      distributions on Equity Interests for purposes of this
  covenant);


	 	 	 
	 	 	     (ii)     make
      loans or advances to or make other investments in the Company or any of
      the other Restricted Subsidiaries; or


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


	 
	     (b)     The
      restrictions contained in Section 4.11(a) shall not apply to encumbrances
      or restrictions existing under or by reason of:


	 	 	 
	 	 	     (i)     agreements
      as in effect on the Issue Date (including the Credit Agreement) and any
      amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings of any such agreements;
      provided that such amendments, modifications, restatements,
      renewals, increases, supplements, refundings, replacements or refinancings
      are no more restrictive, taken as a whole, with respect to such
      distribution, dividend and other payment restrictions and loan or
      investment restrictions than those contained in such agreement, as in
      effect on the Issue Date;


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			 	     (ii)     this
      Indenture, the Notes and the Guarantees;


			 	 
			 	     (iii)     applicable
      law, rule, regulation, order, licenses, permits or similar governmental,
      judicial or regulatory restriction;


			 	 
			 	     (iv)     any
      instrument governing Indebtedness or Equity Interests 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 was
      incurred in connection with or in contemplation of such acquisition),
      which encumbrance or restriction is not applicable to any Person, or the
      property or assets of any Person, other than such Person, or the property
      or assets of such Person, so acquired; provided 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 Hydrocarbon purchase and sale or exchange
      agreements or similar operational agreements or in licenses and leases
      entered into in the ordinary course of business and consistent with past
      practices;


			 	 
			 	     (vi)     Capital
      Lease Obligations, mortgage financings or purchase money obligations, in
      each case for property acquired in the ordinary course of business that
      impose restrictions on that property of the nature described in clause
      (iii) of Section 4.11(a);


			 	 
			 	     (vii)     any
      agreement for the sale or other disposition of a Restricted Subsidiary
      that restricts distributions by that Restricted Subsidiary pending its
      sale or other disposition, provided that such sale or disposition is
      consummated, or such restrictions are canceled or terminated or lapse, by
      the later of (a) 90 days following the execution of such agreement and (b)
      the date on which any required regulatory approval in respect of such sale
      has been obtained;


			 	 
			 	     (viii)     Permitted
      Refinancing Indebtedness; provided that the restrictions contained
      in the agreements governing such Permitted Refinancing Indebtedness are no
      more restrictive, taken as a whole, than those contained in the agreements
      governing the Indebtedness being refinanced;


			 	 
			 	     (ix)     Liens
      securing Indebtedness otherwise permitted to be incurred pursuant to the
      provisions of Section 4.10 that limit the right of the Company or any of
      its Restricted Subsidiaries to dispose of the assets subject to such
      Lien;


			 	 
			 	     (x)     provisions
      with respect to the disposition or distribution of assets or property in
      joint venture agreements, asset sale agreements, stock sale agreements and
      other similar agreements entered into in the ordinary course of business
      that solely affect the assets or property that is the subject of such
      agreements and provided that in the case of joint venture agreements such
      provisions solely affect assets or property of the joint
  venture;


			 	 
			 	     (xi)     any
      agreement or instrument relating to any property or assets acquired after
      the Issue Date, so long as such encumbrance or restriction relates only to
      the property or assets so acquired and is not and was not created in
      anticipation of such acquisitions; 


			 	 
			 	     (xii)     restrictions
      on cash or other deposits or net worth imposed by customers or lessor
      under contracts or leases entered into in the ordinary course of business;
      and


			 	 
			 	     (xiii)     Hedging
      Obligations incurred from time to time.


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	  Section 4.12.	Transactions With
  Affiliates.


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


	 	 
	 	     (i)     such
      Affiliate Transaction is on terms that are no less favorable to the
      Company or the relevant Restricted Subsidiary than those that would have
      been obtained in a comparable transaction by the Company or such
      Restricted Subsidiary with an unrelated Person or, if in the good faith
      judgment of the independent members of the Board of Directors of the
      General Partner no comparable transaction with an unrelated Person would
      be available, such independent directors determine in good faith that such
      Affiliate Transaction is fair to the Company from a financial point of
      view; 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 $5.0 million
      but less than or equal to $25.0 million, an Officers’ Certificate
      certifying that such Affiliate Transaction complies with this Section 4.12
      and that such Affiliate Transaction has been approved by a majority of the
      disinterested members of the Board of Directors of the General Partner;
      and


	 	 	 
	 	 	     (B)     with
      respect to any Affiliate Transaction or series of related Affiliate
      Transactions involving aggregate consideration in excess of $25.0 million,
      (i) a resolution of the Board of Directors of the General Partner set
      forth in an Officers’ Certificate certifying that such Affiliate
      Transaction complies with this Section 4.12 and that such Affiliate
      Transaction has been approved by a majority of the disinterested members
      of the Board of Directors of the General Partner and (ii) an opinion as to
      the fairness to the Company of such Affiliate Transaction from a financial
      point of view issued by an accounting, appraisal or investment banking
      firm of national standing recognized as an expert in rendering fairness
      opinions on transactions such as those
proposed.


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


	 	 
	 	     (i)     any
      employment, equity option or equity appreciation agreement or plan entered
      into by the Company or any of its Restricted Subsidiaries in the ordinary
      course of business;


	 	 
	 	     (ii)     transactions
      between or among the Company and/or its Restricted
  Subsidiaries;


	 	 
	 	     (iii)     Restricted
      Payments that are permitted by Section 4.08 and Permitted
      Investments;


	 	 
	 	     (iv)     transactions
      effected in accordance with the terms of agreements described in the
      Offering Memorandum under the caption “Certain Relationships and Related
      Transactions” as such agreements are in effect on the Issue Date, and any
      amendment or replacement of any of such agreements so long as such
      amendment or replacement agreement is no less advantageous to the Company
      in any material respect than the agreement so amended or
    replaced;


	 	 
	 	     (v)     customary
      compensation, indemnification and other benefits made available to
      officers, directors or employees of the Company or a Restricted
      Subsidiary, including reimbursement or advancement of out-of-pocket
      expenses and provisions of officers’ and directors’ liability insurance;
      


	 	 
	 	     (vi)     gathering,
      transportation, marketing, hedging, production handling, operating,
      construction, terminalling, storage, lease, platform use, or other
      operational contracts, 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 with third
      parties, or if neither the Company nor any Restricted Subsidiary has
      entered into a similar contract with a third party, on terms that are no
      less favorable than those available from third parties on an arm’s-length
      basis, as determined by the Board of Directors of the General
      Partner;


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			 	     (vii)     the
      issuance or sale for cash of Equity Interests (other than Disqualified
      Equity);


			 	 
			 	     (viii)     any
      transaction in which the Company or any of its Restricted Subsidiaries, as
      the case may be, delivers to the Trustee opinion from an accounting,
      appraisal or investment banking firm of national standing stating that
      such transaction is fair to the Company or such Restricted Subsidiary from
      a financial point of view or that such transaction meets the requirements
      of clause (i) of the Section 4.12(a);


			 	 
			 	     (ix)     guarantees
      of performance by the Company and its Restricted Subsidiaries of the
      Company’s Unrestricted Subsidiaries in the ordinary course of business,
      except for guarantees of Indebtedness in respect of borrowed
    money;


			 	 
			 	     (x)     if
      such Affiliate Transaction is with a Person in its capacity as a holder of
      Indebtedness or Equity Interests of the Company or any Restricted
      Subsidiary where such Person is treated no more favorably than the holders
      of Indebtedness or Equity Interests of the Company or any Restricted
      Subsidiary who are unaffiliated with the Company and its Restricted
      Subsidiaries;


			 	 
			 	     (xi)     transactions
      effected pursuant to agreements in effect on the Issue Date and any
      amendment, modification or replacement of any such agreement (so long as
      such amendment or replacement is not in the good faith determination of
      the Board of Directors of the General Partner materially more
      disadvantageous to the Holders of Notes, taken as a whole than the
      original agreement as in effect on the Issue Date);
  and


			 	 
			 	     (xii)     transactions
      between the Company and any Person, a director of which is also a director
      of the Company; provided that such director abstains from voting as
      a director of the Company on any matter involving such other
    Person.


	 	 
	  Section
      4.13.	Additional Subsidiary
    Guarantees.


     If, after
the Issue Date, any Restricted Subsidiary that is not already a Subsidiary
Guarantor (including Noark and any newly-created or acquired Restricted
Subsidiary) guarantees any other Indebtedness of either of the Issuers or any
Indebtedness of the Operating Company, or if the Operating Company or any other
Subsidiary, if not then a Subsidiary Guarantor, guarantees any other
Indebtedness of either of the Issuers or any other Subsidiary or incurs any
Indebtedness under any Credit Facility, then, in each such case, such Subsidiary
must become a Subsidiary Guarantor by executing a supplemental indenture
substantially in the form of Annex A hereto and delivering an Opinion of
Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the date on
which it became a Restricted Subsidiary or such other guarantee was executed or
such Indebtedness incurred, as applicable. Notwithstanding the preceding, (i)
any Guarantee of a Restricted Subsidiary that was incurred pursuant to this
Section 4.13 shall provide by its terms that it shall be automatically and
unconditionally released upon the release or discharge of the guarantee which
resulted in the creation of such Restricted Subsidiary’s Guarantee, except a
discharge or release by, or as a result of payment under, such guarantee and
except if, at such time, such Restricted Subsidiary is then a guarantor under
any other Indebtedness of the Issuers or another Subsidiary and (ii) any
Guarantee of a Restricted Subsidiary shall be automatically released if such
Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance
with the Indenture.

	  Section 4.14.	Designation of Restricted and Unrestricted
      Subsidiaries.


	 
	     (a)     The
      Board of Directors of the General Partner may designate any Restricted
      Subsidiary to be an Unrestricted Subsidiary if that designation would not
      cause a Default or Event of Default. If a Restricted Subsidiary is
      designated as an Unrestricted Subsidiary, all outstanding Investments
      owned by the Company and its Restricted Subsidiaries in the Subsidiary so
      designated will be deemed to be an Investment made as of the time of such
      designation and will reduce the amount available for Restricted Payments
      under Section 4.08(a), or represent Permitted Investments. All such
      outstanding Investments will be valued at their fair market value at the
      time of such designation. That designation will only be permitted if such
      Restricted Payments or Permitted Investments would be permitted under this
      Indenture at that time and such Restricted Subsidiary otherwise meets the
      definition of an Unrestricted Subsidiary. All Subsidiaries of an
      Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon the
      designation of a Restricted Subsidiary that is a Subsidiary Guarantor as
      an Unrestricted Subsidiary, the Guarantee of such entity shall be
      automatically released.


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		     (b)     The
      Board of Directors of the General Partner may at any time designate any
      Unrestricted Subsidiary to be a Restricted Subsidiary; provided
      that such designation shall be deemed to be an incurrence of Indebtedness
      by a Restricted Subsidiary of the Company of any outstanding Indebtedness
      of such Unrestricted Subsidiary and such designation shall only be
      permitted if (i) such Indebtedness is permitted under Section 4.09,
      calculated on a pro forma basis as if such designation had occurred at the
      beginning of the four-quarter reference period and Section 4.10; and (ii)
      no Default or Event of Default would be in existence following such
      designation.


     During any
period when covenants are suspended pursuant to Section 4.20, the Issuers will
not be permitted to designate or redesignate any of their Subsidiaries pursuant
to this Section 4.14.

	  Section 4.15.	Business
  Activities.


     The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, engage in
any business other than Permitted Businesses.

     Finance Co
shall not engage in any business or incur any Indebtedness other than activities
in connection with its rights and obligations as an Issuer of the Notes and any
additional Notes issued by the Issuers after the Issue Date pursuant to Section
2.02.

	  Section 4.16.	Sale and Lease-back
    Transactions.


     The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any sale and lease-back transaction; provided that the Company or any
Restricted Subsidiary that is a Subsidiary Guarantor may enter into a sale and
lease-back transaction if:

			 	     (a)     the
      Company or that Subsidiary Guarantor, as applicable, could have (i)
      incurred Indebtedness in an amount equal to the Attributable Debt relating
      to such sale and lease-back transaction under Section 4.09(a), and (ii)
      incurred a Lien to secure such Indebtedness pursuant to Section 4.10;
      provided, that clause (i) of this clause (a) shall be suspended
      during any period in which the Company and its Restricted Subsidiaries are
      not subject to the Suspended Covenants;


			 	 
			 	 
			 	     (b)     the
      gross cash proceeds of the sale and lease-back transaction are at least
      equal to the fair market value, as determined in good faith by the Board
      of Directors of the General Partner, of the property that is the subject
      of such sale and lease-back transaction; and


			 	 
			 	     (c)     the
      transfer of assets in the sale and lease-back transaction is permitted by,
      and the Company applies the proceeds of such transaction in compliance
      with, the provisions set forth under Sections 3.09 and
  4.07.


	 	 
	  Section 4.17.	Payments for
  Consent.


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

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	  Section 4.18.	Reports.


	 
	     (a)     Whether
      or not required by the SEC, so long as any Notes are outstanding, the
      Company will file with the SEC (unless the SEC will not accept such a
      filing) within the time periods specified in the SEC’s rules and
      regulations, and upon request, unless already available on the SEC’s EDGAR
      filing system, the Company will furnish (without exhibits) to the Trustee
      for delivery to the Holders of Notes:


	 	 
	 	     (i)     all
      quarterly and annual financial information that would be required to be
      contained in a filing with the SEC on Forms 10-Q and 10-K if the Company
      were required to file such forms, including a “Management’s discussion and
      analysis of financial condition and results of operations” and, with
      respect to the annual information only, a report on the annual financial
      statements by the Company’s independent auditors;
and


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


	 
	     (b)     If
      as of the end of any such quarterly or annual period referred to in
      Section 4.18(a), the Company has designated any of its Subsidiaries as
      Unrestricted Subsidiaries, then the Company shall deliver (promptly after
      such SEC filing referred to in Section 4.18(a)) to the Trustee for
      delivery to the Holders of the Notes quarterly and annual financial
      information required by Section 4.18(a) as revised to 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.


	 
	     (c)     So
      long as any Notes remain outstanding, the Issuers shall furnish to the
      Holders and to securities analysts and prospective investors, upon their
      request, the information required to be delivered pursuant to Rule
      144A(d)(4) under the Securities Act.


	 	 
	  Section
      4.19.	Layering
  Indebtedness.


     The Company
will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, incur any Indebtedness that is or purports to be by its terms (or by
the terms of any agreement governing such Indebtedness) subordinated to any
other Indebtedness of the Company or of such Restricted Subsidiary, as the case
may be, unless such Indebtedness is also by its terms (or by the terms of any
agreement governing such Indebtedness) made expressly subordinate to the notes
or the Guarantee of such Restricted Subsidiary, to the same extent and in the
same manner as such Indebtedness is subordinated to such other Indebtedness of
the Company or such Restricted Subsidiary, as the case may be.

     For purposes
of the foregoing, no Indebtedness will be deemed to be subordinated in right of
payment to any other Indebtedness of the Company or any Restricted Subsidiary
solely by virtue of being unsecured or secured by a junior priority lien or by
virtue of the fact that the holders of such Indebtedness have entered into
intercreditor agreements or other arrangements giving one or more of such
holders priority over the other holders in the collateral held by
them.

	  Section 4.20.	Suspension of
  Covenants.


     During any
period when the Notes have an Investment Grade Rating from either Rating Agency
and no Default has occurred and is continuing, the Company and its Restricted
Subsidiaries shall not be subject to Sections 3.09, 4.07, 4.08, 4.09, 4.11,
4.12, 4.16(a)(i) and 5.01(a)(iv) (collectively, the “Suspended
Covenants”); provided, however, that the provisions set forth
in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and 4.20 shall not be so
suspended; and provided, further, that if the Company and its Restricted
Subsidiaries are not subject to the Suspended Covenants for any period of time
as a result of the preceding portion of this sentence and, subsequently, a
Rating Agency withdraws its ratings or downgrades the ratings assigned to the
Notes below the Investment Grade Ratings so that the Notes do not have an
Investment Grade Rating from either Rating Agency, or a Default (other than with
respect to the Suspended Covenants) occurs and is continuing, the Company and
its Restricted Subsidiaries shall thereafter again be subject to the Suspended
Covenants, subject to the terms, conditions and obligations set forth in this
Indenture (each such date of reinstatement being the “Reinstatement
Date”). Compliance with the Suspended Covenants with respect to Restricted
Payments made after the Reinstatement Date shall be calculated in accordance
with the terms of Section 4.08 as though such covenants had been in effect
during the entire period of time from which the Notes are issued. In addition,
during any period when the Suspended Covenants are suspended the Issuers will
not be permitted to designate or redesignate any of their Subsidiaries pursuant
to Section 4.14.

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	ARTICLE
      5

SUCCESSORS


	  Section 5.01.	Merger, Consolidation, or Sale of
      Assets.


	 
	     (a)     Neither
      of the Issuers may, directly or indirectly: (x) consolidate or merge with
      or into another Person (whether or not such Issuer is the survivor); or
      (y) 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) such Issuer is the surviving entity of such transaction; or (B) the
      Person formed by or surviving any such consolidation or merger (if other
      than such Issuer) or to which such sale, assignment, transfer, lease,
      conveyance or other disposition shall have been made is an entity
      organized or existing under the laws of the United States, any state
      thereof or the District of Columbia, provided that Finance Co may
      not consolidate or merge with or into any entity other than a corporation
      satisfying such requirement;


	 	 
	 	     (ii)     the
      Person formed by or surviving any such consolidation or merger (if other
      than such Issuer) or the Person to which such sale, assignment, transfer,
      lease, conveyance or other disposition shall have been made expressly
      assumes all the obligations of such Issuer under the Notes, this Indenture
      and the Registration Rights Agreement pursuant to agreements reasonably
      satisfactory to the Trustee;


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


	 	 
	 	     (iv)     in
      the case of a transaction involving the Company and not Finance Co, the
      Company or the Person formed by or surviving any such consolidation or
      merger (if other than the Company) shall, on the date of such transaction
      after giving pro forma effect thereto and any related financing
      transactions as if the same had occurred at the beginning of the
      applicable four-quarter period, be permitted to incur at least $1.00 of
      additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
      set forth in Section 4.09(a); provided,that this clause (iv)
      shall be suspended during any period in which the Issuers and their
      Restricted Subsidiaries are not subject to the Suspended Covenants;
      and


	 	 
	 	     (v)     such
      Issuer has delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that such consolidation, merger or
      disposition and, if a supplemental indenture is required, such
      supplemental indenture comply with this Indenture and all conditions
      precedent therein relating to such transaction have been
    satisfied.


	 
	     (b)     Notwithstanding
      Section 5.01(a), the Company is permitted to reorganize as any other form
      of entity in accordance with the procedures established in this Indenture;
      provided that:


	 	 
	 	     (i)     the
      reorganization involves the conversion (by merger, sale, contribution or
      exchange of assets or otherwise) of the Company into a form of entity
      other than a limited partnership formed under Delaware
  law;


	 	 
	 	     (ii)     the
      entity so formed by or resulting from such reorganization is an entity
      organized or existing under the laws of the United States, any state
      thereof or the District of Columbia;


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			 	     (iii)     the
      entity so formed by or resulting from such reorganization assumes all of
      the obligations of the Company under the Notes and this Indenture pursuant
      to agreements reasonably satisfactory to the
Trustee;


			 	 
			 	     (iv)     immediately
      after such reorganization no Default or Event of Default exists;
    and


			 	 
			 	     (v)     such
      reorganization is not adverse to the Holders of the Notes (for purposes of
      this clause (v) it is stipulated that such reorganization shall not be
      considered adverse to the Holders of the Notes solely because the
      successor or survivor of such reorganization (A) is subject to federal or
      state income taxation as an entity or (B) is considered to be an
      “includible corporation” of an affiliated group of corporations within the
      meaning of Section 1504(b)(i) of the Code or any similar state or local
      law).


		 
		     (c)     No
      Subsidiary Guarantor may consolidate with or merge with or into (whether
      or not such Subsidiary Guarantor is the surviving Person) another Person,
      except the Company or another Subsidiary Guarantor, unless: (i)
      immediately after giving effect to such transaction, no Default or Event
      of Default exists, and (ii) the Person formed by or surviving any such
      consolidation or merger assumes all the obligations of such Subsidiary
      Guarantor pursuant to a supplemental indenture substantially in the form
      of Annex A hereto, except that no such assumption or supplemental
      indenture shall be required in those circumstances described in clauses
      (i) and (ii) of Section 10.05 hereof. In case of any such consolidation or
      merger and upon the assumption by the successor Person by supplemental
      indenture, executed and delivered to the Trustee substantially in the form
      of Annex A hereto, of the Guarantees contained herein and the due and
      punctual performance of all of the covenants of this Indenture to be
      performed by the Subsidiary Guarantor, such successor shall succeed to and
      be substituted for the Subsidiary Guarantor with the same effect as if it
      had been named herein as a Subsidiary Guarantor. Such successor thereupon
      may cause to be signed any or all of the notations of the Guarantees to be
      endorsed upon all of the Notes issuable hereunder which theretofore shall
      not have been signed by the Issuers and delivered to the Trustee. All the
      Guarantees so issued shall in all respects have the same legal rank and
      benefit under this Indenture as the Guarantees theretofore and thereafter
      issued in accordance with the terms of this Indenture as though all of
      such Guarantees had been issued at the date of the execution
    hereof.


		 
		     (d)     Notwithstanding
      anything in this Section 5.01 to the contrary, in the event the Company
      becomes a corporation or the Company or the Person formed by or surviving
      any consolidation or merger (permitted in accordance with the terms of the
      Indenture) is a corporation, Finance Co. may be dissolved in accordance
      with the Indenture and may cease to be an
Issuer.


	 	 
	  Section
      5.02.	Successor Entity
  Substituted.


	 
	     (a)     Upon
      any consolidation or merger, or any sale, assignment, transfer, lease,
      conveyance or other disposition of all or substantially all of the
      properties or assets of an Issuer in accordance with Section 5.01 hereof,
      the surviving entity formed by such consolidation or into or with which
      such Issuer is merged or to which such sale, assignment, transfer, lease,
      conveyance or other disposition is made shall succeed to, and be
      substituted for (so that from and after the date of such consolidation,
      merger, sale, assignment, transfer, lease, conveyance or other
      disposition, the provisions of this Indenture referring to the “Company”
      or “Finance Co,” as the case may be, shall refer instead to the surviving
      entity and not to the Company or Finance Co, as the case may be), and may
      exercise every right and power of the Company or Finance Co, as the case
      may be, under this Indenture with the same effect as if such successor
      Person had been named as an Issuer herein; and thereafter, if an Issuer is
      dissolved following a disposition of all or substantially all of its
      properties or assets in accordance with this Indenture, it shall be
      discharged and released from all obligations and covenants under this
      Indenture and the Notes; provided, however, that the predecessor
      shall not be relieved 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 its properties or assets.


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		     (b)     If
      the surviving entity shall have succeeded to and been substituted for an
      Issuer, such surviving entity may cause to be signed, and may issue either
      in its own name or in the name of the applicable Issuer prior to such
      succession any or all of the Notes issuable hereunder which theretofore
      shall not have been signed by such Issuer and delivered to the Trustee;
      and, upon the order of such surviving entity, instead of such Issuer, and
      subject to all the terms, conditions and limitations in this Indenture
      prescribed, the Trustee shall authenticate and shall deliver any Notes
      which previously shall have been signed and delivered by the Officers of
      such Issuer to the Trustee for authentication, and any Notes which such
      surviving entity thereafter shall cause to be signed and delivered to the
      Trustee for that purpose (in each instance with notations of Guarantees
      thereon by the Subsidiary Guarantors). All of the Notes so issued and so
      endorsed shall in all respects have the same legal rank and benefit under
      this Indenture as the Notes theretofore or thereafter issued and endorsed
      in accordance with the terms of this Indenture and the Guarantees as
      though all such Notes had been issued and endorsed at the date of the
      execution hereof.


		 
		 
		     (c)     In
      case of any such consolidation, merger, sale, assignment, transfer, lease,
      conveyance or other disposition, such changes in phraseology and form (but
      not in substance) may be made in the Notes thereafter to be issued or the
      Guarantees to be endorsed thereon as may be
  appropriate.


		 
		     (d)     For
      all purposes of this Indenture and the Notes, Subsidiaries of any
      surviving entity (other than an Issuer) will, upon such transaction or
      series of transactions, become Restricted Subsidiaries or Unrestricted
      Subsidiaries as provided pursuant to this Indenture and all Indebtedness,
      and all Liens on property or assets, of such surviving entity and its
      Restricted Subsidiaries immediately prior to such transaction or series of
      transactions shall be deemed to have been incurred upon such transaction
      or series of transactions.


	 
	ARTICLE
      6     
DEFAULTS AND
  REMEDIES


	  Section 6.01.	Events of
Default.


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

			 	     (a)     default
      for 30 days in the payment when due of interest on, including Additional
      Interest with respect to, the Notes;


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


			 	 
			 	     (c)     failure
      by the Company to comply (for 30 days in the case of a failure to comply
      that is capable of cure) with the provisions described under Section 4.06,
      4.07 or 5.01 hereof;


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


			 	 
			 	     (e)     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 either Issuer or any of the Restricted Subsidiaries of
      the Company (or the payment of which is guaranteed by the Company or any
      of its Restricted Subsidiaries), whether such Indebtedness or guarantee
      now exists or is created after the Issue Date, if that
  default:


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


			 	 	 
			 	 	     (ii)     results
      in the acceleration of such Indebtedness prior to its express
      maturity,


and, in each case, the principal amount of
any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $10.0 million or more;

			 	     (f)     failure
      by an Issuer or any Restricted Subsidiary of the Company to pay final
      judgments aggregating in excess of $10.0 million, which judgments are not
      paid, discharged or stayed for a period of 60
days;


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			 	     (g)     except
      as permitted by this Indenture, any Guarantee shall be held in any
      judicial proceeding to be unenforceable or invalid or shall cease for any
      reason to be in full force and effect or any Subsidiary Guarantor, or any
      Person acting on behalf of any Subsidiary Guarantor, shall deny or
      disaffirm its obligations under its Guarantee;


			 	 
			 	     (h)     either
      Issuer, the General Partner or any Restricted Subsidiary of the Company
      that is a Significant Subsidiary or any group of Restricted Subsidiaries
      of the Company that, taken as a whole, 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)     consents
      to the appointment of a custodian of it or for all or substantially all of
      its property,


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


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


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


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


			 	 	 
			 	 	     (ii)     appoints
      a custodian of an Issuer or any Restricted Subsidiary of the Company that
      is a Significant Subsidiary or any group of Restricted Subsidiaries of the
      Company that, taken as a whole, would constitute a Significant Subsidiary
      or for all or substantially all of the property of an Issuer or any
      Restricted Subsidiary of the Company that is a Significant Subsidiary or
      any group of Restricted Subsidiaries of the Company that, taken as a
      whole, would constitute a Significant Subsidiary;
or


			 	 	 
			 	 	     (iii)     orders
      the liquidation of an Issuer or any Restricted Subsidiary of the Company
      that is a Significant Subsidiary or any group of Restricted Subsidiaries
      of the Company that, taken as a whole, would constitute a Significant
      Subsidiary;


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

	  Section 6.02.	Acceleration.


     If any Event
of Default (other than an Event of Default specified in clauses (h) or (i) of
Section 6.01 hereof) occurs and is continuing, the Trustee may, and upon written
request of the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes shall declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clauses (h)
or (i) of Section 6.01 hereof occurs with respect to an Issuer, all outstanding
Notes shall be due and payable immediately without further action or notice. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of the Holders of all of
the Notes rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

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	  Section 6.03.	Other
Remedies.


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

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

	  Section 6.04.	Waiver of Past
  Defaults.


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

	  Section 6.05.	Control by
  Majority.


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

	  Section 6.06.	Limitation on
  Suits.


     A Holder of
a Note may pursue a remedy with respect to this Indenture or the Notes only
if:

			 	     (a)     the
      Holder of a Note gives to the Trustee written notice of a continuing Event
      of Default;


			 	 
			 	     (b)     the
      Holders of at least 25% in principal amount of the then outstanding Notes
      make a written request to the Trustee to pursue the
  remedy;


			 	 
			 	     (c)     such
      Holder of a Note or Holders of Notes offer and, if requested, provide to
      the Trustee indemnity or security satisfactory to the Trustee against any
      loss, liability or expense;


			 	 
			 	     (d)     the
      Trustee does not comply with the request within 60 days after receipt of
      the request and the offer and, if requested, the provision of indemnity;
      and


			 	 
			 	     (e)     during
      such 60-day period the Holders of a majority in principal amount of the
      then outstanding Notes do not give the Trustee a direction inconsistent
      with the request.


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

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	  Section 6.07.	Rights of Holders of Notes to Receive
      Payment.


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

	  Section 6.08.	Collection Suit by
  Trustee.


     If an Event
of Default specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee is authorized to recover a judgment in its own name and as trustee of an
express trust against the Issuers for the whole amount of principal of, premium
and interest (including Additional Interest, if any) remaining unpaid on the
Notes and interest on overdue principal and, to the extent lawful, interest
(including Additional Interest, if any) and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

	  Section 6.09.	Trustee May File Proofs of
    Claim.


     The Trustee
is authorized to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders of the Notes allowed in
any judicial proceedings relative to an Issuer or any of the Subsidiary
Guarantors (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

	  Section 6.10.	Priorities.


     If the
Trustee collects any money pursuant to this Article, it shall pay out the money
in the following order:

     First: to
the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and expenses of
collection;

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

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

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

	  Section 6.11.	Undertaking for
  Costs.


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

	ARTICLE
      7

TRUSTEE


	  Section 7.01.	Duties of
Trustee.


	 
	     (a)     If
      an Event of Default has occurred and is continuing, the Trustee shall
      exercise such of the rights and powers vested in it by this Indenture, and
      use the same degree of care and skill in its exercise, as a prudent man
      would exercise or use under the circumstances in the conduct of his own
      affairs.


	 
	     (b)     Except
      during the continuance of an Event of Default:


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


	 	 
	 	     (ii)     in
      the absence of bad faith on its part, the Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions
      expressed therein, upon certificates or opinions furnished to the Trustee
      and conforming to the requirements of this Indenture. However, in the case
      of any such certificates or opinions which by any provision hereof are
      specifically required to be furnished to the Trustee, the Trustee shall be
      under a duty to examine the same to determine whether or not they conform
      to the requirements of this Indenture (but need not confirm or investigate
      the accuracy of mathematical calculations or other facts stated
      therein).


	 
	     (c)     The
      Trustee may not be relieved from liabilities for its own negligent action,
      its own negligent failure to act, or its own willful misconduct, except
      that:


	 	 
	 	     (i)     this
      paragraph does not limit the effect of paragraph (b) of this
      Section 7.01;


	 	 
	 	     (ii)     the
      Trustee shall not be liable for any error of judgment made in good faith
      by a Responsible Officer, unless it is proved that the Trustee was
      negligent in ascertaining the pertinent facts;
and


	 	 
	 	     (iii)     the
      Trustee shall not be liable with respect to any action it takes or omits
      to take in good faith in accordance with a direction received by it
      pursuant to any provision of this Indenture relating to the time, method
      and place of conducting any proceeding or remedy available to the Trustee,
      or exercising any trust or power conferred upon the Trustee under this
      Indenture.


	 
	     (d)     Whether
      or not therein expressly so provided, every provision of this Indenture
      that in any way relates to the Trustee is subject to paragraphs (a), (b),
      and (c) of this Section 7.01.


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


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


	 	 
	  Section 7.02.	Rights of
Trustee.


	 
	     (a)     Subject
      to the provisions of Section 7.01(a) hereof, the Trustee may conclusively
      rely upon any document believed by it to be genuine and to have been
      signed or presented by the proper Person. The Trustee need not investigate
      any fact or matter stated in the document, but may accept the same as
      conclusive evidence of the truth and accuracy of such statement or the
      correctness of such opinion.


	 
	     (b)     Before
      the Trustee acts or refrains from acting in the administration of this
      Indenture, it may require an Officers’ Certificate or an Opinion of
      Counsel or both. The Trustee shall not be liable for any action it takes
      or omits to take in good faith in reliance on such Officers’ Certificate
      or Opinion of Counsel. The Trustee may consult with counsel of its
      selection and the advice of such counsel or any Opinion of Counsel shall
      be full and complete authorization and protection from liability in
      respect of any action taken, suffered or omitted by it hereunder in good
      faith and in reliance thereon.


	 
	     (c)     The
      Trustee may execute any of its trusts or powers or perform any duties
      under this Indenture either directly by or through agents or attorneys,
      and may in all cases pay, subject to reimbursement as provided herein,
      such reasonable compensation as it deems proper to all such agents and
      attorneys employed or retained by it, and the Trustee shall not be
      responsible for any misconduct or negligence of any agent or attorney
      appointed with due care.


	 
	     (d)     The
      Trustee shall not be liable for any action it takes or omits to take in
      good faith that it believes to be authorized or within the rights or
      powers conferred upon it by this Indenture.


	 
	     (e)     Unless
      otherwise specifically provided in this Indenture, any demand, request,
      direction or notice from an Issuer or any Subsidiary Guarantor shall be
      sufficient if signed by an Officer of the Company or the General Partner
      (in the case of the Company), by an Officer of the General Partner (in the
      case of the General Partner) or by an Officer of Finance Co or any
      Subsidiary Guarantor (in the case of Finance Co or such Subsidiary
      Guarantor).


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


	 
	     (g)     The
      Trustee is not required to make any inquiry or investigation into facts or
      matters stated in any document but the Trustee, in its discretion, may
      make such further inquiry or investigation into such facts or matters as
      it may see fit and, if the Trustee determines to make such further inquiry
      or investigation, it shall be entitled to examine the books, records and
      premises of the Issuers.


	 
	     (h)     The
      Trustee is not required to take notice or shall not be deemed to have
      notice of any Default or Event of Default hereunder except Defaults or
      Events of Default under Sections 6.01(a) and 6.01(b) hereof, unless a
      Responsible Officer of the Trustee has actual knowledge thereof or has
      received notice in writing of such Default or Event of Default from the
      Issuers or the Holders of at least 25% in aggregate principal amount of
      the Notes then outstanding, and in the absence of any such notice, the
      Trustee may conclusively assume that no such Default or Event of Default
      exists.


	 
	     (i)     The
      Trustee is not required to give any bond or surety with respect to the
      performance of its duties or the exercise of its powers under this
      Indenture.


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		     (j)     Under
      no circumstances shall the Trustee be liable in its individual capacity
      for the obligations evidenced by the Notes.


		 
		     (k)     In
      the event the Trustee receives inconsistent or conflicting requests and
      indemnity from two or more groups of Holders of Notes, each representing
      less than the aggregate principal amount of Notes outstanding required to
      take any action hereunder, the Trustee, in its sole discretion may
      determine what action, if any, shall be taken.


		 
		     (l)     The
      Trustee’s immunities and protections from liability and its right to
      indemnification in connection with the performance of its duties under
      this Indenture shall extend to the Trustee’s officers, directors, agents,
      attorneys and employees. Such immunities and protections and right to
      indemnification, together with the Trustee’s right to compensation, shall
      survive the Trustee’s resignation of removal, the discharge of this
      Indenture and final payments of the Notes.


		 
		     (m)     The
      permissive right of the Trustee to take actions permitted by this
      Indenture shall not be construed as an obligation or duty to do
    so.


		 
		     (n)     Except
      for information provided by the Trustee concerning the Trustee, the
      Trustee shall have no responsibility for any information in any offering
      memorandum, disclosure material or prospectus distributed with respect to
      the Notes.


		 
		     (o)     The
      Trustee shall not be liable for any action taken or omitted by it in good
      faith at the direction of the Holders of not less than a majority in
      aggregate principal amount of the Notes then outstanding as to the time,
      method, and place of conducting any proceedings for any remedy available
      to the Trustee or the exercising of any power conferred by this
      Indenture.


		 
		     (p)     Subject
      to Section 7.01(d), whether or not therein expressly so provided, every
      provision of this Indenture relating to the conduct of, or affecting the
      liability of, or affording protection to the Trustee shall be subject to
      the provisions of this Section 7.02.


		 
		     (q)     Any
      action taken, or omitted to be taken, by the Trustee in good faith,
      pursuant to this Indenture upon the request or authority or consent of any
      Person who, at the time of making such request or giving such authority or
      consent, is the Holder of any Note shall be conclusive and binding upon
      all future Holders of that Note and upon securities executed and delivered
      in exchange therefore or in place thereof.


	 	 
	  Section
      7.03.	Individual Rights of
  Trustee.


     The Trustee
in its commercial banking or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuers, any Subsidiary Guarantors or
any Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Affiliate of the Trustee or Agent may do the same with like rights
and duties. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue (if this Indenture has been qualified under the TIA) as
trustee or resign. The Trustee is also subject to Sections 7.10 and 7.11
hereof.

	  Section 7.04.	Trustee’s
  Disclaimer.


     The Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Notes or the Guarantees, it shall not be
accountable for the Issuers’ use of the proceeds from the Notes or any money
paid to an Issuer or upon an Issuer’s direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

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	  Section 7.05.	Notice of
Defaults.


     If a Default
or Event of Default known to the Trustee occurs, the Trustee shall mail to
Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, premium, if any, or interest (including Additional Interest, if
any) on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

	  Section 7.06.	Reports by Trustee to Holders of the
      Notes.


     Within 60
days after each June 15 beginning with the June 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

     A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed
to the Company and filed with the SEC and each stock exchange on which the Notes
are listed in accordance with TIA Section 313(d). The Issuers shall promptly
notify the Trustee when the Notes are listed on any stock exchange.

	  Section 7.07.	Compensation and
  Indemnity.


     The Issuers
and the Subsidiary Guarantors shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing between the Issuers and the
Trustee for its acceptance of this Indenture and services hereunder. The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuers and the Subsidiary Guarantors shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.

     The Issuers
and the Subsidiary Guarantors shall indemnify each of the Trustee or any
successor Trustee against any and all losses, damages, claims, liabilities or
expenses (including reasonable attorneys’ fees and expenses) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against either of the Issuers or any Subsidiary Guarantor (including
this Section 7.07) and defending itself against any claim (whether asserted by
an Issuer, any Subsidiary Guarantor, or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its negligence or bad faith. The Trustee shall notify the
Issuers promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuers shall not relieve the Issuers and the
Subsidiary Guarantors of their obligations hereunder. The Issuers and the
Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Issuers and the
Subsidiary Guarantors shall pay the reasonable fees and expenses of such
separate counsel; provided that the Issuers and the Subsidiary Guarantors
will not be required to pay such fees and expenses if they assume the Trustee’s
defense with counsel acceptable to and approved by the Trustee (such approval
not to be unreasonably withheld) and there is no conflict of interest between
the Issuers and the Trustee in connection with such defense. The Issuers and the
Subsidiary Guarantors need not pay for any settlement made without their
consent, which consent shall not be unreasonably withheld. Neither the Issuers
nor the Subsidiary Guarantors need reimburse the Trustee for any expense or
indemnity against any liability or loss of the Trustee to the extent such
expense, liability or loss is attributable to the negligence or bad faith of the
Trustee.

     The
obligations of the Issuers and the Subsidiary Guarantors under this Section 7.07
shall survive the satisfaction and discharge of this Indenture and the
replacement of the Trustee.

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     To secure
the Issuers’ and the Subsidiary Guarantors’ payment obligations in this Section,
the Trustee shall have a Lien (which it may exercise through right of set-off)
prior to the Notes on all money or property held or collected by the Trustee,
except that held in trust to pay principal, premium, if any, and interest
(including Additional Interest, if any) on particular Notes. Such Lien shall
survive the satisfaction and discharge of this Indenture. When the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for the
services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     The Trustee
shall comply with the provisions of TIA Section 313(b)(2) to the extent
applicable.

	  Section 7.08.	Replacement of
  Trustee.


     A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section. The Trustee may resign in writing at
any time and be discharged from the trust hereby created by so notifying the
Issuers. The Holders of Notes of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the
Issuers in writing. The Issuers may remove the Trustee if:

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


			 	 
			 	     (b)     the
      Trustee is adjudged a bankrupt or an insolvent or an order for relief is
      entered with respect to the Trustee under any Bankruptcy
  Law;


			 	 
			 	     (c)     a
      custodian or public officer takes charge of the Trustee or its property;
      or


			 	 
			 	     (d)     the
      Trustee becomes incapable of acting.


     If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Issuers shall promptly appoint a successor Trustee. Within
one year after the successor Trustee takes office, the Holders of a majority in
aggregate principal amount of the then outstanding Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Issuers.

     If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers, any Subsidiary
Guarantor or the Holders of Notes of at least 10% in aggregate principal amount
of the then outstanding Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.

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

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

	  Section 7.09.	Successor Trustee by Merger,
    Etc.


     If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee. As soon as
practicable, the successor Trustee shall mail a notice of its succession to the
Issuers and the Holders of the Notes.

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	  Section 7.10.	Eligibility;
  Disqualification.


     There shall
at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate trust powers, that is
subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.

     This
Indenture shall always have a Trustee who satisfies the requirements of TIA
Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b),
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(l) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Issuers are
outstanding if the requirements of such exclusion set forth in TIA Section
310(b)(l) are met. For purposes of the preceding sentence, the optional
provision permitted by the second sentence of Section 310(b)(9) of the Trust
Indenture Act shall be applicable.

	  Section 7.11.	Preferential Collection of Claims Against
      Issuers.


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

	ARTICLE
      8     

LEGAL DEFEASANCE AND COVENANT
      DEFEASANCE


	 	 
	  Section 8.01.	Option to Effect Legal Defeasance or
      Covenant Defeasance.


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

	  Section 8.02.	Legal Defeasance and
    Discharge.


     Upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from their respective Obligations and certain other
obligations with respect to all outstanding Notes and Guarantees, as applicable,
on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Issuers and
the Subsidiary Guarantors shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the
other Sections of this Indenture referred to in clauses (a) and (b) of this
sentence below, and to have satisfied all their other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Issuers, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest (including Additional Interest, if any) on, such Notes when
such payments are due, (b) the Issuers’ obligations with respect to such Notes
under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’
and the Subsidiary Guarantors’ obligations in connection therewith and (d) this
Article 8. Subject to compliance with this Article 8, the Issuers may exercise
the option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

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	  Section 8.03.	Covenant
  Defeasance.


     Upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuers and the Subsidiary Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from their obligations under the covenants contained in Sections 3.09, 4.04,
4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and
5.01(a)(iv) hereof and any covenant added to this Indenture subsequent to the
Issue Date pursuant to Section 9.01 hereof with respect to the outstanding Notes
on and after the date the conditions set forth below are satisfied (hereinafter,
“Covenant Defeasance”), and the Notes shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Issuers may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(g) hereof shall not
constitute Events of Default.

	  Section 8.04.	Conditions to Legal Defeasance or Covenant
      Defeasance.


     The
following shall be the conditions to the application of either Section 8.02 or
8.03 hereof to the outstanding Notes:

     In order to
exercise either Legal Defeasance or Covenant Defeasance:

			 	     (a)     the
      Issuers must irrevocably deposit with the Trustee, in trust, for the
      benefit of the Holders, cash in United States dollars, U.S. Government
      Obligations, or a combination thereof, in such amounts as shall be
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants, to pay the principal of, premium, if any, and
      interest, (including Additional Interest, if any) on the outstanding Notes
      at the Stated Maturity thereof or on the applicable redemption date, as
      the case may be, and the Issuers must specify whether the Notes are being
      defeased to Stated Maturity or to a particular redemption
  date;


			 	 
			 	     (b)     in
      the case of an election under Section 8.02 hereof, the Issuers shall have
      delivered to the Trustee an Opinion of Counsel reasonably acceptable to
      the Trustee confirming 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 federal income
      tax law, in either case to the effect that, and based thereon such Opinion
      of Counsel shall confirm that, the Holders of the outstanding Notes will
      not recognize income, gain or loss for federal income tax purposes as a
      result of such Legal Defeasance and will be subject to federal income tax
      on the same amounts, in the same manner and at the same times as would
      have been the case if such Legal Defeasance had not
  occurred;


			 	 
			 	     (c)     in
      the case of an election under Section 8.03 hereof, the Issuers shall have
      delivered to the Trustee an Opinion of Counsel reasonably acceptable to
      the Trustee confirming that the Holders of the outstanding Notes will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such Covenant Defeasance and will be subject to federal income tax on
      the same amounts, in the same manner and at the same times as would have
      been the case if such Covenant Defeasance had not
  occurred;


			 	 
			 	     (d)     no
      Default or Event of Default shall have occurred and be continuing either
      (i) on the date of such deposit (other than a Default or Event of Default
      resulting from the incurrence of Indebtedness all or a portion of the
      proceeds of which shall be applied to such deposit) or (ii) insofar as
      Sections 6.01(h) and 6.01(i) hereof are concerned, at any time in the
      period ending on the 91st day after the date of
  deposit;


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


			 	 
			 	     (f)     the
      Issuers shall have delivered to the Trustee an Opinion of Counsel to the
      effect that after the 91st day following the deposit, the trust funds will
      not be subject to the effect of any applicable bankruptcy, insolvency,
      reorganization or similar laws affecting creditors’ rights
      generally;


			 	 
			 	     (g)     the
      Issuers shall have delivered to the Trustee an Officers’ Certificate
      stating that the deposit was not made by the Issuers with the intent of
      preferring the Holders over any other creditors of the Issuers or the
      Subsidiary Guarantors or with the intent of defeating, hindering, delaying
      or defrauding other creditors of the Issuers;
and


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


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


     Subject to
Section 11.03 hereof, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant
to Section 8.04 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including either Issuer acting as a Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest (including
Additional Interest, if any), but such money need not be segregated from other
funds except to the extent required by law.

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

     Anything in
this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuers from time to time upon the request of the Issuers any money or
non-callable U.S. Government Obligations held by it as provided in Section 8.04
hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.

	  Section 8.06.	[Intentionally
  omitted].


	 	 
	  Section 8.07.	Reinstatement.


     If the
Trustee or Paying Agent is unable to apply any United States dollars or U.S.
Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the
case may be, 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, then the Issuers’ and the Subsidiary
Guarantors’ Obligations under this Indenture, the Notes and the Guarantees, as
applicable, shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Issuers or the Subsidiary Guarantors make any payment
of principal of, premium, if any, or interest (including any Additional
Interest, if any) on any Note following the reinstatement of its Obligations,
the Issuers and the Subsidiary Guarantors shall be subrogated to the rights of
the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

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	ARTICLE
      9     

AMENDMENT, SUPPLEMENT AND
      WAIVER


	  Section 9.01.	Without Consent of Holders of
      Notes.


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

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


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


			 	 
			 	     (c)     to
      provide for the assumption of an Issuer’s or a Subsidiary Guarantor’s
      obligations to the Holders of the Notes in the case of a merger or
      consolidation or sale of all or substantially all of such Issuer’s assets
      pursuant to Article 5 hereof;


			 	 
			 	     (d)     to
      add or release Subsidiary Guarantors pursuant to the terms of this
      Indenture;


			 	 
			 	     (e)     to
      make any change that would provide any additional rights or benefits to
      the Holders of the Notes or surrender any right or power conferred upon
      the Issuers or the Subsidiary Guarantors by this Indenture that does not
      adversely affect the rights hereunder of any Holder of the Notes,
      provided that any change to conform this Indenture to the Offering
      Memorandum shall not be deemed to adversely affect such
  rights;


			 	 
			 	     (f)      to
      provide for the issuance of additional Notes in accordance with the
      limitations set forth in this Indenture;


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


			 	 
			 	     (h)     to
      evidence or provide for the acceptance of appointment under this Indenture
      of a successor Trustee;


			 	 
			 	     (i)      to
      add any additional Events of Default; 


			 	 
			 	     (j)      to
      secure the Notes and/or the Guarantees; or


			 	 
			 	     (k)     to
      comply with the rules of any applicable
Depositary.


     Upon the
request of the Issuers accompanied by a resolution of the Board of Directors of
the General Partner (in the case of the Company), and of the Board of Directors
of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co
and the Subsidiary Guarantors), authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof stating that such amended or supplemental
indenture complies with this Section 9.01, the Trustee shall join with the
Issuers and each of the Subsidiary Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this Indenture
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into such
amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

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	  Section 9.02.	With Consent of Holders of
    Notes.


     Except as
provided below in this Section 9.02, the Issuers, the Subsidiary Guarantors and
the Trustee may amend or supplement this Indenture (including Sections 3.09,
4.06 and 4.07 hereof), the Guarantees, and the Notes with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of Default or compliance
with any provision of this Indenture, the Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including consents obtained in connection with a tender offer
or exchange offer for the Notes).

     Upon the
request of the Issuers accompanied by a resolution of the Board of Directors of
the General Partner (in the case of the Company) and of the Board of Directors
of Finance Co and each of the Subsidiary Guarantors (in the case of Finance Co
and each of the Subsidiary Guarantors) authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of
evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section
7.02(b) hereof stating that any such amended or supplemental indenture complies
with this Section 9.02, the Trustee shall join with the Issuers and each of the
Subsidiary Guarantors in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture.

     It shall not
be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment, supplement or waiver, but
it shall be sufficient if such consent approves the substance
thereof.

     After an
amendment, supplement or waiver under this Section becomes effective, the
Issuers shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Issuers to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate
principal amount of the Notes then outstanding may waive compliance in a
particular instance by the Issuers with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment,
supplement or waiver may not (with respect to any Notes held by a non-consenting
Holder):

			 	     (a)     reduce
      the principal amount of Notes whose Holders must consent to an amendment,
      supplement or waiver;


			 	 
			 	     (b)     reduce
      the principal of or change the fixed maturity of any Note or alter or
      waive any of the provisions with respect to the redemption or repurchase
      of the Notes, except as provided above with respect to Sections 3.09, 4.06
      and 4.07 hereof;


			 	 
			 	     (c)     reduce
      the rate of or change the time for payment of interest, including default
      interest, on any Note;


			 	 
			 	     (d)     waive
      a Default or Event of Default in the payment of principal of or premium,
      if any, or interest (including Additional Interest, if any) on the Notes
      (except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount of the then outstanding
      Notes and a waiver of the payment default that resulted from such
      acceleration);


			 	 
			 	     (e)     make
      any Note payable in money other than that stated in the
  Notes;


			 	 
			 	     (f)     make
      any change in the provisions of this Indenture relating to waivers of past
      Defaults or the rights of Holders of Notes to receive payments of
      principal of or premium, if any, or interest on the Notes (other than as
      permitted by clause (g) below);


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			 	     (g)     waive
      a redemption or repurchase payment with respect to any Note (other than a
      payment required by the covenants contained in Sections 3.09, 4.06 and
      4.07 hereof);


			 	 
			 	     (h)     except
      as otherwise permitted by this Indenture, release any Subsidiary Guarantor
      from any of its Obligations under its Guarantee or this Indenture, or
      change any Guarantee in any manner that would adversely affect the right
      of Holders; 


			 	 
			 	     (i)     make
      any change in Section 6.04 or 6.07 hereof or in the foregoing amendment,
      supplement and waiver provisions (except to increase any percentage set
      forth therein); or


			 	 
			 	     (j)     modify
      or change any provision of this Indenture or the related definitions
      affecting the ranking of the Notes or any Guarantee in a manner that
      adversely affects the Holders of the Notes.


	 	 
	  Section
      9.03.	Compliance with Trust Indenture
      Act.


     Every
amendment or supplement to this Indenture, the Guarantees, or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

	  Section 9.04.	Revocation and Effect of
      Consents.


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

     The Issuers
may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver. If a record date is fixed, then notwithstanding the last sentence of the
immediately preceding paragraph, those Persons who were Holders at the close of
business on such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment, supplement or waiver or
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No consent shall be valid or effective for more
than 90 days after such record date except to the extent that the requisite
number of consents to the amendment, supplement or waiver have been obtained
within such 90-day period or as set forth in the next paragraph of this
Section 9.04.

     After an
amendment, supplement or waiver becomes effective, it shall bind every Holder,
unless it makes a change described in any of clauses (a) through (j) of Section
9.02, in which case, the amendment, supplement or waiver shall bind only each
Holder of a Note who has consented to it and every subsequent Holder of a Note
or portion of a Note that evidences the same indebtedness as the consenting
Holder’s Note.

	  Section 9.05.	Notation or Exchange of
  Notes.


     The Trustee
may place an appropriate notation about an amendment, supplement or waiver on
any Note thereafter authenticated. The Issuers in exchange for all Notes may
issue and the Trustee shall authenticate new Notes (accompanied by a notation of
the Guarantees duly endorsed by the Subsidiary Guarantors) that reflect the
amendment, supplement or waiver. Failure to make the appropriate notation or
issue a new Note shall not affect the validity and effect of such amendment,
supplement or waiver.

	  Section 9.06.	Trustee to Sign Amendments,
    Etc.


     The Trustee
shall sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights,
duties, liabilities or immunities of the Trustee. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01) shall be fully protected in relying upon, an Officers’
Certificate of the Company and an Opinion of Counsel stating that the execution
of such amended or supplemental indenture is authorized or permitted by this
Indenture.

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	  Section 9.07.	Effect of Supplemental
      Indentures.


     Upon the
execution of any supplemental indenture under this Article 9, this Indenture
shall be modified in accordance therewith, and such supplemental indenture shall
form a part of this Indenture for all purposes; and every Holder of Notes
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby. After a supplemental indenture becomes effective, the Issuers shall
mail to Holders a notice briefly describing such amendment. The failure to give
such notice to all Holders, or any defect therein, shall not impair or affect
the validity of an amendment under this Section 9.07.

	ARTICLE
      10

GUARANTEES


	  Section 10.01.	Guarantees.


     Subject to
the provisions of 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 other Obligations of the Issuers hereunder or thereunder, that:
(a) the principal of, premium and interest (including Additional Interest, if
any) on the Notes shall be promptly paid in full when due, whether at the
maturity or interest payment or mandatory redemption date, by acceleration,
redemption or otherwise, and interest on the overdue principal of, premium and
interest (including Additional Interest, if any) on the Notes, if any, to the
extent lawful, and all other Obligations of the Issuers to the Holders or the
Trustee under this Indenture and the Notes shall be promptly paid in full or
performed, all in accordance with the terms of this Indenture and the Notes; and
(b) in case of any extension of time of payment or renewal of any Notes or any
of such other Obligations, that same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at Stated Maturity, by acceleration or
otherwise. Failing payment when so due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
be jointly and severally obligated to pay the same immediately. The Subsidiary
Guarantors hereby agree that to the fullest extent permitted by applicable law,
their obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions of this Indenture and the Notes, the
recovery of any judgment against the Issuers, any action to enforce the same or
any other circumstance (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.
To the fullest extent permitted by applicable law, each Subsidiary Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the Issuers, any right to
require a proceeding first against the Issuers, protest, notice and all demands
whatsoever and covenants that its Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

     If any
Holder or the Trustee is required by any court or otherwise to return to the
Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other
similar official acting in relation to either the Issuers or Subsidiary
Guarantors, any amount paid by any of them to the Trustee or such Holder, these
Guarantees, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Subsidiary Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
Obligations guaranteed hereby until payment in full of all Obligations
guaranteed hereby.

     Each
Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the
maturity of the Obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes of these Guarantees, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Obligations as provided in Article 6 hereof, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Subsidiary Guarantors for the purpose of these Guarantees. The
Subsidiary Guarantors shall have the right to seek contribution from any
non-paying Subsidiary Guarantor so long as the exercise of such right does not
impair the rights of the Holders under these Guarantees.

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	  Section 10.02.	Limitation of Guarantor’s
      Liability.


     Each
Subsidiary Guarantor and, by its acceptance hereof, each Holder hereby confirms
that it is its intention that the Guarantee by such Subsidiary Guarantor not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to the Guarantees.
To effectuate the foregoing intention, each such Person hereby irrevocably
agrees that the Obligation of such Subsidiary Guarantor under its Guarantee
under this Article 10 shall be limited to the maximum amount as shall, after
giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Subsidiary Guarantor that are relevant under such laws, and
after giving effect to any rights to contribution of such Subsidiary Guarantor
pursuant to any agreement providing for an equitable contribution among such
Subsidiary Guarantor and other Affiliates of the Issuers of payments made by
guarantees by such parties, result in the Obligations of such Subsidiary
Guarantor in respect of such maximum amount not constituting a fraudulent
conveyance. Each Holder, by accepting the benefits hereof, confirms its
intention that, in the event of bankruptcy, reorganization or other similar
proceeding of either of the Issuers or any Subsidiary Guarantor in which
concurrent claims are made upon such Subsidiary Guarantor hereunder, to the
extent such claims shall not be fully satisfied, each such claimant with a valid
claim against such Issuer shall be entitled to a ratable share of all payments
by such Subsidiary Guarantor in respect of such concurrent claims.

	  Section 10.03.	Execution and Delivery of Notations of
      Guarantees.


     To evidence
the Guarantees set forth in Section 10.01 hereof, each Subsidiary Guarantor
hereby agrees that a notation of the Guarantees substantially in the form of
Exhibit D shall be endorsed on each Note authenticated and delivered by
the Trustee and that this Indenture shall be executed on behalf of such
Subsidiary Guarantor by one of its Officers.

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

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

	  Section 10.04.	[Intentionally
  omitted].


	 	 
	  Section 10.05.	Releases.


     Concurrently
with any sale of assets (including, if applicable, all of the Equity Interests
of any Subsidiary Guarantor), any Liens in favor of the Trustee in the assets
sold thereby shall be released; provided that in the event of an Asset
Sale, the Net Proceeds from such sale or other disposition are treated in
accordance with the provisions of Section 4.07 hereof. The Guarantee and all
other obligations under this Indenture of a Subsidiary Guarantor will be
released: (i) in connection with any sale or other disposition of all or
substantially all of the 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 Issuer or a Restricted Subsidiary, if the
Company applies the Net Proceeds of that sale or other disposition in accordance
with Section 4.07 hereof; or (ii) in connection with any sale or other
disposition of all of the Equity Interests of a Subsidiary Guarantor to a Person
that is not (either before or after giving effect to such transaction) the
Issuer or a Restricted Subsidiary, if the Company applies the Net Proceeds of
that sale in accordance with Section 4.07 hereof; or (iii) if the
Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as
an Unrestricted Subsidiary; or (iv) upon Legal Defeasance pursuant to
Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant
to Article 11 hereof, provided that it is then no longer an obligor with
respect to any Indebtedness under any Credit Facility. Upon delivery by the
Company to the Trustee of an Officers’ Certificate to the effect that such sale
or other disposition was made by the Company in accordance with the provisions
of this Indenture, including without limitation Section 4.07 hereof or such
Guarantee is to be released pursuant to the provisions of the immediately
preceding sentence, the Trustee shall execute any documents reasonably required
in order to evidence the release of any Subsidiary Guarantor from all of its
obligations under its Guarantee and this Indenture. Any Subsidiary Guarantor not
released from its obligations under its Guarantee shall remain liable for the
full amount of principal of and interest on the Notes and for the other
obligations of any Subsidiary Guarantor under this Indenture as provided in this
Article 10.

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	  Section 10.06.	“Trustee” to Include Paying
      Agent.


     In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Issuers and be then acting hereunder, the term “Trustee” as used in
this Article 10 shall in such case (unless the context shall otherwise require)
be construed as extending to and including such Paying Agent within its meaning
as fully and for all intents and purposes as if such Paying Agent were named in
this Article 10 in place of the Trustee.

	ARTICLE
      11     

SATISFACTION AND
      DISCHARGE


	  Section 11.01.	Satisfaction and
  Discharge.


     This
Indenture shall upon the request of the Issuers cease to be of further effect
(except as to surviving rights of registration of transfer or exchange of Notes
herein expressly provided for, the Issuers’ obligations under Section 7.07
hereof, the Issuers’ rights of optional redemption under Article 3 hereof, and
the Trustee’s and the Paying Agent’s obligations under Section 11.02 and 11.03
hereof) and the Trustee, at the expense of the Issuers, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture
when:

			 	     (a)     either


			 	 	 
			 	 	     (i)     all
      Notes theretofore authenticated and delivered (other than (A) Notes which
      have been destroyed, lost or stolen and which have been replaced or paid
      as provided in Section 2.07 and (B) Notes for whose payment money has been
      deposited in trust with the Trustee or any Paying Agent and thereafter
      paid to the Issuers or discharged from such trust) have been delivered to
      the Trustee for cancellation; or


			 	 	 
			 	 	     (ii)     all
      such Notes not theretofore delivered to the Trustee for
    cancellation


			 	 	 	 
			 	 	 	     (A)     have
      become due and payable; or


			 	 	 	 
			 	 	 	     (B)     shall
      become due and payable at their Stated Maturity within one year by reason
      of the mailing of a notice of redemption or otherwise,
  or


			 	 	 	 
			 	 	 	     (C)     are
      to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption by the
      Trustee in the name, and at the expense, of the Issuers,

and the
      Issuers or any Subsidiary Guarantor, in the case of clause (A), (B) or (C)
      above, has irrevocably deposited or caused to be deposited with the
      Trustee as trust funds in trust for the benefit of the Holders, cash in
      U.S. dollars, U.S. Government Obligations or a combination of cash in U.S.
      dollars and U.S. Government Obligations, 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 fixed maturity or
redemption;


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			 	     (b)     no
      Default or Event of Default shall have occurred and be continuing on the
      date of such deposit or will occur as a result of such deposit and 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 of its Subsidiaries is a party or
      by which the Company or any of its Subsidiaries is bound;
  and


			 	 
			 	     (c)     the
      Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums
      then due and payable hereunder by the Issuers;


			 	 
			 	     (d)     the
      Issuers have delivered irrevocable instructions to the Trustee to apply
      the deposited money toward the payment of the Notes at fixed maturity or
      the redemption date, as the case may be; and


			 	 
			 	     (e)     the
      Issuers have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein
      provided for relating to the satisfaction and discharge of this Indenture
      have been satisfied.


     Notwithstanding the satisfaction and
discharge of this Indenture, the Issuers’ obligations in Sections 2.03, 2.04,
2.06, 2.07, 2.11, 7.07, 7.08, 11.02, 11.03 and 11.04, and the Trustee’s and
Paying Agent’s obligations in Section 11.03 shall survive until the Notes are no
longer outstanding. Thereafter, only the Issuers’ obligations in Sections 7.07
and 11.03 shall survive.

     In order to
have money available on a payment date to pay principal (and premium, if any,
on) or interest on the Notes, the U.S. Government Obligations shall be payable
as to principal (and premium, if any) or interest at least one Business Day
before such payment date in such amounts as shall provide the necessary money.
The U.S. Government Obligations shall not be callable at the issuer’s
option.

	  Section 11.02.	Application of
  Trust.


     All money
deposited with the Trustee pursuant to Section 11.01 shall be held in trust and,
at the written direction of the Issuers, be invested prior to maturity in U.S.
Government Obligations, and applied by the Trustee in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Persons entitled
thereto, of the principal (and premium, if any) and interest (including
Additional Interest, if any) for the payment of which 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 11.03.	Repayment of the
  Issuers.


     The Trustee
and the Paying Agent shall promptly pay to the Issuers upon written request any
excess money or securities held by them at any time.

     Subject to
applicable escheat laws, the Trustee and the Paying Agent shall notify the
Issuers of, and pay to the Issuers upon written request, any money held by them
for the payment of principal or interest that remains unclaimed for two years
after the date upon which such payment shall have become due; provided
that the Issuers shall have either caused notice of such payment to be mailed to
each Holder of the Notes entitled thereto no less than 30 days prior to such
repayment or within such period shall have published such notice in a financial
newspaper of widespread circulation published in The City of New York,
including, without limitation, The Wall Street Journal (national
edition). After payment to the Issuers, Holders entitled to the money must look
to the Issuers for payment as general creditors unless an applicable abandoned
property law designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease. In the absence of a
written request from the Issuers to return unclaimed funds to the Issuers, the
Trustee shall from time to time deliver all unclaimed funds to or as directed by
applicable escheat authorities, as determined by the Trustee in its sole
discretion, in accordance with the customary practices and procedures of the
Trustee.

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	  Section 11.04.	Reinstatement.


     If the
Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Issuers’ and Subsidiary Guarantors’ Obligations under this Indenture, the Notes
and the Guarantees, as applicable, shall be revived and reinstated as though no
deposit has occurred pursuant to Section 11.01 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government Obligations
in accordance with Section 11.02, provided, however, that if the Issuers
or the Subsidiary Guarantors have made any payment of interest or premium, if
any, on or principal of any Notes because of the reinstatement of their
Obligations, the Issuers or such Subsidiary Guarantors shall be subrogated to
the rights of the Holders of such Notes to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

	ARTICLE
      12

MISCELLANEOUS


	 	 
	  Section 12.01.	Trust Indenture Act
  Controls.


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

	  Section 12.02.	Notices.


     Any notice
or communication by the Issuers or the Trustee to the others is duly given if in
writing (in the English language) and delivered in person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others’
address:

     If to the
Issuers or any Subsidiary Guarantor:

	 	 	Atlas Pipeline Partners,
      L.P.
311 Rouser Road 
Moon Township, Pennsylvania
      15108
Telecopier No.: (412) 262-2820
Attention: Chief Financial
      Officer


     With a copy
to:

	 	 	Ledgewood Law Firm
1521 Locust
      Street, 8th Floor
Philadelphia, Pennsylvania
      19102
Telecopier No.: (215) 735-2513
Attention: J. Baur
      Whittlesey


     If to the
Trustee or Paying Agent:

	 	 	Wachovia Bank, National
      Association
5847 San Felipe, Suite 1050
Houston, Texas
      77057
Attention: Corporate Trust Department
Telecopier No.: (713)
      278-4329


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

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     All notices
and communications (other than those sent to Holders) 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 receipt is acknowledged, if sent by facsimile transmission; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

     Any notice
or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept by the Registrar.
Any notice or communication shall also be so mailed to any Person described in
TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.

     If a notice
or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

     If either of
the Issuers mails a notice or communication to Holders, it shall mail a copy to
the Trustee and each Agent at the same time.

	  Section 12.03.	Communication by Holders of Notes with
      Other Holders of Notes.


     The Trustee
is subject to TIA Section 312(b), and Holders may communicate pursuant thereto
with other Holders with respect to their rights under this Indenture or the
Notes. The Issuers, the Subsidiary Guarantors, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).

	  Section 12.04.	Certificate and Opinion as to Conditions
      Precedent.


     Upon any
request or application by the Issuers or any Subsidiary Guarantor to the Trustee
to take any action under this Indenture, the Issuers or such Subsidiary
Guarantors shall furnish to the Trustee:

			 	     (a)     an
      Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 12.05
      hereof) stating that, in the opinion of the signers, all conditions
      precedent and covenants, if any, provided for in this Indenture relating
      to the proposed action have been satisfied; and


			 	 
			 	     (b)     an
      Opinion of Counsel in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 12.05
      hereof) stating that, in the opinion of such counsel, all such conditions
      precedent and covenants have been satisfied.


     In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

     Any
certificate or opinion of an Officer of the General Partner, an Issuer or any
Subsidiary Guarantor may be based, insofar as it relates to legal matters, upon
a certificate or opinion of, or representations by, counsel, unless such Officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, and may state that it is so based, insofar as it
relates to factual matters, upon a certificate or opinion of, or representations
by, an Officer or Officers of the General Partner, an Issuer or such Subsidiary
Guarantor stating that the information with respect to such factual matters is
in possession of the General Partner, an Issuer or such Subsidiary Guarantor,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate of opinion or representations with respect to such matters
are erroneous.

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     Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

	  Section 12.05.	Statements Required in Certificate or
      Opinion.


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

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


			 	 
			 	     (b)     a
      brief statement as to the nature and scope of the examination or
      investigation upon which the statements or opinions contained in such
      certificate or opinion are based;


			 	 
			 	     (c)     a
      statement that, in the opinion of such person, he or she has made such
      examination or investigation as is necessary to enable him or her to
      express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and


			 	 
			 	     (d)     a
      statement as to whether or not, in the opinion of such person, such
      condition or covenant has been complied with.


	 	 
	  Section
      12.06.	Rules by Trustee and
  Agents.


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

	  Section 12.07.	No Personal Liability of Directors,
      Officers, Employees
and Unitholders and No Recourse Against General
      Partner.


     Neither the
General Partner nor any past, present or future director, officer, partner,
employee, incorporator, manager or unitholder or other owner of Equity Interests
of the Issuers, the General Partner or any Subsidiary Guarantor, as such, shall
have any liability for any Obligations of the Issuers or the Subsidiary
Guarantors under the Notes, this Indenture or the Guarantees or for any claim
based on, in respect of, or by reason of, such Obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the
Notes.

	  Section 12.08.	Governing
Law.


     THE LAWS OF
THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE
NOTES AND THE GUARANTEES.

	  Section 12.09.	No Adverse Interpretation of Other
      Agreements.


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

	  Section 12.10.	Successors.


     All
agreements of the Issuers and the Subsidiary Guarantors in this Indenture, the
Notes and the Guarantees shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.

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	  Section 12.11.	Severability.


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

	  Section 12.12.	Counterpart
  Originals.


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

	  Section 12.13.	Table of Contents, Headings,
    Etc.


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

[Signatures on following
pages]

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     IN WITNESS
WHEREOF, the parties have executed this Indenture as of the date first written
above.

Issuers:

ATLAS PIPELINE PARTNERS, L.P.

By:      ATLAS PIPELINE PARTNERS GP, LLC,
its general partner

	By:	_____________________________________________________
Name:
      
Title: 


ATLAS PIPELINE FINANCE CORP.

	By:	_____________________________________________________
Name:
      
Title: 


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	 	 	 	 	 	 	ATLAS PIPELINE MID-CONTINENT
      LLC


	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:   _________________________________________________


	 	 	 	 	 	 	 	 Name:	 


	 	 	 	 	 	 	 	 Title:	 


	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATLAS ARKANSAS PIPELINE
    LLC


	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:   _________________________________________________


	 	 	 	 	 	 	 	 Name:	 


	 	 	 	 	 	 	 	 Title:	 


	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATLAS PIPELINE NEW YORK,
    LLC


	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:   _________________________________________________


	 	 	 	 	 	 	 	 Name:	 


	 	 	 	 	 	 	 	 Title:	 


	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATLAS PIPELINE OHIO,
  LLC


	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:   _________________________________________________


	 	 	 	 	 	 	 	 Name:	 


	 	 	 	 	 	 	 	 Title:	 


	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATLAS PIPELINE PENNSYLVANIA,
      LLC


	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:   _________________________________________________


	 	 	 	 	 	 	 	 Name:	 


	 	 	 	 	 	 	 	 Title:	 


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	 	 	 	 	 	 	Trustee:


	 	 	 	 	 	 	 
	 	 	 	 	 	 	WACHOVIA Bank,
      National
       ASSOCIATION, as
      Trustee


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	_____________________________________________
Name:
      
Title: 


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SCHEDULE A

Schedule of
Subsidiary Guarantors

ATLAS PIPELINE OPERATING PARTNERSHIP,
LP
ATLAS PIPELINE MID-CONTINENT
LLC
ATLAS PIPELINE MID-CONTINENT GP,
LLC
ATLAS ARKANSAS PIPELINE
LLC
ETC OKLAHOMA PIPELINE LTD.
ATLAS PIPELINE NEW YORK, LLC
ATLAS PIPELINE OHIO, LLC
ATLAS PIPELINE
PENNSYLVANIA, LLC

 






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     EXHIBIT
A

(Face of Note)

[INSERT GLOBAL LEGEND, IF
APPLICABLE]

[INSERT PRIVATE PLACEMENT LEGEND, IF
APPLICABLE] 

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     CUSIP:
____________

8-1/8% Senior Notes due 2015

	No. ________	
      $
________________



ATLAS PIPELINE PARTNERS,
L.P.
and
ATLAS PIPELINE Finance Corp.

promise to pay to _______________________
or registered assigns, the principal sum of ____________________ Dollars of the
United States of America [or such greater or lesser amount as may from time to
time be endorsed on the Schedule of Exchanges of Interests in the Global Note]
on December 15, 2015.

Interest Payment Dates: June 15 and
December 15 of each year

Record Dates: June 1 and December 1 of
each year

     Reference is
hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.

     Unless the
certificate of authorization hereon has been duly executed by the Trustee
referred to on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit of this Indenture or be valid or obligatory for any
purpose.

	ATLAS PIPELINE
      PARTNERS, L.P.	ATLAS PIPELINE FINANCE
    CORP.
	 	 
	By:     Atlas Pipeline Partners GP,
      LLC,
           its
      General Partner	 
	By:
      _________________________________________
Name:
      
Title:	By:
      _________________________________________
Name:
Title:


Certificate of Authentication:

This is one of the Notes referred to in
the within-mentioned Indenture.

WACHOVIA BANK, NATIONAL ASSOCIATION, as
Trustee

	By:	______________________________________


                               Authorized
Signatory

Date of Authentication: ________ ___,
____

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[Back of Note]

8-1/8% Senior Note
due 2015

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

     1.     
Interest. Atlas Pipeline Partners, L.P., a Delaware limited partnership
(the “Company”), and Atlas Pipeline Finance Corp., a Delaware corporation
(“Finance Co” and, together with the Company, the “Issuers”),
promise to pay interest on the principal amount of this Note at 8-1/8% per annum
and shall pay any Additional Interest payable pursuant to Section 2 of the
Registration Rights Agreement referred to below. The Issuers will pay interest
(including Additional Interest, if any) semi-annually on June 15 and December 15
of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from December 20, 2005; provided that if there is
no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be June 15, 2006. The Issuers shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the rate
then in effect; the Issuers shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
(including Additional Interest, if any), without regard to any applicable grace
periods, from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

     2.      Method
of Payment. The Issuers will pay interest (including Additional Interest, if
any) on the Notes (except defaulted interest) to the Persons who are registered
Holders of Notes at the close of business on the June 1 or December 1 next
preceding the applicable Interest Payment Date, even if such Notes are cancelled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and interest (including
Additional Interest, if any) at the office or agency of the Paying Agent
maintained for such purpose within the City and State of New York, or, at the
option of the Issuers, payment of interest (including Additional Interest, if
any) may be made by check mailed to the Holders at their addresses set forth in
the register of Holders, and provided that payment by wire transfer of
immediately available funds will be required with respect to principal of,
interest (including Additional Interest, if any) and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Issuers or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

     3.      Paying
Agent and Registrar. Initially, Wachovia Bank, National Association, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers
may change any Paying Agent or Registrar without prior notice to any Holder. The
Issuers or any of their Subsidiaries may act in any such capacity.

     4.     
Indenture. The Issuers issued the Notes under an Indenture dated as of
December 20, 2005 (“Indenture”) among the Issuers, the Subsidiary
Guarantors and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling to the extent permitted by law.
The Notes are unsecured general obligations of the Issuers.

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     5.     
Optional Redemption. Subject to the additional terms and conditions set
forth in the Indenture:

	 	     (a)      On
      and after December 15, 2010, the Issuers shall have the option to redeem
      the Notes, in whole or, from time to time, a part of the Notes upon not
      less than 30 nor more than 60 days’ prior notice mailed to the registered
      address of each Holder of Notes to be so redeemed, at the redemption
      prices (expressed as percentages of principal amount) set forth below,
      plus accrued and unpaid interest (including Additional Interest, if any),
      if any, to the applicable redemption date (subject to the rights of
      Holders of record on the relevant record date to receive interest due on
      an Interest Payment Date), if redeemed during the twelve-month period
      beginning on December 15 of the years indicated
below:


	 	 	 
	YEAR	
      PERCENTAGE
	 
	2010	104.0625	%
	2011	102.7083	%
	2012	101.3542	%
	2013 and thereafter	100.0000	%


	 	 
	 	     (b)      On
      or before December 15, 2010, the Issuers may redeem all or, from time to
      time, a part of the Notes upon not less than 30 nor more than 60 days’
      prior notice, at a redemption price equal to:


	 	 	 
	 	 	     (i)     
      100% of the aggregate principal amount of the Notes to be redeemed, plus
      accrued and unpaid interest, if any, to the applicable redemption date
      (subject to the right of Holders of record on the relevant record date to
      receive interest due on an Interest Payment Date),
  plus


	 	 	 
	 	 	     (ii)     
      the Make Whole Amount.


	 	 
	 	     (c)      On
      or before December 15, 2008, the Issuers may on any one or more occasions
      redeem in the aggregate up to 35% of the aggregate principal amount of
      Notes issued under the Indenture with the net cash proceeds of one or more
      Equity Offerings at a redemption price equal to 108.125% of the principal
      amount of the Notes to be redeemed, plus accrued and unpaid interest, if
      any, to the redemption date (subject to the right of Holders of record on
      a record date to receive interest due on the relevant Interest Payment
      Date); provided that


	 	 	 
	 	 	     (i)     
       at least 65% of the aggregate principal amount of Notes issued under
      the Indenture remains outstanding after each such redemption;
  and


	 	 	 
	 	 	     (ii)     
      any redemption occurs within 90 days after the closing of such Equity
      Offering (without regard to any over-allotment
  option).


     6.     
Mandatory Redemption. Except as set forth in paragraph 7 below, the
Issuers shall not be required to make mandatory redemption payments with respect
to the Notes.

     7.     
Repurchase at Option of Holder. Subject to the additional terms and
conditions set forth in the Indenture:

	 	     (a)      If
      there is a Change of Control, each Holder of Notes will have the right to
      require the Issuers to repurchase all or any part (equal to $1,000 or an
      integral multiple thereof) of such Holder’s Notes (the “Change of Control
      Offer”) at a purchase price equal to 101% of the aggregate principal
      amount of the Notes repurchased plus accrued and unpaid interest
      (including Additional Interest, if any) thereon, if any, to the date of
      purchase. Within 30 days following any Change of Control, the Issuers
      shall mail a notice to each Holder setting forth the procedures governing
      the Change of Control Offer as required by the Indenture and information
      regarding such other matters as is required under Section 4.06 of the
      Indenture. The Holder of this Note may elect to have this Note or a
      portion hereof in an authorized denomination purchased by completing the
      form entitled “Option of Holder to Elect Purchase” appearing below and
      tendering this Note pursuant to the Change of Control
  Offer.


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	 	     (b)      If
      the Issuers or any Restricted Subsidiary of the Company consummates an
      Asset Sale, in certain circumstances specified in Section 4.07 of the
      Indenture the Issuers shall commence a pro rata offer to all Holders of
      Notes and all holders of other Indebtedness that is pari passu in right of
      payment with the Notes containing provisions similar to those set forth in
      the Indenture with respect to offers to purchase or redeem with the
      proceeds of sales of assets (an “Asset Sale Offer”) pursuant to
      Section 3.09 of the Indenture to purchase the maximum principal amount of
      Notes and such other pari passu Indebtedness that may be purchased out of
      the Excess Proceeds at an offer price in cash in an amount equal to 100%
      of the principal amount thereof plus accrued and unpaid interest
      (including Additional Interest, if any, in the case of the Notes) thereon,
      if any, to the date of purchase in accordance with the procedures set
      forth in the Indenture. If the aggregate principal amount of Notes
      surrendered by Holders thereof exceeds the amount of Excess Proceeds
      allocated for repurchase of Notes, the Trustee shall select the Notes to
      be purchased on a pro rata basis. Holders of Notes that are the subject of
      an Asset Sale Offer will receive an offer to purchase from the Issuers
      prior to any related purchase date and may elect to have such Notes
      purchased by completing the form entitled “Option of Holder to Elect
      Purchase” on the reverse of the Notes.


     8.      Notice
of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest (including Additional Interest, if any) ceases to accrue on Notes or
portions thereof called for redemption unless the Issuers defaults in making
such redemption payment.

     9.     
Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuers may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the portion of any Note being redeemed in part that is not being redeemed. Also,
the Issuers need not exchange or register the transfer of any Notes for a period
of 15 days before the mailing of a notice of redemption or during the period
between a record date and the corresponding Interest Payment Date.

     10.     
Persons Deemed Owners. The registered Holder of a Note may be treated as
its owner for all purposes.

     11.     
Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture, the Guarantees or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes, and any existing default or compliance with any
provision of the Indenture, the Guarantees or the Notes may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes. Without the consent of any Holder of a Note, the Indenture,
the Guarantees or the Notes may be amended or supplemented to cure any
ambiguity, defect or inconsistency, to provide for uncertificated Notes in
addition to or in place of certificated Notes, to provide for the assumption of
an Issuer’s or a Subsidiary Guarantor’s obligations to Holders of the Notes in
case of a merger or consolidation or sale of all or substantially all of such
Issuer’s assets, to add or release Subsidiary Guarantors pursuant to the terms
of the Indenture, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or surrender any right or power conferred
upon the Issuers or the Subsidiary Guarantors by the Indenture that does not
adversely affect the rights under the Indenture of any such Holder, to provide
for the issuance of additional Notes in accordance with the limitations set
forth in the Indenture, to comply with the requirements of the SEC in order to
effect or maintain the qualification of the Indenture under the Trust Indenture
Act, to evidence or provide for the acceptance of appointment under the
Indenture of a successor Trustee, to add additional Events of Default or to
secure the Notes and/or the Guarantees.

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     12.     
Defaults and Remedies. Events of Default include in summary form: (i)
default for 30 days in the payment when due of interest on, including Additional
Interest, if any, with respect to, the Notes; (ii) default in payment when due
of the principal of or premium, if any, on the Notes; (iii) failure by the
Company or any of its Restricted Subsidiaries to comply (for 30 days in the case
of a failure to comply that is capable of cure) with Sections 4.06, 4.07 or 5.01
of the Indenture; (iv) failure by the Company to comply with any of its other
agreements in the Indenture for 60 days after notice to the Issuers by the
Trustee or to the Issuers and Trustee by Holders of at least 25% in aggregate
principal amount of the Notes then outstanding; (v) 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 an Issuer or any
Restricted Subsidiary of the Company (or the payment of which is guaranteed by
an Issuer or any Restricted Subsidiary of the Company), whether such
Indebtedness or guarantee now exists, or is created after the date of the
Indenture, if that default: (a) is caused by a failure to pay principal of or
premium, if any, or interest on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default (a
“Payment Default”) or (b) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $10.0 million or more; (vi) the
failure by an Issuer or any Restricted Subsidiary of the Company to pay final
judgments by courts of competent jurisdiction aggregating in excess of $10.0
million, which judgments are not paid, discharged or stayed for a period of 60
days; (vii) except as permitted by the Indenture, any Guarantee of a Subsidiary
Guarantor shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary
Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (ix)
certain events of bankruptcy or insolvency with respect to an Issuer, the
General Partner or any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary. If any Event of Default occurs
and is continuing, the Trustee may or at the request of the Holders of at least
25% in aggregate principal amount of the then outstanding Notes shall declare
all the Notes to be due and payable. Notwithstanding the foregoing, in the case
of an Event of Default arising from certain events of bankruptcy or insolvency,
with respect to an Issuer or the General Partner, all outstanding Notes will
become due and payable without further action or notice. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it determines that
withholding notice is in their interest.

     The Holders
of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture
except a continuing Default or Event of Default in the payment of interest
(including Additional Interest, if any) on, or the principal or premium, if any,
of the Notes. The Issuers and the Subsidiary Guarantors are required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Issuers are required upon becoming aware of any Default or Event of Default,
to deliver to the Trustee a statement specifying such Default or Event of
Default.

     13.     
Trustee Dealings with Company. The Trustee, in its commercial banking or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

     14.      No
Personal Liability of Directors, Officers, Employees and Unitholders and No
Recourse Against General Partner. Neither the General Partner nor any past,
present or future director, officer, partner, employee, incorporator, manager or
unitholder or other owner of Equity Interests of the Issuers, the General
Partner or any Subsidiary Guarantor, as such, shall have any liability for any
Obligations of the Issuers or the Subsidiary Guarantors under the Notes, the
Indenture or the Guarantees or for any claim based on, in respect of, or by
reason of, such Obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

     15.     
Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     16.
      Abbreviations. Customary abbreviations may
be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

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     17.     
Additional Rights and Obligations of Holders of Restricted Global Notes and
Restricted Certificated Notes. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Certificated Notes shall have all the rights and obligations set forth in the
Registration Rights Agreement dated as of December 20, 2005, among the Issuers,
the Subsidiary Guarantors and the parties named on the signature pages thereof
(the “Registration Rights Agreement”).

     18.      CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers have caused CUSIP
numbers to be printed on the Notes and the Trustee may use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon. The Issuers will furnish to any Holder
upon written request and without charge a copy of the Indenture and/or the
Registration Rights Agreement.

     Requests may
be made to:

	 	 	Atlas Pipeline Partners,
      L.P.
311 Rouser Road 
Moon Township, Pennsylvania
      15108
Attention: Chief Financial Officer


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[FORM OF ASSIGNMENT]

     To assign
this Note, fill in the form below: (I) or (we) assign and transfer this Note
to:

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

     ______________________________________________________________________________
                                                 (Print or type name, address and zip code of
assignee)

and irrevocably
appoint___________________________________________________________
to
transfer this Note on the books of the Issuers. The agent may substitute another
to act for him.

	Date: 	Your Signature:
      	_________________________________
	 	 	(Sign exactly as name appears on
      the
other side of this Note)


Signature Guarantee*

___________________

	*	NOTICE: The Signature must be
      guaranteed by an Institution which is a member of one of the following
      recognized signature Guarantee Programs:

(i) The Securities
      Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
      Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
      (SEMP); or (iv) in such other guarantee program acceptable to the
      Trustee.


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OPTION OF HOLDER TO ELECT
PURCHASE

     If you want
to elect to have this Note purchased by the Issuers pursuant to Sections 3.09
and 4.07 or Section 4.06 of the Indenture, check the box below:

	 	
       [ ] Sections 3.09 and
      4.07                                          
               [ ] Section
      4.06



     If you want
to elect to have only part of the Note purchased by the Issuers pursuant to
Sections 3.09 and 4.07 or Section 4.06 of the Indenture, state the amount you
elect to have purchased (must be an integral multiple of $1,000):

$___________________

	Date: 	Your Signature:
      	___________________________
	Date: 	Your Signature: 	___________________________
	 	 	(Sign exactly as name appears on
      the
other side of this Note)


Signature Guarantee*

________________

	*	NOTICE: The Signature must be
      guaranteed by an Institution which is a member of one of the following
      recognized signature Guarantee Programs:

(i) The Securities
      Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
      Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
      (SEMP); or (iv) in such other guarantee program acceptable to the
      Trustee.


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SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE*

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

	Date of
      Exchange	Signature
      of
authorized signatory
of Trustee or
    Note
Custodian	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
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


__________________

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


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EXHIBIT B

FORM OF CERTIFICATE OF
TRANSFER

Wachovia Bank, National
Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention:
Corporate Trust Department

	 	Re:	8-1/8% Senior Notes due
      2015 of Atlas Pipeline Partners, L.P.
and Atlas Pipeline Finance
      Corp.


     Reference is
hereby made to the Indenture, dated as of December 20, 2005 (the
“Indenture”), among Atlas Pipeline Partners, L.P. (the “Company”)
and Atlas Pipeline Finance Corp. (together with the Company, the
“Issuers”), the Persons acting as guarantors and named therein (the
“Subsidiary Guarantors”) and Wachovia Bank, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

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

[CHECK ALL THAT APPLY]

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

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

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

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

     (b) [ ] such
Transfer is being effected to the Company, Finance Co or a Subsidiary of the
Company; or

     (c) [ ] such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
certifies that the Transfer complies with the transfer restrictions applicable
to beneficial interests in a Restricted Global Note or Restricted Certificated
Notes and the requirements of the exemption claimed, which certification is
supported by (1) a certificate executed by the Transferee in the form Exhibit
E to the Indenture and (2) an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Note and/or the Certificated
Notes and in the Indenture and the Securities Act.

     4. [ ] Check
if Transferee will take delivery of a beneficial interest in an Unrestricted
Global Note or of an Unrestricted Certificated Note.

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

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

     (c) [ ]
Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Note will not be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes or Restricted
Certificated Notes and in the Indenture.

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     (d) [ ]
Check if Transfer is Pursuant to an Effective Registration Statement. The
transfer is being effected pursuant to an effective registration statement under
the Securities Act and in compliance with the prospectus delivery requirements
of the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Certificated Notes and in the Indenture.

     This
certificate and the statements contained herein are made for your benefit and
for the benefit of the Issuers, the Subsidiary Guarantors, and Wachovia Capital
Markets, LLC, Banc of America Securities LLC and Lehman Brothers Inc. as the
Initial Purchasers (collectively, the “Initial Purchasers”) of such Notes
being transferred. We acknowledge that you, the Issuers, the Subsidiary
Guarantors and the Initial Purchasers will rely upon our confirmations,
acknowledgments and agreements set forth herein, and we agree to notify you
promptly in writing if any of our representations or warranties herein ceases to
be accurate and complete.

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[Insert Name of Transferor]

By:
_______________________________________

Name: 

Title: 

Dated: ________ ___, ____

	 	cc: Issuers
Initial
      Purchasers


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ANNEX A TO CERTIFICATE OF
TRANSFER

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

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

     (a) [ ] a
beneficial interest in the:

	 	     (i) [
      ] 144A Global Note (CUSIP ______), or


	 	 
	 	     (ii)
      [ ] Regulation S Global Note (CUSIP ______), or


	 	 
	 	     (iii)
      [ ] IAI Global Note (CUSIP ______); or


     (b) [ ] a
Restricted Certificated Note.

2.      After the Transfer the Transferee
will hold:

[CHECK ONE]

     (a) [ ] a
beneficial interest in the:

	 	     (i) [
      ] 144A Global Note (CUSIP ______), or


	 	 
	 	     (ii)
      [ ] Regulation S Global Note (CUSIP ______), or


	 	 
	 	     (iii)
      [ ] IAI Global Note (CUSIP ______), or


	 	 
	 	     (iv)
      [ ] Unrestricted Global Note (CUSIP ______); or


     (b) [ ] a
Restricted Certificated Note; or

     (c) [ ] an
Unrestricted Certificated Note, in accordance with the terms of the
Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF
EXCHANGE

Wachovia Bank, National
Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention:
Corporate Trust Department

	 	Re:	8-1/8% Senior Notes due 2015 of
      Atlas Pipeline Partners, L.P.
and Atlas Pipeline Finance
      Corp.


(CUSIP _____________)

     Reference is
hereby made to the Indenture, dated as of December 20, 2005 (the
“Indenture”), among Atlas Pipeline Partners, L.P. (the “Company”)
and Atlas Pipeline Finance Corp. (together with the Company, the
“Issuers”), the Persons acting as guarantors and named therein (the
“Subsidiary Guarantors”) and Wachovia Bank, National Association, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

     _____________________________ (the
“Owner”) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $_________________________
in such Note[s] or interests (the “Exchange”). In connection with the
Exchange, the Owner hereby certifies that:

     1.      Exchange
of Restricted Certificated Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Certificated Notes or Beneficial Interests in an
Unrestricted Global Note

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

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

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     This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuers, the Subsidiary Guarantors, and Wachovia Capital
Markets, LLC, Banc of America Securities LLC and Lehman Brothers Inc., as the
Initial Purchasers (collectively, the “Initial Purchasers”) of such Notes
being transferred. We acknowledge that you, the Issuers, the Subsidiary
Guarantors and the Initial Purchasers will rely upon our confirmations,
acknowledgments and agreements set forth herein, and we agree to notify you
promptly in writing if any of our representations or warranties herein ceases to
be accurate and complete.

[Insert Name of Owner]

By:
________________________________________

Name: 

Title: 

Dated: ________ ___, ____

	cc:	Issuers
Initial
    Purchasers


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EXHIBIT D

FORM OF GUARANTEE NOTATION

     Subject to
the limitations set forth in the Indenture (the “Indenture”) referred to
in the Note upon which this notation is endorsed, each of the entities listed on
Schedule A thereto (hereinafter referred to as the “Subsidiary
Guarantors,” which term includes any successor or additional Subsidiary
Guarantor under the Indenture) (i) has unconditionally guaranteed: (a) the due
and punctual payment of the principal of, premium and interest (including
Additional Interest, if any) on the Notes, whether at maturity or interest
payment date, by acceleration, call for redemption or otherwise, (b) the due and
punctual payment of interest on the overdue principal of, premium and interest
(including Additional Interest, if any) if lawful, on the Notes, (c) the due and
punctual payment or performance of all other Obligations of the Issuers to the
Holders or the Trustee, all in accordance with the terms set forth in the
Indenture, and (d) in case of any extension of time of payment or renewal of any
Notes or any of such other Obligations, the prompt payment in full thereof when
due or performance thereof in accordance with the terms of the extension or
renewal, whether at Stated Maturity, by acceleration or otherwise and (ii) has
agreed to pay any and all costs and expenses (including reasonable attorneys’
fees) incurred by the Trustee or any Holder in enforcing any rights under this
Guarantee.

     This
Guarantee Notation is subject to the limitations set forth in the Indenture,
including Article 10 thereof.

     No member,
manager, stockholder, partner, officer, employee, director or incorporator, as
such, past, present or future, of the Subsidiary Guarantors shall have any
personal liability under this Guarantee by reason of his or its status as such
member, manager, partner, stockholder, officer, employee, director or
incorporator.

     The
Guarantee shall be binding upon each Subsidiary Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.

     Each
Guarantee shall not be valid or obligatory for any purpose until the certificate
of authentication on the Note upon which this notation of Guarantee is noted
shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

     The
Subsidiary Guarantors may be released from their Guarantees upon the terms and
subject to the conditions provided in the Indenture.

	 	 	 	 	 	Subsidiary
Guarantors:


	 	 	 	 	 	 	 
	 	 	 	 	 	[	          ]


	 	 	 	 	 	 	 	 
	 	 	 	 	 	By:	 	_________________________________________________________
Name:
Title:


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EXHIBIT E

FORM OF CERTIFICATE FROM
ACQUIRING
INSTITUTIONAL ACCREDITED INVESTOR

Atlas Pipeline Partners, L.P.
Atlas
Pipeline Finance Corp.
311 Rouser Road 
Moon Township, Pennsylvania
15108

Wachovia Bank, National
Association
5847 San Felipe, Suite 1050
Houston, Texas 77057
Attention:
Corporate Trust Department

	 	Re:	8-1/8% Senior Notes due 2015 issued
      by Atlas Pipeline Partners, L.P.
and Atlas Pipeline Finance
      Corp.


     Reference is
hereby made to the Indenture, dated as of December 20, 2005 (the
“Indenture”), among Atlas Pipeline Partners, L.P. (the “Company”)
and Atlas Pipeline Finance Corp. (“Finance Co”), as issuers (the
“Issuers”), the Subsidiaries named therein, as Subsidiary Guarantors, and
Wachovia Bank, National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

     In
connection with our proposed purchase of $_______________ aggregate principal
amount of:

	 	     (a) [
      ] a beneficial interest in a Global Note, or


	 	 
	 	     (b) [
      ] a Certificated Note,


	 	 
	 	     we
      confirm that:


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

     2.      We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, and that the Notes and any interest therein may not be
offered or sold except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell the Notes or any interest therein, we will do so
only (A) to the Company, Finance Co, or any subsidiary of the Company, (B) in
the United States to a person who the seller reasonably believes is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act) in a
transaction meeting the requirements of Rule 144A, (C) outside the United States
in an offshore transaction in accordance with Rule 904 under the Securities Act,
(D) pursuant to an exemption from registration under the Securities Act provided
by Rule 144 thereunder (if available), (E) to an institutional “accredited
investor” within the meaning of Rule 501(A)(1), (2), (3) or (7) under the
Securities Act that is an institutional accredited investor acquiring the
security for its own account or for the account of such institutional accredited
investor, in each case in a minimum principal amount of the securities of
$250,000, for investment purposes and not with a view to or for offer or sale in
connection with any distribution in violation of the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, in
each of cases (A) through (E) in accordance with any applicable securities laws
of any state of the United States, and we further agree to provide to any person
purchasing a Certificated Note or beneficial interest in a Global Note from us
in a transaction meeting the requirements of clauses (B) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

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     3.
      We understand that, on any proposed resale of the
Notes or beneficial interest therein, we will be required to furnish to you such
certifications, legal opinions and other information as you may reasonably
requires to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

     4.      We are an
institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for
which we are acting are each able to bear the economic risk of our or its
investment. We are acquiring the Notes for investment purposes and not with a
view to, or for offer or sale in connection with, any distribution in violation
of the Securities Act.

     5.      We are
acquiring the Notes or beneficial interest therein purchased by us for our own
account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
discretion.

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

	 	 	 	 	 	 	______________________________________
[Insert Name of
      Institutional Accredited Investor]


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	______________________________________________
Name:
Title:


Dated: ________ ___, ____

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ANNEX I

ATLAS PIPELINE PARTNERS, L.P.

ATLAS PIPELINE FINANCE CORP.

and

the Subsidiary Guarantors named
herein

_______________________________________

8-1/8% SENIOR NOTES DUE 2015

______________________________________________

________________________

FORM OF SUPPLEMENTAL
INDENTURE

DATED AS OF ____________ __,
____

__________________________

WACHOVIA BANK, NATIONAL
ASSOCIATION,

Trustee

__________________________

 






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     This
SUPPLEMENTAL INDENTURE, dated as of ___________ __, ____ is among Atlas Pipeline
Partners, L.P., a Delaware limited partnership (the “Company”), Atlas
Pipeline Finance Corp., a Delaware corporation (“Finance Co” and,
together with the Company, the “Issuers”), each of the parties identified
under the caption “Subsidiary Guarantors” on the signature page hereto
(the “Subsidiary Guarantors”) and Wachovia Bank, National Association, a
national banking association, as Trustee.

RECITALS

     WHEREAS, the
Issuers, the initial Subsidiary Guarantors and the Trustee entered into an
Indenture, dated as of December 20, 2005 (the “Indenture”), pursuant to
which the Issuers have issued $250,000,000 in principal amount of 8-1/8% Senior
Notes due 2015 (the “Notes”);

     WHEREAS,
Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary
Guarantors and the Trustee may amend or supplement the Indenture in order to add
Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent of
the Holders of the Notes; and

     WHEREAS, all
acts and things prescribed by the Indenture, by law and by the Certificate of
Incorporation and the Bylaws (or comparable constituent documents) of the
Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make this
Supplemental Indenture a valid instrument legally binding on the Issuers, the
Subsidiary Guarantors and the Trustee, in accordance with its terms, have been
duly done and performed;

     NOW,
THEREFORE, to comply with the provisions of the Indenture and in consideration
of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Notes as follows:

ARTICLE 1

     Section
1.01.This Supplemental Indenture is supplemental to the Indenture and does and
shall be deemed to form a part of, and shall be construed in connection with and
as part of, the Indenture for any and all purposes.

     Section
1.02.This Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Issuers, the Subsidiary Guarantors and the
Trustee.

ARTICLE 2

     From this
date, in accordance with Section 4.13 and by executing this Supplemental
Indenture, the Guarantors whose signatures appear below are subject to the
provisions of the Indenture to the extent provided for in Article 10
thereunder.

ARTICLE 3

     Section
3.01.Except as specifically modified herein, the Indenture and the Notes are in
all respects ratified and confirmed (mutatis mutandis) and shall remain
in full force and effect in accordance with their terms with all capitalized
terms used herein without definition having the same respective meanings
ascribed to them as in the Indenture.

     Section
3.02.Except as otherwise expressly provided herein, no duties, responsibilities
or liabilities are assumed, or shall be construed to be assumed, by the Trustee
by reason of this Supplemental Indenture. This Supplemental Indenture is
executed and accepted by the Trustee subject to all the terms and conditions set
forth in the Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.

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     Section
3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Section
3.04.The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of such executed copies together
shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]

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

	 	 	 	 	 	 	 	ATLAS PIPELINE PARTNERS,
    L.P.


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BY:	ATLAS PIPELINE PARTNERS GP,
      L.L.C.,
ITS GENERAL PARTNER


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	____________________________________________________________
Name:
      
Title:


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	ATLAS PIPELINE FINANCE
    CORP.


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	____________________________________________________________
Name:
      
Title:


	 	 	 	 	 	 	 	SUBSIDIARY
  GUARANTORS:


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[_________________________________________ ]


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	____________________________________________________________
Name:
      
Title:


	 	 	 	 	 	 	 
	 	 	 	 	 	 	WACHOVIA BANK, NATIONAL
      ASSOCIATION,
as Trustee


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	____________________________________________________________
Name:
      
Title:


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