<PAGE>


                                                                     Exhibit 4.7

                                                                  EXECUTION COPY

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                          CHESAPEAKE ENERGY CORPORATION

                                   as Issuer,

                           THE SUBSIDIARY GUARANTORS,

                                 as Guarantors,

                                       AND

                              THE BANK OF NEW YORK,
                                   as Trustee

                                   ----------

                                    INDENTURE

                            DATED AS OF MARCH 5, 2003

                                   ----------

                           7.50% SENIOR NOTES DUE 2013

                                   ----------

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                                                                               2

                              CROSS-REFERENCE TABLE

                                                                    INDENTURE
TIA SECTION                                                         SECTION

 310  (a) (1) ...................................................   7.10
      (a) (2) ...................................................   7.10
      (a) (3) ...................................................   N.A.
      (a) (4) ...................................................   N.A.
      (a) (5) ...................................................   7.08
      (b) .......................................................   7.08; 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) .......................................................   4.02; 4.03;
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)
      (b) .......................................................   7.05; 12.02
      (c) .......................................................   7.01 (a)
      (d) .......................................................   7.01 (c)
      (e) .......................................................   6.11
 316  (a) (last sentence) .......................................   2.09
      (a) (1) (A) ...............................................   6.05
      (a) (1) (B) ...............................................   6.02; 6.04;
9.02
      (a) (2) ...................................................   N.A.
      (b) .......................................................   6.07
      (c) .......................................................   N.A.
 317  (a) (1) ...................................................   6.08
      (a) (2) ...................................................   6.09
      (b) .......................................................   2.04

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                                                                               3

 318  (a) .......................................................   12.01
 318  (c) .......................................................   12.01

----------
N.A. means Not Applicable

NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of
this Indenture.

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                                                                               4

                                TABLE OF CONTENTS

ARTICLE ONE
   SECTION 1.01.    Definitions ..........................................     6
   SECTION 1.02.    Other Definitions ....................................    32
   SECTION 1.03.    Incorporation by Reference of Trust Indenture Act ....    32
   SECTION 1.04.    Rules of Construction ................................    33
ARTICLE TWO
   SECTION 2.01.    Form and Dating ......................................    33
   SECTION 2.02.    Execution and Authentication .........................    34
   SECTION 2.03.    Registrar and Paying Agent ...........................    35
   SECTION 2.04.    Paying Agent To Hold Money in Trust ..................    35
   SECTION 2.05.    Holder Lists .........................................    36
   SECTION 2.06.    Transfer and Exchange ................................    36
   SECTION 2.07.    Replacement Securities ...............................    36
   SECTION 2.08.    Outstanding Securities ...............................    36
   SECTION 2.09.    Temporary Securities .................................    37
   SECTION 2.10.    Cancellation .........................................    37
   SECTION 2.11.    Defaulted Interest ...................................    37
   SECTION 2.12.    CUSIP Numbers ........................................    38
   SECTION 2.13.    Issuance of Additional Securities ....................    38
ARTICLE THREE
   SECTION 3.01.    Notice to Trustee ....................................    39
   SECTION 3.02.    Selection of Securities to Be Redeemed ...............    39
   SECTION 3.03.    Notice of Redemption .................................    39
   SECTION 3.04.    Effect of Notice of Redemption .......................    41
   SECTION 3.05.    Deposit of Redemption Price ..........................    41
   SECTION 3.06.    Securities Redeemed in Part ..........................    41
   SECTION 3.07.    Optional Redemption ..................................    41
   SECTION 3.08.    Equity Offering Redemption ...........................    42
   SECTION 3.09.    Optional Redemption at Make-Whole Price ..............    42
ARTICLE FOUR
   SECTION 4.01.    Payment of Securities ................................    43
   SECTION 4.02.    SEC Reports ..........................................    43
   SECTION 4.03.    Compliance Certificates ..............................    43
   SECTION 4.04.    Maintenance of Office or Agency ......................    45
   SECTION 4.05.    Corporate Existence ..................................    45
   SECTION 4.06.    Waiver of Stay, Extension or Usury Laws ..............    46
   SECTION 4.07.    Payment of Taxes and Other Claims ....................    46
   SECTION 4.08.    Maintenance of Properties and Insurance ..............    46
   SECTION 4.09.    Limitation on Incurrence of Additional Indebtedness ..    47
   SECTION 4.10.    Limitation on Restricted Payments ....................    48
   SECTION 4.11.    Limitation on Sale of Assets .........................    50

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                                                                               5

   SECTION 4.12.    Limitation on Liens Securing Indebtedness ............    53
   SECTION 4.13.    Limitation on Sale/Leaseback Transactions ............    53
   SECTION 4.14.    Limitation on Payment Restrictions Affecting
                       Subsidiaries ......................................    54
   SECTION 4.15.    Limitation on Transactions with Affiliates ...........    55
   SECTION 4.16.    Change of Control ....................................    55
ARTICLE FIVE
   SECTION 5.01.    When Company May Merge, etc. .........................    57
   SECTION 5.02.    Successor Corporation Substituted ....................    58
ARTICLE SIX
   SECTION 6.01.    Events of Default ....................................    58
   SECTION 6.02.    Acceleration .........................................    61
   SECTION 6.03.    Other Remedies .......................................    62
   SECTION 6.04.    Waiver of Past Defaults ..............................    62
   SECTION 6.05.    Control by Majority ..................................    62
   SECTION 6.06.    Limitation on Remedies ...............................    62
   SECTION 6.07.    Rights of Holders to Receive Payment .................    63
   SECTION 6.08.    Collection Suit by Trustee ...........................    63
   SECTION 6.09.    Trustee May File Proofs of Claim .....................    64
   SECTION 6.10.    Priorities ...........................................    64
   SECTION 6.11.    Undertaking for Costs ................................    64
ARTICLE SEVEN
   SECTION 7.01.    Duties of Trustee ....................................    65
   SECTION 7.02.    Rights of Trustee ....................................    66
   SECTION 7.03.    Individual Rights of Trustee .........................    67
   SECTION 7.04.    Trustee's Disclaimer .................................    67
   SECTION 7.05.    Notice of Defaults ...................................    67
   SECTION 7.06.    Reports by Trustee to Holders ........................    67
   SECTION 7.07.    Compensation and Indemnity ...........................    67
   SECTION 7.08.    Replacement of Trustee ...............................    69
   SECTION 7.09.    Successor Trustee by Merger, etc. ....................    70
   SECTION 7.10.    Eligibility; Disqualification ........................    70
   SECTION 7.11.    Preferential Collection of Claims Against Company ....    70
ARTICLE EIGHT
   SECTION 8.01.    Option to Effect Legal Defeasance or Covenant
                       Defeasance ........................................    70
   SECTION 8.02.    Legal Defeasance and Discharge .......................    71
   SECTION 8.03.    Covenant Defeasance ..................................    71
   SECTION 8.04.    Conditions to Legal or Covenant Defeasance ...........    72
   SECTION 8.05.    Deposited Money and U.S. Government Securities to be
                       Held in Trust; Other Miscellaneous Provisions .....    74
   SECTION 8.06.    Repayment to Company .................................    74
   SECTION 8.07.    Reinstatement ........................................    75

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                                                                               6

ARTICLE NINE
   SECTION 9.01.    Without Consent of Holders ...........................    75
   SECTION 9.02.    With Consent of Holders ..............................    76
   SECTION 9.03.    Compliance with Trust Indenture Act ..................    78
   SECTION 9.04.    Revocation and Effect of Consents ....................    78
   SECTION 9.05.    Notation on or Exchange of Senior Notes ..............    79
   SECTION 9.06.    Trustee Protected ....................................    79
ARTICLE TEN
   SECTION 10.01.   Unconditional Guarantee ..............................    80
   SECTION 10.02.   Subsidiary Guarantors May Consolidate, etc., on
                       Certain Terms .....................................    81
   SECTION 10.03.   Addition of Subsidiary Guarantors ....................    82
   SECTION 10.04.   Release of a Subsidiary Guarantor ....................    82
   SECTION 10.05.   Limitation of Subsidiary Guarantor's Liability .......    83
   SECTION 10.06.   Contribution .........................................    83
   SECTION 10.07.   [Intentionally Omitted.] .............................    84
   SECTION 10.08.   Severability .........................................    84
ARTICLE ELEVEN
   SECTION 11.01.   Trust Indenture Act Controls .........................    84
   SECTION 11.02.   Notices ..............................................    84
   SECTION 11.03.   Communication by Holders with Other Holders ..........    85
   SECTION 11.04.   Certificate and Opinion as to Conditions Precedent ...    85
   SECTION 11.05.   Statements Required in Certificate or Opinion ........    85
   SECTION 11.06.   Rules by Trustee and Agents ..........................    86
   SECTION 11.07.   Legal Holidays .......................................    86
   SECTION 11.08.   Governing Law ........................................    86
   SECTION 11.09.   No Adverse Interpretation of Other Agreements ........    86
   SECTION 11.10.   No Recourse Against Others ...........................    86
   SECTION 11.11.   Successors ...........................................    87
   SECTION 11.12.   Duplicate Originals ..................................    87
   SECTION 11.13.   Severability .........................................    87

SIGNATURES ...............................................................    58

RULE 144A/REGULATION S APPENDIX ..........................................   A-1

EXHIBIT 1 TO THE RULE 144A/REGULATION S APPENDIX - FORM OF INITIAL
   SECURITY ..............................................................   B-1

EXHIBIT A-1 - FORM OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY .....   C-1

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                                                                               7

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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part
of this Indenture.

<PAGE>

                                                                               6

          INDENTURE, dated as of March 5, 2003, among CHESAPEAKE ENERGY
CORPORATION, an Oklahoma corporation (the "Company"), the SUBSIDIARY GUARANTORS
listed as signatories hereto and The Bank of New York, a New York corporation,
as Trustee.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the holders of the Company's 7.50% Senior
Notes due 2013:

                                   ARTICLE ONE

                    DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

          "Additional Securities" means, subject to the Company's compliance
with Section 4.09(a), 7.50% Senior Notes due 2013 issued from time to time after
the Issue Date under the terms of this Indenture (other than pursuant to Section
2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Securities or
Private Exchange Securities issued pursuant to an exchange offer for other
Securities outstanding under this Indenture).

          "Adjusted Consolidated EBITDA" means the Consolidated Net Income of
the Company and its Restricted Subsidiaries for the Reference Period, (a)
increased (to the extent deducted in determining Consolidated Net Income) by the
sum, without duplication, of: (i) all income and state franchise taxes of the
Company and its Restricted Subsidiaries paid or accrued according to GAAP for
such period (other than income taxes attributable to extraordinary, unusual or
non-recurring gains or losses); (ii) all interest expense of the Company and its
Restricted Subsidiaries paid or accrued in accordance with GAAP for such period
(including amortization of original issue discount or premium); (iii)
depreciation and depletion of the Company and its Restricted Subsidiaries; (iv)
amortization of the Company and its Restricted Subsidiaries including, without
limitation, amortization of capitalized debt issuance costs; (v) any loss
realized in accordance with GAAP upon the sale or other disposition of any
property, plant or equipment of the Company or its Restricted Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) which is not sold or
otherwise disposed of in the ordinary course of business and any loss realized
in accordance with GAAP upon the sale or other disposition of any Capital Stock
of any Person; (vi) any loss realized in accordance with GAAP from currency
exchange transactions not in the ordinary course of business

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                                                                               7

consistent with past practice; (vii) any loss net of income taxes realized in
accordance with GAAP attributable to extraordinary items; (viii) any charges
associated solely with the prepayment of any Indebtedness; and (ix) any other
non-cash charges to the extent deducted from Consolidated Net Income and (b)
decreased (to the extent included in determining Consolidated Net Income) by the
sum of (i) the amount, of deferred revenues that are amortized during the
Reference Period and are attributable to reserves that are subject to Volumetric
Production Payments and (ii) amounts recorded in accordance with GAAP as
repayments of principal and interest pursuant to Dollar-Denominated Production
Payments.

          "Adjusted Consolidated EBITDA Coverage Ratio" means, for any Reference
Period, the ratio on a pro forma basis of (a) Adjusted Consolidated EBITDA for
the Reference Period to (b) Adjusted Consolidated Interest Expense for such
Reference Period; provided, that, in calculating Adjusted Consolidated EBITDA
and Adjusted Consolidated Interest Expense (i) acquisitions which occurred
during the Reference Period or subsequent to the Reference Period and on or
prior to the date of the transaction giving rise to the need to calculate the
Adjusted Consolidated EBITDA Coverage Ratio (the "Transaction Date") shall be
assumed to have occurred on the first day of the Reference Period, (ii) the
incurrence of any Indebtedness (including the issuance of the Securities) or
issuance of any Disqualified Stock during the Reference Period or subsequent to
the Reference Period and on or prior to the Transaction Date shall be assumed to
have occurred on the first day of such Reference Period, (iii) any Indebtedness
that had been outstanding during the Reference Period that has been repaid on or
prior to the Transaction Date shall be assumed to have been repaid as of the
first day of such Reference Period, (iv) the Adjusted Consolidated Interest
Expense attributable to interest of any Indebtedness or dividends on any
Disqualified Stock bearing a floating interest (or dividend) rate shall be
computed on a pro forma basis as if the rate in effect on the Transaction Date
were the average rate in effect during the entire Reference Period and (v) in
determining the amount of Indebtednes pursuant to Section 4.09 the incurrence of
Indebtedness or issuance of Disqualified Stock giving rise to the need to
calculate the Adjusted consolidated EBITDA Coverage Ratio and, to the extent the
net proceeds from the incurrence or issuance thereof are used to retire
Indebtedness, the application of the proceeds therefrom shall be assumed to have
occurred on the first day of the Reference Period.

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                                                                               8

          "Adjusted Consolidated Interest Expense" means, with respect to the
Company and its Restricted Subsidiaries, for the Reference Period, the aggregate
amount (without duplication) of (a) interest expensed in accordance with GAAP
(including, in accordance with the following sentence, interest attributable to
Capitalized Lease Obligations, but excluding interest attributable to
Dollar-Denominated Production Payments and amortization of deferred debt
expense) during such period in respect of all Indebtedness of the Company and
its Restricted Subsidiaries (including (i) amortization of original issue
discount or premium on any Indebtedness (other than with respect to the Existing
Notes and the Securities), (ii) the interest portion of all deferred payment
obligations, calculated in accordance with GAAP, and (iii) all commissions,
discounts and other fees and charges owed with respect to bankers' acceptance
financings and currency and interest rate swap arrangements, in each case to the
extent attributable to such period), and (b) dividend requirements of the
Company and its Restricted Subsidiaries with respect to any Preferred Stock
dividends (whether in cash or otherwise (except dividends paid solely in shares
of Qualified Stock)) paid (other than to the Company or any of its Restricted
Subsidiaries), declared, accrued or accumulated during such period, divided by
one minus the applicable actual combined federal, state, local and foreign
income tax rate of the Company and its Subsidiaries (expressed as a decimal), on
a consolidated basis, for the four quarters immediately preceding the date of
the transaction giving rise to the need to calculate Consolidated Interest
Expense, in each case to the extent attributable to such period and excluding
items eliminated in consolidation. For purposes of this definition, (a) interest
on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP and (b) interest expense
attributable to any Indebtedness represented by the guarantee by the Company or
a Restricted Subsidiary of the Company of an obligation of another Person shall
be deemed to be the interest expense attributable to the Indebtedness
guaranteed.

          "Adjusted Consolidated Net Tangible Assets" or "ACNTA" means (without
duplication), as of the date of determination, (a) the sum of (i) discounted
future net revenue from proved oil and gas reserves of the Company and its
Restricted Subsidiaries calculated in accordance with SEC guidelines before any
state or federal income taxes, as estimated by independent petroleum engineers
in a reserve report prepared as of the end of the Company's most recently
completed fiscal year, as increased by, as of the date of

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                                                                               9

determination, the discounted future net revenue of (A) estimated proved oil and
gas reserves of the Company and its Restricted Subsidiaries attributable to any
acquisition consummated since the date of such year-end reserve report, and (B)
estimated proved oil and gas reserves of the Company and its Restricted
Subsidiaries attributable to extensions, discoveries and other additions and
upward revisions of estimates of proved oil and gas reserves due to exploration,
development or exploitation, production or other activities conducted or
otherwise occurring since the date of such year-end reserve report, which, in
the case of sub-clauses (A) and (B), would, in accordance with standard industry
practice, result in such increases as calculated in accordance with SEC
guidelines (utilizing the prices utilized in such year-end reserve report), and
decreased by, as of the date of determination, the discounted future net revenue
of (C) estimated proved oil and gas reserves of the Company and its Restricted
Subsidiaries produced or disposed of since the date of such year-end reserve
report and (D) reductions in the estimated oil and gas reserves of the Company
and its Restricted Subsidiaries since the date of such year-end reserve report
attributable to downward revisions of estimates of proved oil and gas reserves
due to exploration, development or exploitation, production or other activities
conducted or otherwise occurring since the date of such year-end reserve report
which, in the case of sub-clauses (C) and (D), would, in accordance with
standard industry practice, result in such decreases as calculated in accordance
with SEC guidelines (utilizing the prices utilized in such year-end reserve
report); provided that, in the case of each of the determinations made pursuant
to clauses (A) through (D), such increases and decreases shall be as estimated
by the Company's engineers, (ii) the capitalized costs that are attributable to
oil and gas properties of the Company and its Restricted Subsidiaries to which
no proved oil and gas reserves are attributable, based on the Company's books
and records as of a date no earlier than the date of the Company's latest annual
or quarterly financial statements, (iii) the Net Working Capital on a date no
earlier than the date of the Company's latest annual or quarterly financial
statements and (iv) the greater of (I) the net book value on a date no earlier
than the date of the Company's latest annual or quarterly financial statements
and (II) the appraised value, as estimated by independent appraisers, of other
tangible assets (including Investments in unconsolidated Subsidiaries) of the
Company and its Restricted Subsidiaries, as of a date no earlier than the date
of the Company's latest audited financial statements, minus (b) the sum of (i)
minority interests, (ii) any gas balancing liabilities of the Company and its
Restricted

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                                                                              10

Subsidiaries reflected as a long-term liability in the Company's latest annual
or quarterly financial statements, (iii) the discounted future net revenue,
calculated in accordance with SEC guidelines (utilizing the prices utilized in
the Company's year-end reserve report), attributable to reserves which are
required to be delivered to third parties to fully satisfy the obligations of
the Company and its Restricted Subsidiaries with respect to Volumetric
Production Payments on the schedules specified with respect thereto, (iv) the
discounted future net revenue, calculated in accordance with SEC guidelines,
attributable to reserves subject to Dollar-Denominated Production Payments
which, based on the estimates of production included in determining the
discounted future net revenue specified in (a) (i) above (utilizing the same
prices utilized in the Company's year-end reserve report), would be necessary to
fully satisfy the payment obligations of the Company and its Restricted
Subsidiaries with respect to Dollar-Denominated Production Payments on the
schedules specified with respect thereto and (v) the discounted future net
revenue, calculated in accordance with SEC guidelines (utilizing the same prices
utilized in the Company's year-end reserve report), attributable to reserves
subject to participation interests, overriding royalty interests or other
interests of third parties, pursuant to participation, partnership, vendor
financing or other agreements then in effect, or which otherwise are required to
be delivered to third parties. If the Company changes its method of accounting
from the full cost method to the successful efforts method or a similar method
of accounting, Adjusted Consolidated Net Tangible Assets will continue to be
calculated as if the Company were still using the full cost method of
accounting.

          "Adjusted Net Assets of a Subsidiary Guarantor" at any date shall mean
the lesser of (i) the amount by which the fair value of the property of such
Subsidiary Guarantor exceeds the total amount of liabilities, including, without
limitation, contingent liabilities (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date), but excluding
liabilities under the Guarantee of such Subsidiary Guarantor at such date and
(ii) the amount by which the present fair saleable value of the assets of such
Subsidiary Guarantor at such date exceeds the amount that will be required to
pay the probable liability of such Subsidiary Guarantor on its debts (after
giving effect to all other fixed and contingent liabilities incurred or assumed
on such date and after giving effect to any collection from any Subsidiary of
such Subsidiary Guarantor in respect of the obligations of such Subsidiary

<PAGE>

                                                                              11

under the Guarantee), excluding debt in respect of the Guarantee, as they become
absolute and matured.

          "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 the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

          "Agent" means any Registrar, Paying Agent or co-registrar.

          "Asset Sale" means any sale, lease, transfer, exchange or other
disposition (or series of related sales, leases, transfers, exchanges or
dispositions) having a fair market value of $1,000,000 or more of shares of
Capital Stock of a Restricted Subsidiary (other than directors' qualifying
shares), or of property or assets (including the creation of Dollar-Denominated
Production Payments and Volumetric Production Payments, other than
Dollar-Denominated Production Payments and Volumetric Production Payments
created or sold in connection with the financing of, and within 30 days after,
the acquisition of the properties subject thereto) or any interests therein
(each referred to for purposes of this definition as a "disposition") by the
Company or any of its Restricted Subsidiaries, including any disposition by
means of a merger, consolidation or similar transaction (other than (a) by the
Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company
or another Restricted Subsidiary, (b) a sale of oil, gas or other hydrocarbons
or other mineral products in the ordinary course of business of the Company's
oil and gas production operations, (c) any abandonment, farm-in, farm-out, lease
and sub-lease of developed and/or undeveloped properties made or entered into in
the ordinary course of business, but excluding (x) any sale of a net profits or
overriding royalty interest, in each case conveyed from or burdening proved
developed or proved undeveloped reserves and (y) any sale of hydrocarbons or
other mineral products as a result of the creation of Dollar-Denominated
Production Payments or Volumetric Production Payments, other than
Dollar-Denominated Production Payments and Volumetric Production Payments
created or sold in connection with the financing of, and within 30 days after,
the acquisition of the properties subject thereto), (d) the disposition of all
or substantially all of the assets of the Company in compliance with Article
Five, (e) Sale/Leaseback

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                                                                              12

Transactions in compliance with Section 4.13, (f) the provision of services and
equipment for the operation and development of the Company's oil and gas wells,
in the ordinary course of the Company's oil and gas service businesses,
notwithstanding that such transactions may be recorded as asset sales in
accordance with full cost accounting guidelines, and (g) the issuance by the
Company of shares of its Capital Stock).

          "Attributable Indebtedness" means, with respect to any particular
lease under which any Person is at the time liable and at any date as of which
the amount thereof is to be determined, the present value of the total net
amount of rent required to be paid by such Person under the lease during the
primary term thereof, without giving effect to any renewals at the option of the
lessee, discounted from the respective due dates thereof to such date at the
rate of interest per annum implicit in the terms of the lease. As used in the
preceding sentence, the "net amount of rent" under any lease for any such period
shall mean the sum of rental and other payments required to be paid with respect
to such period by the lessee thereunder excluding any amounts required to be
paid by such lessee on account of maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges. In the case of any lease which is
terminable by the lessee upon payment of a penalty, such net amount of rent
shall also include the amount of such penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which
it may be so terminated.

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing (i) the product of (x) the
number of years from such date to the date of each successive scheduled
principal payment of such Indebtedness multiplied by (y) the amount of such
principal payment by (ii) the sum of all such principal payments.

          "Board of Directors" means, with respect to any Person, the Board of
Directors of such Person or any committee of the Board of Directors of such
Person duly authorized to act on behalf of the Board of Directors of such
Person.

          "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors or the managing partner(s)
of such Person and to be in full force and effect

<PAGE>

                                                                              13

on the date of such certification, and delivered to the Trustee.

          "Business Day" means any day on which the New York Stock Exchange,
Inc. is open for trading and which is not a Legal Holiday.

          "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated) of corporate
stock or partnership or limited liability company interests and any and all
warrants, options and rights with respect thereto (whether or not currently
exercisable), including each class of common stock and preferred stock of such
Person.

          "Capitalized Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under a lease of property, real or
personal, that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

          "Change of Control" means the occurrence of any of the following: (i)
the sale, lease or transfer, in one or a series of related transactions, of all
or substantially all of the Company's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), other than to Permitted
Holders; (ii) the adoption of a plan relating to the liquidation or dissolution
of the Company; (iii) the acquisition, directly or indirectly, by any Person or
group (as such term is used in Section 13(d)(3) of the Exchange Act), other than
Permitted Holders, of beneficial ownership (as defined in Rule 13d-3 under the
Exchange Act, except that such Person shall be deemed to have beneficial
ownership of all shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after passage of time) of more
than 50% of the aggregate voting power of the Voting Stock of the Company;
provided, however, that the Permitted Holders beneficially own (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the
aggregate a lesser percentage of the total voting power of the Voting Stock of
the Company than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company (for the purposes of this
definition, such other Person shall be deemed to beneficially own any Voting
Stock of a specified corporation held by a parent corporation, if such other
Person is the beneficial owner (as defined above), directly

<PAGE>

                                                                              14

or indirectly, of more than 35% of the voting power of the Voting Stock of such
parent corporation and the Permitted Holders beneficially own (as defined in
this proviso), directly or indirectly, in the aggregate a lesser percentage of
the voting power of the Voting Stock of such parent corporation and do not have
the right or ability by voting power, contract or otherwise to elect or
designate for election a majority of the Board of Directors of such parent
corporation); or (iv) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of 66-2/3% of the directors of the Company then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Company then in
office.

          "Company" means the party named as such above, until a successor
replaces such Person in accordance with the terms of this Indenture, and
thereafter means such successor.

          "Consolidated Net Income" of the Company means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period on a consolidated basis, determined in accordance with GAAP;
provided, however, that there shall not be included in such Consolidated Net
Income: (a) any net income of any Person if such Person is not the Company or a
Restricted Subsidiary, except that (i) subject to the limitations contained in
clause (d) below, the Company's equity in the net income of any such Person for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash or cash equivalents actually distributed by such Person
during such period to the Company or a Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other distribution to
a Restricted Subsidiary, to the limitations contained in clause (c) below) and
(ii) the Company's equity in a net loss of any such Person (other than an
Unrestricted Subsidiary) for such period shall be included in determining such
Consolidated Net Income; (b) any net income (or loss) of any Person acquired by
the Company or a Subsidiary in a pooling of interests transaction for any period
prior to the date of such acquisition; (c) the net income of any Restricted
Subsidiary to the extent that the payment of dividends or the making of
distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, is prohibited; (d) any gain (but not loss) realized

<PAGE>

                                                                              15

upon the sale or other disposition of any property, plant or equipment of the
Company or any Restricted Subsidiary (including pursuant to any Sale/Leaseback
Transaction) which is not sold or otherwise disposed of in the ordinary course
of business and any gain (but not loss) realized upon the sale or other
disposition of any Capital Stock of any Person; (e) any gain (but not loss) from
currency exchange transactions not in the ordinary course of business consistent
with past practice; (f) the cumulative effect of a change in accounting
principles; (g) to the extent deducted in the calculation of net income, the
non-cash charges associated with the repayment of Indebtedness with the proceeds
from the sale of the Securities or any other Senior Indebtedness scheduled to
mature no earlier than the Indebtedness being repaid and the prepayment of any
of the Securities or such other Senior Indebtedness; and (h) any writedowns of
non-current assets; provided, however, that any "ceiling limitation" writedowns
under SEC guidelines shall be treated as capitalized costs, as if such
writedowns had not occurred; (i) any gain (but not loss) attributable to
extraordinary items; and (j) any unrealized non-cash gains or losses or charges
in respect of hedge or non-hedge derivatives (including those resulting from the
application of FAS 133).

          "Consolidated Tangible Net Worth" means, with respect to the Company
and its Restricted Subsidiaries, as at any date of determination, the sum of
Capital Stock (other than Disqualified Stock) and additional paid-in capital
plus retained earnings (or minus accumulated deficit) minus all intangible
assets, including, without limitation, organization costs, patents, trademarks,
copyrights, franchises, research and development costs, and any amount reflected
in treasury stock, of the Company and its Restricted Subsidiaries determined on
a consolidated basis in accordance with GAAP.

          "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Company's existing credit facility) or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.

          "Currency Hedge Obligations" means, at any time as to the Company and
its Restricted Subsidiaries, the

<PAGE>

                                                                              16

obligations of such Person at such time that were incurred in the ordinary
course of business pursuant to any foreign currency exchange agreement, option
or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person's or any of its Subsidiaries' exposure to
fluctuations in foreign currency exchange rates.

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

          "Disinterested Director" means, with respect to an Affiliate
Transaction or series of related Affiliate Transactions, a member of the Board
of Directors of the Company who has no financial interest, and whose employer
has no financial interest, in such Affiliate Transaction or series of related
Affiliate Transactions.

          "Disqualified Stock" means any Capital Stock of the Company or any
Restricted Subsidiary of the Company which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event or with the passage of time, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the Maturity Date or which is exchangeable or convertible into debt
securities of the Company or any Restricted Subsidiary of the Company, except to
the extent that such exchange or conversion rights cannot be exercised prior to
the Maturity Date.

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

          "Equity Offering" means any underwritten public offering of Capital
Stock (other than Disqualified Stock) of the Company pursuant to a registration
statement filed pursuant to the Securities Act or any private placement of
Capital Stock (other than Disqualified Stock) of the Company (other than to any
Person who, prior to such private placement, was an Affiliate of the Company)
which offering or placement is consummated after the Issue Date.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC thereunder.

          "Existing Notes" means the Company's outstanding (i) 7.875% Senior
Notes due 2004, (ii) 8.5% Senior Notes due

<PAGE>

                                                                              17

2012, (iii) 8.125% Senior Notes due 2011, (iv) 8.375% Senior Notes due 2008, (v)
9% Senior Notes due 2012 and (vi) 7.75% Senior Notes due 2015.

          "GAAP" means generally accepted accounting principles as in effect in
the United States of America as of the Issue Date.

          "Guarantee" means, individually and collectively, the guarantees given
by the Subsidiary Guarantors pursuant to Article Ten hereof.

          "Holder" means a Person in whose name a Security is registered on the
Registrar's books.

          "Indebtedness" means, without duplication, with respect to any Person,
(a) all obligations of such Person (i) in respect of borrowed money (whether or
not the recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), (ii) evidenced by bonds, notes, debentures or
similar instruments, (iii) representing the balance deferred and unpaid of the
purchase price of any property or services (other than accounts payable or other
obligations arising in the ordinary course of business), (iv) evidenced by
bankers' acceptances or similar instruments issued or accepted by banks, (v) for
the payment of money relating to a Capitalized Lease Obligation, or (vi)
evidenced by a letter of credit or a reimbursement obligation of such Person
with respect to any letter of credit; (b) all net obligations of such Person
under Interest Rate Hedging Agreements, Oil and Gas Hedging Contracts and
Currency Hedge Obligations, except to the extent such net obligations are taken
into account in the determination of future net revenues from proved oil and gas
reserves for purposes of the calculation of Adjusted Consolidated Net Tangible
Assets; (c) all liabilities of others of the kind described in the preceding
clauses (a) or (b) that such Person has guaranteed or that are otherwise its
legal liability (including, with respect to any Production Payment, any
warranties or guaranties of production or payment by such Person with respect to
such Production Payment but excluding other contractual obligations of such
Person with respect to such Production Payment); (d) Indebtedness (as otherwise
defined in this definition) of another Person secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such Person, the
amount of such obligations being deemed to be the lesser of (1) the full amount
of such obligations so secured, and (2) the fair market value of such asset, as
determined in good faith by the Board of Directors of such Person, which
determination shall be evidenced by a

<PAGE>

                                                                              18

Board Resolution, (e) with respect to such Person, the liquidation preference or
any mandatory redemption payment obligations in respect of Disqualified Stock;
(f) the aggregate preference in respect of amounts payable on the issued and
outstanding shares of Preferred Stock of any of the Company's Restricted
Subsidiaries in the event of any voluntary or involuntary liquidation,
dissolution or winding up (excluding any such preference attributable to such
shares of Preferred Stock that are owned by such Person or any of its Restricted
Subsidiaries; provided, that if such Person is the Company, such exclusion shall
be for such preference attributable to such shares of Preferred Stock that are
owned by the Company or any of its Restricted Subsidiaries); and (g) any and all
deferrals, renewals, extensions, refinancings and refundings (whether direct or
indirect) of, or amendments, modifications or supplements to, any liability of
the kind described in any of the preceding clauses (a), (b), (c), (d), (e), (f)
or this clause (g), whether or not between or among the same parties. Subject to
clause (c) of the preceding sentence, neither Dollar-Denominated Production
Payments nor Volumetric Production Payments shall be deemed to be Indebtedness.

          "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "Initial Purchasers" means, collectively, Salomon Smith Barney Inc.,
Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc.,
Morgan Stanley & Co. Incorporated, BNP Paribas Securities Corp., Credit Lyonnais
Securities (USA) Inc. and TD Securities (USA) Inc.

          "Interest Rate Hedging Agreements" means, with respect to the Company
and its Restricted Subsidiaries, the obligations of such Persons under (i)
interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements and (ii) other agreements or arrangements designed to protect
any such Person or any of its Subsidiaries against fluctuations in interest
rates.

          "Investment" of any Person means (i) all investments by such Person in
any other Person in the form of loans, advances or capital contributions, (ii)
all guarantees of Indebtedness or other obligations of any other Person by such
Person, (iii) all purchases (or other acquisitions for consideration) by such
Person of assets, Indebtedness, Capital Stock or other securities of any other
Person and (iv) all other items that would be classified as investments
(including, without limitation, purchases of assets outside

<PAGE>

                                                                              19

the ordinary course of business) or advances on a balance sheet of such Person
prepared in accordance with GAAP.

          "Issue Date" means March 5, 2003.

          "Lien" means, with respect to any Person, any mortgage, pledge, lien,
encumbrance, easement, restriction, covenant, right-of-way, charge or adverse
claim affecting title or resulting in an encumbrance against real or personal
property of such Person, or a security interest of any kind (including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option, right of first refusal or other similar agreement to sell,
in each case securing obligations of such Person and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statute or statutes) of any jurisdiction).

          "Make-Whole Amount" with respect to a Security means an amount equal
to the excess, if any, of (i) the present value of the remaining interest,
premium and principal payments due on such Security (excluding any portion of
such payments of interest accrued as of the redemption date) as if such Security
were redeemed on September 15, 2008, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (ii) the outstanding principal amount
of such Security. As used herein, "Treasury Rate" is defined as the yield to
maturity (calculated on a semi-annual bond equivalent basis) at the time of the
computation of United States Treasury securities with a constant maturity (as
compiled by 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 date of the redemption notice or, if such Statistical Release is no
longer published, any publicly available source of similar market data) most
nearly equal to the then remaining maturity of the Securities assuming
redemption of the Securities on September 15, 2008; provided, however, that if
the Make-Whole Average Life of such Security is not equal to the constant
maturity of the 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 Make-Whole Average Life of such Securities 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. As used herein,
"Make-Whole Average Life" means the number of years (calculated to the nearest

<PAGE>

                                                                              20

one-twelfth) between the date of redemption and September 15, 2008.

          "Make-Whole Price" means the greater of (i) the sum of (A) the
outstanding principal amount of the Securities to be redeemed plus (B) the
Make-Whole Amount and (ii) the redemption price (expressed as a percentage of
the principal amount) of the Securities on September 15, 2008 set forth in
Section 3.07.

          "Maturity Date" means September 15, 2013.

          "Net Available Proceeds" means, with respect to any Asset Sale or
Sale/ Leaseback Transaction of any Person, cash proceeds received (including any
cash proceeds received by way of deferred payment of principal pursuant to a
note or installment receivable or otherwise, but only as and when received, and
excluding any other consideration until such time as such consideration is
converted into cash) therefrom, in each case net of all legal, title and
recording tax expenses, commissions and other fees and expenses incurred, and
all federal, state or local taxes required to be accrued as a liability as a
consequence of such Asset Sale or Sale/ Leaseback Transaction, and in each case
net of all Indebtedness which is secured by such assets, in accordance with the
terms of any Lien upon or with respect to such assets, or which must, by its
terms or in order to obtain a necessary consent to such Asset Sale or Sale/
Leaseback Transaction or by applicable law, be repaid out of the proceeds from
such Asset Sale or Sale/Leaseback Transaction and which is actually so repaid.

          "Net Cash Proceeds" means, in the case of any sale by the Company of
securities pursuant to clauses (B) or (C) of Section 4.10(a)(iii), the aggregate
net cash proceeds received by the Company, after payment of expenses,
commissions, discounts and any other transaction costs incurred in connection
therewith.

          "Net Working Capital" means (i) all current assets of the Company and
its Restricted Subsidiaries, minus (ii) all current liabilities of the Company
and its Restricted Subsidiaries, except current liabilities included in
Indebtedness.

          "Non-Recourse Indebtedness" means Indebtedness or that portion of
Indebtedness of a Non-Recourse Subsidiary as to which (a) neither the Company
nor any other Subsidiary (other than a Non-Recourse Subsidiary) (i) provides
credit support, including any undertaking, agreement or instrument

<PAGE>

                                                                              21

which would constitute Indebtedness or (ii) is directly or indirectly liable for
such Indebtedness and (b) no default with respect to such Indebtedness
(including any rights which the holders thereof may have to take enforcement
action against a Non-Recourse Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness (other than Non-Recourse
Indebtedness) of the Company or its Subsidiaries (other than a Non-Recourse
Subsidiary) to declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity.

          "Non-Recourse Subsidiary" means a Subsidiary or an Affiliate (i)
established for the purpose of acquiring or investing in property securing
Non-Recourse Indebtedness, (ii) substantially all of the assets of which consist
of property securing Non-Recourse Indebtedness, and (iii) which shall have been
designated as a Non-Recourse Subsidiary by a Board Resolution adopted by the
Board of Directors of the Company, as evidenced by an Officers' Certificate
delivered to the Trustee. The Company may redesignate any Non-Recourse
Subsidiary of the Company to be a Subsidiary other than a Non-Recourse
Subsidiary by a Board Resolution adopted by the Board of Directors of the
Company, as evidenced by an Officers' Certificate delivered to the Trustee, if,
after giving effect to such redesignation, the Company could borrow $1.00 of
additional Indebtedness pursuant to Section 4.09(a) (such redesignation being
deemed an incurrence of additional Indebtedness (other than Non-Recourse
Indebtedness)).

          "Officer" means, with respect to any Person, the Chairman of the
Board, the President, any Vice President, the Chief Financial Officer or the
Treasurer of such Person.

          "Officers' Certificate" means, with respect to any Person, a
certificate signed by two officers or by an officer and either the Secretary, or
an Assistant Secretary or Assistant Treasurer of such Person. One of the
officers signing an Officers' Certificate given pursuant to Section 4.03(a)
shall be the principal executive, financial or accounting officer of the Person
delivering such certificate.

          "Oil and Gas Business" means the business of the exploration for, and
exploitation, development, production, processing (but not refining), marketing,
storage and transportation of, hydrocarbons, and other related energy and
natural resource businesses (including oil and gas services businesses related
to the foregoing).

<PAGE>

                                                                              22

          "Oil and Gas Hedging Contracts" means any oil and gas purchase or
hedging agreements, and other agreement or arrangement, in each case, that is
designed to provide protection against price fluctuations of oil, gas or other
commodities.

          "Oil and Gas Securities" means the Voting Stock of a Person primarily
engaged in the Oil and Gas Business, provided that such Voting Stock shall
constitute a majority of the Voting Stock of such Person in the event that such
Voting Stock is not registered under Section 12 of the Exchange Act.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company (or any Subsidiary Guarantor, if applicable) or the
Trustee.

          "Permitted Business Investments" means (i) Investments in assets used
in the Oil and Gas Business; (ii) the acquisition of Oil and Gas Securities;
(iii) the entry into operating agreements, joint ventures, processing
agreements, farm-out agreements, development agreements, area of mutual interest
agreements, contracts for the sale, transportation or exchange of oil and
natural gas, unitization agreements, pooling arrangements, joint bidding
agreements, service contracts, partnership agreements (whether general or
limited) or other similar or customary agreements, transactions, properties,
interests or arrangements, and Investments and expenditures in connection
therewith or pursuant thereto, in each case made or entered into in the ordinary
course of the oil and Gas Business, excluding, however, Investments in
corporations; (iv) the acquisition of working interests, royalty interests or
mineral leases relating to oil and gas properties; (v) Investments by the
Company or any Restricted Subsidiary in any Person which, immediately prior to
the making of such Investment, is a Restricted Subsidiary; (vi) Investments in
the Company by any Restricted Subsidiary; (vii) Investments permitted under
Section 4.11 or Section 4.13; (viii) Investments in any Person the consideration
for which consists of Qualified Stock and (ix) any other Investments in an
amount not to exceed 10% of Adjusted Consolidated Net Tangible Assets determined
as of the date of the making or incurrence of such Investment.

          "Permitted Company Refinancing Indebtedness" means Indebtedness of the
Company, the net proceeds of which are used to renew, extend, refinance, refund
or repurchase outstanding Indebtedness of the Company, provided that (i) if

<PAGE>

                                                                              23

the Indebtedness (including the Securities) being renewed, extended, refinanced,
refunded or repurchased is pari passu with or subordinated in right of payment
to the Securities, then such Indebtedness is pari passu or subordinated in right
of payment to, as the case may be, the Securities at least to the same extent as
the Indebtedness being renewed, extended, refinanced, refunded or repurchased,
(ii) such Indebtedness is scheduled to mature no earlier than the Indebtedness
being renewed, extended, refinanced, refunded or repurchased, and (iii) such
Indebtedness has an Average Life at the time such Indebtedness is incurred that
is equal to or greater than the Average Life of the Indebtedness being renewed,
extended, refinanced, refunded or repurchased; provided, further, that such
Indebtedness (to the extent that such Indebtedness constitutes Permitted Company
Refinancing Indebtedness) is in an aggregate principal amount (or, if such
Indebtedness is issued at a price less than the principal amount thereof, the
aggregate amount of gross proceeds therefrom is) not in excess of the aggregate
principal amount then outstanding of the Indebtedness being renewed, extended,
refinanced, refunded or repurchased (or if the Indebtedness being renewed,
extended, refinanced, refunded or repurchased was issued at a price less than
the principal amount thereof, then not in excess of the amount of liability in
respect thereof determined in accordance with GAAP).

          "Permitted Financial Investments" means the following kinds of
instruments if, in the case of instruments referred to in clauses (i)-(iv)
below, on the date of purchase or other acquisition of any such instrument by
the Company or any Subsidiary, the remaining term to maturity is not more than
one year; (i) readily marketable obligations issued or unconditionally
guaranteed as to principal of and interest thereon by the United States of
America or by any agency or authority controlled or supervised by and acting as
an instrumentality of the United States of America; (ii) repurchase obligations
for instruments of the type described in clause (i) for which delivery of the
instrument is made against payment; (iii) obligations (including, but not
limited to, demand or time deposits, bankers' acceptances and certificates of
deposit) issued by a depositary institution or trust company incorporated or
doing business under the laws of the United States of America, any state thereof
or the District of Columbia or a branch or subsidiary of any such depositary
institution or trust company operating outside the United States, provided, that
such depositary institution or trust company has, at the time of the Company's
or such Subsidiary's investment therein or contractual commitment providing for
such investment, capital surplus or undivided profits (as of the date of such

<PAGE>

                                                                              24

institution's most recently published financial statements) in excess of
$500,000,000; (iv) commercial paper issued by any corporation, if such
commercial paper has, at the time of the Company's or any Subsidiary's
investment therein or contractual commitment providing for such investment,
credit ratings of A-1 (or higher) by Standard & Poor's Ratings Services and P-1
(or higher) by Moody's Investors Service, Inc.; and (v) money market mutual or
similar funds having assets in excess of $500,000,000.

          "Permitted Holders" means Aubrey K. McClendon and Tom L. Ward and
their respective Affiliates.

          "Permitted Indebtedness" means (i) additional Indebtedness of the
Company and its Restricted Subsidiaries under Credit Facilities in a principal
amount outstanding under this clause (i) at any time not to exceed the greater
of (a) $300 million and (b) $100 million plus 20% of Adjusted Consolidated Net
Tangible Assets; (ii) Indebtedness of the Company and its Restricted
Subsidiaries outstanding on the Issue Date; (iii) other Indebtedness of the
Company and its Restricted Subsidiaries in a principal amount not to exceed $40
million at any one time outstanding; (iv) Non-Recourse Indebtedness; (v)
Indebtedness of the Company to any Restricted Subsidiary of the Company and
Indebtedness of any Restricted Subsidiary of the Company to the Company or
another Restricted Subsidiary of the Company; (vi) Permitted Company Refinancing
Indebtedness; (vii) Permitted Subsidiary Refinancing Indebtedness; (viii)
obligations of the Company and its Restricted Subsidiaries under Currency Hedge
Obligations, Oil and Gas Hedging Contracts or Interest Rate Hedging Agreements;
(ix) Indebtedness under the Securities (excluding any Additional Securities);
(x) Indebtedness of a Subsidiary pursuant to a Guarantee of the Securities in
accordance with Article Ten of this Indenture; and (xi) Indebtedness consisting
of any guarantee by the Company or one of its Restricted Subsidiaries of
Indebtedness of the Company or a Restricted Subsidiary outstanding on the Issue
Date or permitted by this Indenture to be incurred thereafter by the Company or
its Restricted Subsidiary.

          "Permitted Investments" means Permitted Business Investments and
Permitted Financial Investments.

          "Permitted Liens" means (i) Liens existing on the Issue Date; (ii)
Liens securing Indebtedness under Credit Facilities permitted by this Indenture
to be incurred; (iii) Liens now or hereafter securing any Interest Rate Hedging
Agreements so long as the related Indebtedness (a) constitutes the Existing
Notes or the Securities (or any

<PAGE>

                                                                              25

Permitted Company Refinancing Indebtedness in respect thereof) or (b) is, or is
permitted to be under this Indenture, secured by a Lien on the same property
securing such interest rate hedging obligations; (iv) Liens securing Permitted
Company Refinancing Indebtedness or Permitted Subsidiary Refinancing
Indebtedness; provided, that such Liens extend to or cover only the property or
assets currently securing the Indebtedness being refinanced and that the
Indebtedness being refinanced was not incurred under the Credit Facilities; (v)
Liens for taxes, assessments and governmental charges not yet delinquent or
being contested in good faith and for which adequate reserves have been
established to the extent required by GAAP; (vi) mechanics', worker's,
materialmen's, operators' or similar Liens arising in the ordinary course of
business; (vii) Liens in connection with worker's compensation, unemployment
insurance or other social security, old age pension or public liability
obligations; (viii) Liens, deposits or pledges to secure the performance of
bids, tenders, contracts (other than contracts for the payment of money),
leases, public or statutory obligations, surety, stay, appeal, indemnity,
performance or other similar bonds, or other similar obligations arising in the
ordinary course of business; (ix) survey exceptions, encumbrances, easements or
reservations of, or rights of others for, rights of way, zoning or other
restrictions as to the use of real properties, and minor defects in title which,
in the case of any of the foregoing, were not incurred or created to secure the
payment of borrowed money or the deferred purchase price of property or
services, and in the aggregate do not materially adversely affect the value of
such properties or materially impair use for the purposes of which such
properties are held by the Company or any Restricted Subsidiaries; (x) Liens on,
or related to, properties to secure all or part of the costs incurred in the
ordinary course of business of exploration, drilling, development or operation
thereof; (xi) Liens on pipeline or pipeline facilities which arise out of
operation of law; (xii) judgment and attachment Liens not giving rise to an
Event of Default or Liens created by or existing from any litigation or legal
proceeding that are currently being contested in good faith by appropriate
proceedings and for which adequate reserves have been made; (xiii) (a) Liens
upon any property of any Person existing at the time of acquisition thereof by
the Company or a Restricted Subsidiary, (b) Liens upon any property of a Person
existing at the time such Person is merged or consolidated with the Company or
any Restricted Subsidiary or existing at the time of the sale or transfer of any
such property of such Person to the Company or any Restricted Subsidiary, or (c)
Liens upon any property of a Person existing at the time such

<PAGE>

                                                                              26

Person becomes a Restricted Subsidiary; provided, that in each case such Lien
has not been created in contemplation of such sale, merger, consolidation,
transfer or acquisition, and provided, further, that in each such case no such
Lien shall extend to or cover any property of the Company or any Restricted
Subsidiary other than the property being acquired and improvements thereon;
(xiv) Liens on deposits to secure public or statutory obligations or in lieu of
surety or appeal bonds entered into in the ordinary course of business; (xv)
Liens in favor of collecting or payor banks having a right of setoff,
revocation, refund or chargeback with respect to money or instruments of the
Company or any Subsidiary on deposit with or in possession of such bank; (xvi)
purchase money security interests granted in connection with the acquisition of
assets in the ordinary course of business and consistent with past practices,
provided, that (A) such Liens attach only to the property so acquired with the
purchase money indebtedness secured thereby and (B) such Liens secure only
Indebtedness that is not in excess of 100% of the purchase price of such assets;
(xvii) Liens reserved in oil and gas mineral leases for bonus or rental payments
and for compliance with the terms of such leases; (xviii) Liens arising under
partnership agreements, oil and gas leases, farm-out agreements, division
orders, contracts for the sale, purchase, exchange, transportation or processing
(but not refining) of oil, gas or other hydrocarbons, unitization and pooling
declarations and agreements, development agreements, operating agreements, area
of mutual interest agreements, and other similar agreements which are customary
in the oil and Gas Business; (xix) Liens securing obligations of the Company or
any of its Restricted Subsidiaries under Currency Hedge Obligations or Oil and
Gas Hedging Contracts; and (xx) Liens to secure Dollar-Denominated Production
Payments and Volumetric Production Payments.

          "Permitted Subsidiary Refinancing Indebtedness" means Indebtedness of
any Restricted Subsidiary, the net proceeds of which are used to renew, extend,
refinance, refund or repurchase outstanding Indebtedness of such Restricted
Subsidiary, provided that (i) if the Indebtedness (including the Guarantees)
being renewed, extended, refinanced, refunded or repurchased is pari passu with
or subordinated in right of payment to the Guarantees, then such Indebtedness is
pari passu with or subordinated in right of payment to, as the case may be, the
Guarantees at least to the same extent as the Indebtedness being renewed,
extended, refinanced, refunded or repurchased, (ii) such Indebtedness is
scheduled to mature no earlier than the Indebtedness being renewed, extended,
refinanced, refunded or repurchased, and

<PAGE>

                                                                              27

(iii) such Indebtedness has an Average Life at the time such Indebtedness is
incurred that is equal to or greater than the Average Life of the Indebtedness
being renewed, extended, refinanced, refunded or repurchased; provided, further,
that such Indebtedness (to the extent that such Indebtedness constitutes
Permitted Subsidiary Refinancing Indebtedness) is in an aggregate principal
amount (or, if such Indebtedness is issued at a price less than the principal
amount thereof, the aggregate amount of gross proceeds therefrom is) not in
excess of the aggregate principal amount then outstanding of the Indebtedness
being renewed, extended, refinanced, refunded or repurchased (or if the
Indebtedness being renewed, extended, refinanced, refunded or repurchased was
issued at a price less than the principal amount thereof, then not in excess of
the amount of liability in respect thereof determined in accordance with GAAP);
provided, however, that a Restricted Subsidiary shall not incur refinancing
Indebtedness to renew, extend, refinance, refund or repurchase outstanding
Indebtedness of the Company or another Subsidiary.

          "Person" means any individual, corporation, partnership, joint
venture, trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.

          "Preferred Shares" means the 624,037 shares of 7% Cumulative
Convertible Preferred Stock of the Company having a par value of $0.01 per share
and a liquidation preference of $50 per share issued by the Company pursuant to
the Preferred Stock Offering, all of which shares were redeemed as of May 1,
2001.

          "Preferred Stock," as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated), which is
preferred as to the payment of dividends, or upon any voluntary or involuntary
liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation.

          "Preferred Stock Offering" means the private placement of Preferred
Shares that closed on or about April 22, 1998.

          "Production Payments" means, collectively, Dollar-Denominated
Production Payments and Volumetric Production Payments.

          "pro forma" means, with respect to any calculation made or required to
be made pursuant to the terms of this

<PAGE>

                                                                              28

Indenture, a calculation in accordance with Article Eleven of Regulation S-X
under the Securities Act.

          "Proved Developed Properties" means working interests, royalty
interests, and other interests in oil, gas or mineral leases or other interests
in oil, gas or mineral properties to which reserves are attributed which may
properly be categorized as proved developed reserves under Regulation S-X under
the Securities Act; together with all contracts, agreements and contract rights
which cover, affect or otherwise relate to such interests; all hydrocarbons and
all payments of any type in lieu of production; all improvements, fixtures,
equipment, information, data and other property used in connection therewith or
in connection with the treating, handling, storing, processing, transporting or
marketing of such hydrocarbons; all insurance policies relating thereto or to
the operation thereof; all personal property related thereto; and all proceeds
thereof.

          "Qualified Stock" means any Capital Stock that is not Disqualified
Stock.

          "Reference Date" means March 31, 1998.

          "Reference Period" means, with respect to any Person, the period of
four consecutive fiscal quarters ending with the last full fiscal quarter for
which financial information is available immediately preceding any date upon
which any determination is to be made pursuant to the terms of the Securities or
this Indenture.

          "Restricted Payment" means, with respect to any Person, any of the
following: (i) any dividend or other distribution in respect of such Person's
Capital Stock (other than (a) dividends or distributions payable solely in
Capital Stock (other than Disqualified Stock) (b) in the case of Restricted
Subsidiaries of the Company, dividends or distributions payable to the Company
or to a Restricted Subsidiary of the Company and (c) in the case of the Company,
cash dividends payable on the Preferred Shares); (ii) the purchase, redemption
or other acquisition or retirement for value of any Capital Stock, or any
option, warrant, or other right to acquire shares of Capital Stock, of the
Company or any of its Restricted Subsidiaries; (iii) the making of any principal
payment on, or the purchase, defeasance, repurchase, redemption or other
acquisition or retirement for value, prior to any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, of any Indebtedness which is
subordinated in right of payment to the Securities; and

<PAGE>

                                                                              29

(iv) the making by such Person of any Investment other than a Permitted
Investment.

          "Restricted Security" has the meaning provided in Rule 144(a)(3) under
the Securities Act.

          "Restricted Subsidiary" means any Subsidiary of the Company other than
an Unrestricted Subsidiary. The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that,
immediately after giving effect to such designation of any Unrestricted
Subsidiary, the Company could incur at least $1.00 in additional Indebtedness
pursuant to Section 4.09(a). As of the Issue Date, all of the Company's
Subsidiaries other than Carmen Acquisition Corp. and Chesapeake Energy
Marketing, Inc. (which shall constitute Unrestricted Subsidiaries as of the
Issue Date) shall be Restricted Subsidiaries.

          "Sale/Leaseback Transaction" means with respect to the Company or any
of its Restricted Subsidiaries, any arrangement with any Person providing for
the leasing by the Company or any of its Restricted Subsidiaries of any
principal property, acquired or placed into service more than 180 days prior to
such arrangement, whereby such property has been or is to be sold or transferred
by the Company or any of its Restricted Subsidiaries to such Person.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Senior Indebtedness" means any Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter incurred), unless such Indebtedness
is contractually subordinate or junior in right of payment of principal, premium
and interest to the Securities.

          "Senior Indebtedness of a Subsidiary Guarantor" means any Indebtedness
of such Subsidiary Guarantor (whether outstanding on the Issue Date or
thereafter incurred), unless such Indebtedness is contractually subordinate or
junior in right of payment of principal, premium and interest to the Guarantees.

          "Subordinated Indebtedness of a Subsidiary Guarantor" means any
Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date
or thereafter incurred) which is contractually subordinate or

<PAGE>

                                                                              30

junior in right of payment of principal, premium and interest to the Guarantees.

          "Subordinated Indebtedness of the Company" means any Indebtedness of
the Company (whether outstanding on the Issue Date or thereafter incurred) which
is contractually subordinate or junior in right of payment of principal, premium
and interest to the Securities.

          "Subsidiary" means any subsidiary of the Company. A "subsidiary" of
any Person means (i) a corporation a majority of whose Voting Stock is at the
time, directly or indirectly, owned by such Person, by one or more subsidiaries
of such Person or by such Person and one or more subsidiaries of such Person,
(ii) a partnership in which such Person or a subsidiary of such Person is, at
the date of determination, a general or limited partner of such partnership, but
only if such Person or its subsidiary is entitled to receive more than 50
percent of the assets of such partnership upon its dissolution, or (iii) any
other Person (other than a corporation or partnership) in which such Person,
directly or indirectly, at the date of determination thereof, has (x) at least a
majority ownership interest or (y) the power to elect or direct the election of
a majority of the directors or other governing body of such Person.

          "Subsidiary Guarantor" means (i) each of the Subsidiaries that becomes
a guarantor of the Securities in compliance with the provisions of Article Ten
of this Indenture and (ii) each of the Subsidiaries executing a supplemental
indenture in which such Subsidiary agrees to be bound by the terms of this
Indenture.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of this Indenture, except as provided in
Section 9.03.

          "Trust Officer" means any officer or assistant officer within the
corporate trust department of the Trustee assigned by the Trustee to administer
its corporate trust matters.

          "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor.

          "Unrestricted Subsidiary" means (a) Chesapeake Energy Marketing, Inc.
until such time as any such Subsidiary shall be designated as a Restricted
Subsidiary, (b) any Subsidiary of an Unrestricted Subsidiary and (c) any

<PAGE>

                                                                              31

Subsidiary of the Company or of a Restricted Subsidiary that is designated as an
Unrestricted Subsidiary by a resolution adopted by the Board of Directors in
accordance with the requirements of the following sentence. The Company may
designate any Subsidiary of the Company or of a Restricted Subsidiary (including
a newly acquired or newly formed Subsidiary or any Restricted Subsidiary of the
Company), to be an Unrestricted Subsidiary by a resolution of the Board of
Directors of the Company, as evidenced by written notice thereof delivered to
the Trustee, if immediately after giving effect to such designation, (i) the
Company could incur $1.00 of additional Indebtedness pursuant to Section
4.09(a), (ii) the Company could make an additional Restricted Payment of $1.00
pursuant to Section 4.10(a), (iii) such Subsidiary does not own or hold any
Capital Stock of, or any lien on any property of, the Company or any Restricted
Subsidiary and (iv) such Subsidiary is not liable, directly or indirectly, with
respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness.

          "Unrestricted Subsidiary Indebtedness" of any Person means
Indebtedness of such Person (a) as to which neither the Company nor any
Restricted Subsidiary is directly or indirectly liable (by virtue of the
Company's or such Restricted Subsidiary's being the primary obligor, or
guarantor of, or otherwise liable in any respect on, such Indebtedness), (b)
which, with respect to Indebtedness incurred after the Issue Date by the Company
or any Restricted Subsidiary, upon the occurrence of a default with respect
thereto, does not result in, or permit any holder of any Indebtedness of the
Company or any Restricted Subsidiary to declare a default on such Indebtedness
of the Company or any Restricted Subsidiary and (c) which is not secured by any
assets of the Company or of any Restricted Subsidiary.

          "U.S. Government Securities" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) 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 (i) or (ii) are not callable or redeemable at the option of the issuer
thereof.

          "U.S. Legal Tender" means such coin or currency of the United States
as at the time of payment shall be legal tender for the payment of public and
private debts.

<PAGE>

                                                                              32

          "Volumetric Production Payments" mean production payment obligations
recorded as deferred revenue in accordance with GAAP, together with all
undertakings and obligations in connection therewith.

          "Voting Stock" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of contingency) to vote in the election of members of the Board
of Directors or other governing body of such Person.

     SECTION 1.02. Other Definitions.

          Other terms used in this Indenture are defined in the Appendix or in
the Section indicated below:

Term                                                          Defined in Section
----                                                          ------------------
"Affiliate Transaction"....................................           4.15
"Appendix".................................................           2.01
"Bankruptcy Law"...........................................           6.01
"Change of Control Offer"..................................           4.16
"Change of Control Notice".................................           4.16
"Change of Control Payment Date"...........................           4.16
"Covenant Defeasance"......................................           8.03
"Custodian"................................................           6.01
"Event of Default".........................................           6.01
"Excess Proceeds"..........................................           4.11
"Funding Guarantor"........................................          10.06
"incur"....................................................           4.09
"Legal Defeasance".........................................           8.02
"Legal Holiday"............................................          11.07
"Net Proceeds Offer".......................................           4.11
"Net Proceeds Offer Amount"................................           4.11
"Net Proceeds Payment Date"................................           4.11
"Paying Agent".............................................           2.03
"Payment Default"..........................................           6.01
"Payment Restriction"......................................           4.14
"Permitted Consideration"..................................           4.11
"Registrar"................................................           2.03

     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, if
used in this Indenture, have the following meanings:

          "Commission" means the SEC.

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                                                                              33

          "indenture securities" means the Securities and the Guarantees.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

          "obligor" on the indenture securities means the Company, the
Subsidiary Guarantors and any other obligor on the Securities or the Guarantees.

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

     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 words in the plural
     include the singular;

          (5) any gender used in this Indenture shall be deemed to include the
     neuter, masculine or feminine genders;

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

          (7) "herein," "hereof" and other words of similar import refer to this
     Indenture as a whole and not to any particular Article, Section or other
     Subdivision.

                                   ARTICLE TWO

                                 THE SECURITIES

     SECTION 2.01. Form and Dating. Provisions relating to the Initial
Securities, the Private Exchange Securities and

<PAGE>

                                                                              34

the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix
attached hereto (the "Appendix") which is hereby incorporated in and expressly
made part of this Indenture. The Initial Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit 1 to
the Appendix which is hereby incorporated in and expressly made a part of this
Indenture. The Exchange Securities, the Private Exchange Securities and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A, which is hereby incorporated in and expressly made a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is subject, if any,
or usage (provided that any such notation, legend or endorsement is in a form
acceptable to the Company and to the Trustee). Each Security shall be dated the
date of its authentication. The terms of the Securities set forth in the
Appendix and Exhibit A are part of the terms of this Indenture.

     SECTION 2.02. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature.

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

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          On the Issue Date, the Trustee shall authenticate and deliver $300
million of Initial Securities and, at any time and from time to time thereafter,
the Trustee shall authenticate and deliver Securities for original issue in an
aggregate principal amount specified in such order, in each case upon a written
order of the Company signed by two Officers or by an Officer and either an
Assistant Treasurer or an Assistant Secretary of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated and, in the case of an
issuance of Additional Securities pursuant to Section 2.13 after the Issue Date,
shall certify that such issuance is in compliance with Section 4.09.

<PAGE>

                                                                              35

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Unless limited by the terms of
such appointment, an authenticating agent may authenticate Securities 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 with respect to the Company as any Registrar, Paying Agent or agent
for service of notices and demands.

     SECTION 2.03. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent and shall furnish the
Trustee with an executed counterpart of any such agency agreement. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as
such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company or any Wholly Owned Subsidiary incorporated or
organized within The United States of America may act as Paying Agent,
Registrar, co-registrar or transfer agent.

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

     SECTION 2.04. Paying Agent To Hold Money in Trust. Prior to 11:00 a.m., New
York time, each due date of the principal and interest on any Security, the
Company shall deposit with the Paying Agent a sum sufficient to pay such
principal and interest when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying Agent
shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal of or interest on the Securities
and shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the

<PAGE>

                                                                              36

money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

     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 Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee, in writing at least five 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 Holders.

     SECTION 2.06. Transfer and Exchange. The Securities shall be issued in
registered form and shall be transferable only upon the surrender of a Security
for registration of transfer. When a Security is presented to the Registrar or a
co-registrar with a request to register a transfer, the Registrar shall register
the transfer as requested if the requirements of this Indenture and Section
8-401(a) of the Uniform Commercial Code are met. When Securities are presented
to the Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of other denominations, the Registrar shall make
the exchange as requested if the same requirements are met.

     SECTION 2.07. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent, the Registrar and any co-registrar from any loss which any of them
may suffer if a Security is replaced. The Company and the Trustee may charge the
Holder for their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

     SECTION 2.08. Outstanding Securities. Securities outstanding at any time
are all Securities authenticated by

<PAGE>

                                                                              37

the Trustee except for those canceled by it, those delivered to it for
cancelation and those described in this Section as not outstanding. A Security
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Security.

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

          If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

     SECTION 2.09. Temporary Securities. Until definitive Securities are ready
for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities and
deliver them in exchange for temporary Securities.

     SECTION 2.10. Cancellation. The Company at any time may deliver Securities
to the Trustee for cancelation. The Registrar and the Paying Agent shall forward
to the Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel and destroy
(subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancelation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancelation.

     SECTION 2.11. Defaulted Interest. If the Company defaults in a payment of
interest on the Securities, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Company may pay the defaulted interest to the persons who are Holders on a
subsequent special record date.

<PAGE>

                                                                              38

The Company shall fix or cause to be fixed any such special record date and
payment date to the reasonable satisfaction of the Trustee and shall promptly
mail to each Holder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.

     SECTION 2.12. CUSIP Numbers. The Company in issuing the Securities may use
"CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

     SECTION 2.13. Issuance of Additional Securities. The Company shall be
entitled, subject to its compliance with Section 4.09(a), to issue Additional
Securities under this Indenture which shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor shall be treated as a single class for all purposes
under this Indenture.

          With respect to any Additional Securities, the Company shall set forth
in a resolution of the Board of Directors and an Officers' Certificate, a copy
of each which shall be delivered to the Trustee, the following information:

          (1) the aggregate principal amount of such Additional Securities to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Securities; provided, however, that no Additional Securities may
     be issued at a price that would cause such Additional Securities to have
     "original issue discount" within the meaning of Section 1273 of the Code;
     and

          (3) whether such Additional Securities shall be Transfer Restricted
     Securities and issued in the form of Initial Securities as set forth in the
     Appendix to this Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A.

<PAGE>

                                                                              39

     Additional Securities may be issued with the same CUSIP number as the
Securities issued on the Issue Date if, and only if, the Company shall have
provided the Trustee with an opinion of nationally recognized counsel,
reasonably satisfactory to the Trustee, to the effect that such Additional
Securities will be fungible with the Securities issued on the Issue Date for all
United States federal income tax purposes.

                                  ARTICLE THREE

                                   REDEMPTION

     SECTION 3.01. Notice to Trustee. If the Company elects to redeem Securities
pursuant to the optional redemption provisions of Paragraphs 5, 6 or 7 of the
Securities, it shall furnish to the Trustee and the Registrar, at least 45 days
but not more than 60 days before the redemption date (unless the Trustee
consents to a shorter period in writing), an Officers' Certificate setting forth
the redemption date, the principal amount of Securities to be redeemed and the
redemption price, including the detail of the calculation of the Make-Whole
Price, if applicable.

     SECTION 3.02. Selection of Securities to Be Redeemed. If less than all of
the Securities are to be redeemed at any time, the Trustee shall select the
Securities to be redeemed pro rata, by lot or, if the Securities are listed on
any securities exchange, by any other method that the Trustee considers fair and
appropriate and that complies with the requirements of such exchange; provided,
however, that no Securities with a principal amount of $1,000 or less will be
redeemed in part. The Trustee shall make the selection from outstanding
Securities not previously called for redemption not less than 30 nor more than
60 days prior to the redemption date. Securities and portions of them it selects
shall be in amounts of $1,000 or whole multiples of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly of the Securities or portions of Securities selected for redemption.

     SECTION 3.03. Notice of Redemption. (a) At least 30 days but not more than
60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder of Securities to be redeemed at such Holder's
registered address.

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                                                                              40

          The notice shall identify the Securities to be redeemed and shall
state:

               (1) the redemption date;

               (2) the redemption price;

               (3) the aggregate principal amount of Securities being redeemed;

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

               (5) that Securities called for redemption must be surrendered to
          the Paying Agent at the address specified in such notice to collect
          the redemption price;

               (6) that, unless the Company defaults in the payment of the
          redemption price or accrued interest, interest on Securities called
          for redemption ceases to accrue on and after the redemption date and
          the only remaining right of the Holders is to receive payment of the
          redemption prices in respect of the Securities upon surrender to the
          Paying Agent of the Securities;

               (7) if any Security is being redeemed in part, the portion of the
          principal amount of such Security to be redeemed and that, after the
          redemption date, upon surrender of such Security, a new Security or
          Securities in principal amount equal to the unredeemed portion will be
          issued in the name of the Holder thereof upon cancelation of the
          Security or Securities being redeemed;

               (8) the paragraph of the Securities pursuant to which the
          Securities called for redemption are being redeemed; and

               (9) the CUSIP number of the Securities.

          (b) At the Company's request, the Trustee shall give the notice of
redemption required in Section 3.03(a) in the Company's name and at the
Company's expense; provided, however, that the Company shall deliver to the
Trustee, at least 45 days prior to the redemption date (unless the Trustee
consents to a shorter notice period in writing), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in Section 3.03(a).

<PAGE>

                                                                              41

     SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is
mailed in accordance with Section 3.03, Securities called for redemption become
due and payable on the redemption date at the redemption price. Upon surrender
to the Paying Agent, such Securities shall be paid at the redemption price, plus
accrued and unpaid interest to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
related interest payment date). Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder.

     SECTION 3.05. Deposit of Redemption Price. Prior to 11:00 a.m., New York
time, the redemption date, the Company shall deposit with the Paying Agent (or
if the Company or a Subsidiary is the Paying Agent, shall segregate and hold in
trust) funds available on the redemption date sufficient to pay the redemption
price of, and accrued and unpaid interest on, the Securities to be redeemed on
that date. The Paying Agent shall promptly return to the Company any money so
deposited which is not required for that purpose upon the written request of the
Company, except with respect to monies owed as obligations to the Trustee
pursuant to Article Seven.

          If any Security called for redemption shall not be so paid upon
redemption because of the failure of the Company to comply with the preceding
paragraph, interest will continue to be payable on the unpaid principal and
premium, if any, including from the redemption date until such principal and
premium, if any, 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 Securities and
in Section 4.01 hereof.

     SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security
that is to be redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder, at the expense of the Company, a new Security equal
in aggregate amount to the unredeemed portion of the Security surrendered.

     SECTION 3.07. Optional Redemption. Except as set forth in Sections 3.08 and
3.09 hereof, the Company shall not have the option to redeem the Securities
prior to September 15, 2008. The Securities may be redeemed at the option of the
Company, in whole or from time to time in part, at any time on or after
September 15, 2008, at the redemption prices set forth below (expressed as a
percentage of the principal amount of the Securities to be redeemed), together
with accrued and unpaid interest on the Securities so redeemed to

<PAGE>

                                                                              42

the redemption date, if redeemed during the 12-month period commencing on
September 15 of the years indicated below:

                                                                      Redemption
Year                                                                    Price
----                                                                  ----------

2008 ..............................................................    103.750%
2009 ..............................................................    102.500%
2010 ..............................................................    101.250%
2011 and thereafter ...............................................    100.000%

          Any redemption pursuant to this Section 3.07 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06
hereof.

     SECTION 3.08. Equity Offering Redemption. In the event the Company
consummates one or more Equity Offerings on or prior to September 15, 2006, the
Company may redeem, in its sole discretion, up to 35% of the aggregate principal
amount of the Securities (which includes Additional Securities, if any) with all
or a portion of the aggregate net proceeds received by the Company from any such
Equity Offering or Equity Offerings at a redemption price of 107.500% of the
aggregate principal amount of the Securities so redeemed, plus accrued and
unpaid interest on the Securities so redeemed to the redemption date; provided,
however, that (i) the date of any such redemption occurs within the 90-day
period after the Equity Offering in respect of which such redemption is made and
(ii) following each such redemption, at least 65% of the aggregate principal
amount of the Securities (which includes Additional Securities, if any) remains
outstanding.

          Any redemption pursuant to this Section 3.08 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06
hereof.

     SECTION 3.09. Optional Redemption at Make-Whole Price. At any time prior to
September 15, 2008 the Company may, at its option, redeem all or any portion of
the Securities at the Make-Whole Price plus accrued and unpaid interest on the
Securities so redeemed to the date of redemption.

          Any redemption pursuant to this Section 3.09 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06
hereof.

                                  ARTICLE FOUR

                                    COVENANTS

<PAGE>

                                                                              43

     SECTION 4.01. Payment of Securities. The Company shall pay the principal
of, premium, if any, and interest on, the Securities on the dates and in the
manner provided in the Securities and this Indenture. Principal, premium and
interest shall be considered paid on the date due if the Trustee or Paying Agent
holds on that date money deposited by the Company designated for and sufficient
to pay all principal, premium and interest then due. All references to interest
in this Indenture shall for all purposes be deemed to include any additional
interest payable as liquidated damages pursuant to the Registration Rights
Agreement.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal, and premium, if
any, at the rate borne by the Securities to the extent lawful; and it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

     SECTION 4.02. SEC Reports. (a) The Company, within 15 days after it files
the same with the SEC, shall deliver to Holders, copies of the annual reports
and the information, documents and other reports (or copies of any such portions
of any of the foregoing as the SEC may by rules and regulations prescribe) that
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC and provide Holders with such annual
reports and such information, documents and other reports specified in Sections
13 and 15(d) of the Exchange Act. The Company and each Subsidiary Guarantor
shall also comply with the provisions of TIA Section 314(a).

          (b) The Company may request the Trustee on behalf of the Company at
the Company's expense to mail the foregoing to Holders. In such case, the
Company shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to
deliver to Holders under this Section.

     SECTION 4.03. Compliance Certificates. (a) The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an
Officers' Certificate substantially in the form of Exhibit J hereto, stating
that a review of the activities of the Company and the Subsidiaries during the
preceding fiscal year has been

<PAGE>

                                                                              44

made under the supervision of the signing Officers with a view to determining
whether the Company has kept, observed, performed and fulfilled its obligations
under this Indenture, and further stating, as to each such Officer signing such
certificate, that, to the best of such Officer's knowledge, the Company and each
Subsidiary Guarantor 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 hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or
Events of Default of which such Officer may have knowledge and what action the
Company is taking or proposes to take with respect thereto) and that to the best
of such Officer's knowledge, after reasonable inquiry, no event has occurred and
remains in existence by reason of which payments on account of the principal of,
premium, if any, or interest, if any, on the Securities are prohibited or, if
such event has occurred, a description of the event and what action the Company
and the Subsidiary Guarantors are taking or propose to take with respect
thereto. Such Officers' Certificate shall comply with TIA Section 314(a)(4). The
Company hereby represents that, as of the Issue Date, its fiscal year ends
December 31, and hereby covenants that it shall notify the Trustee at least 30
days in advance of any change in its fiscal year.

          (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.02 shall be accompanied by a written
statement of the Company's independent public accountants (which shall be a firm
of established national reputation) that in making the examination necessary for
certification of such financial statements nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Sections 4.07, 4.09, 4.10, 4.11 or 4.15 of this Indenture (to the extent such
provisions relate to accounting matters) or, if any such violation has occurred,
specifying the nature and period of existence thereof. Where such financial
statements are not accompanied by such a written statement, the Company shall
furnish the Trustee with an Officers' Certificate stating that any such written
statement would be contrary to the then current recommendations of the American
Institute of Certified Public Accountants.

          (c) The Company and the Subsidiary Guarantors will, so long as any of
the Securities are outstanding, deliver to the Trustee forthwith upon any
Officer becoming aware of any Default or Event of Default or default in the

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                                                                              45

performance of any covenant, agreement or condition contained in this Indenture,
an Officers' Certificate specifying such Default or Event of Default and what
action the Company or any Subsidiary Guarantor proposes to take with respect
thereto.

     SECTION 4.04. Maintenance of Office or Agency. The Company will maintain in
the Borough of Manhattan, The City of New York, an office or agency where
Securities may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company 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 address of the Trustee set forth in Section 11.02.
If at any time the Company shall fail to maintain any required office or agency
or shall fail to furnish the Trustee with the address thereof, such surrenders,
presentations, notices and demands may be made or served at the corporate trust
office of the Trustee.

          Subject to Section 2.03, the Company may also from time to time
designate one or more other offices or agencies where the Securities may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in the Borough of Manhattan, The City of New York, for such purposes.
The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

     SECTION 4.05. Corporate Existence. The Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership or other existence of each Subsidiary
and all rights (charter and statutory) and franchises of the Company and the
Subsidiaries; provided, that the Company shall not be required to preserve the
corporate existence of any Subsidiary, or any such right or franchise, if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

<PAGE>

                                                                              46

     SECTION 4.06. Waiver of Stay, Extension or Usury Laws. The Company and each
Subsidiary Guarantor covenants (to the extent that each may lawfully do so) that
it will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension, or usury law or other
law, which would prohibit or forgive the Company or any Subsidiary Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities as contemplated herein, wherever enacted, now or at any time
hereafter in force, or which may affect the covenants or the performance of this
Indenture; and (to the extent that it may lawfully do so) each of the Company
and the Subsidiary Guarantors hereby expressly waives all benefit or advantage
of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

     SECTION 4.07. Payment of Taxes and Other Claims. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

     SECTION 4.08. Maintenance of Properties and Insurance. (a) The Company
shall cause all properties used or held for use in the conduct of its business
or the business of any Subsidiary to be maintained and kept in good condition,
repair and working order (ordinary wear and tear excepted) and supplied with all
necessary equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any such property, or disposing of
it, if such discontinuance or disposal is, in the judgment of the Company,
desirable in the conduct of its business and not disadvantageous in any material
respect to the Holders.

<PAGE>

                                                                              47

          (b) The Company shall provide or cause to be provided, for itself and
each of its Subsidiaries, insurance (including appropriate self-insurance)
against loss or damage of the kinds that, in the reasonable, good faith opinion
of the Company, are adequate and appropriate for the conduct of the business of
the Company and such Subsidiaries in a prudent manner, with reputable insurers
or with the government of the United States or an agency or instrumentality
thereof, in such amounts, with such deductibles, and by such methods as shall be
customary, in the reasonable, good faith opinion of the Company, for
corporations similarly situated in the industry.

     SECTION 4.09. Limitation on Incurrence of Additional Indebtedness.

          (a) The Company will not, and will not permit any of its Restricted
Subsidiaries, directly or indirectly, to issue, incur, assume, guarantee, become
liable, contingently or otherwise, with respect to or otherwise become
responsible for the payment of (collectively, "incur") any Indebtedness;
provided, however, that if no Default or Event of Default shall have occurred
and be continuing at the time or as a consequence of the incurrence of such
Indebtedness, the Company or its Restricted Subsidiaries may incur Indebtedness
if, on a pro forma basis, after giving effect to such incurrence and the
application of the proceeds therefrom, either of the following tests shall have
been satisfied: (i) the Adjusted Consolidated EBITDA Coverage Ratio would have
been at least 2.25 to 1.0; or (ii) Adjusted Consolidated Net Tangible Assets
would have been greater than 200% of Indebtedness of the Company and its
Restricted Subsidiaries.

          (b) Notwithstanding the foregoing, if no Default or Event of Default
shall have occurred and be continuing at the time or as a consequence of the
incurrence of such Indebtedness, the Company and its Restricted Subsidiaries may
incur Permitted Indebtedness. For purposes of determining compliance with this
Section 4.09:

               (i) in the event that an item of proposed Indebtedness meets the
          criteria of more than one of the categories of Permitted Indebtedness
          as of the date of incurrence thereof or is entitled to be incurred
          pursuant to Section 4.09(a) as of the date of incurrence thereof, the
          Company shall, in its sole discretion, classify (or later classify in
          whole or in part, in its sole discretion) such item of Indebtedness in
          any manner that complies with this Section 4.09, and

<PAGE>

                                                                              48

               (ii) for purposes of determining compliance with any
          dollar-denominated restriction on the incurrence of Indebtedness
          denominated in a foreign currency, the dollar-equivalent principal
          amount of such Indebtedness incurred pursuant thereto shall be
          calculated based on the relevant currency.

Accrual of interest or dividends, the accretion of accreted value or liquidation
preference and the payment of interest or dividends in the form of additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.09.

          (c) Any Indebtedness of a Person existing at the time such Person
becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be incurred by such Restricted Subsidiary at
the time it becomes a Restricted Subsidiary.

     SECTION 4.10. Limitation on Restricted Payments. (a) The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any Restricted Payment, unless:

               (i) no Default or Event of Default shall have occurred and be
          continuing at the time of or immediately after giving effect to such
          Restricted Payment;

               (ii) at the time of and immediately after giving effect to such
          Restricted Payment, the Company would be able to incur at least $1.00
          of additional Indebtedness (other than Permitted Indebtedness)
          pursuant to Section 4.09(a); and

               (iii) immediately after giving effect to such Restricted Payment,
          the aggregate of all Restricted Payments declared or made after the
          Reference Date does not exceed the sum of (A) 50% of the Consolidated
          Net Income of the Company and its Restricted Subsidiaries (or in the
          event such Consolidated Net Income shall be a deficit, minus 100% of
          such deficit) during the period (treated as one accounting period)
          subsequent to the Reference Date and ending on the last day of the
          fiscal quarter immediately preceding the date of such Restricted
          Payment; (B) the aggregate Net Cash Proceeds, and the fair market
          value of property other than cash (as determined in good faith by the
          Company's Board of Directors and evidenced by a

<PAGE>

                                                                              49

          resolution of such Board), received by the Company during such period
          from any Person other than a Subsidiary of the Company as a result of
          the issuance or sale of Capital Stock of the Company (other than any
          Disqualified Stock and other than Preferred Shares issued in the
          Preferred Stock Offering), other than in connection with the
          conversion of Indebtedness or Disqualified Stock; (C) the aggregate
          Net Cash Proceeds, and the fair market value of property other than
          cash (as determined in good faith by the Company's Board of Directors
          and evidenced by a resolution of such Board), received by the Company
          during such period from any Person other than a Subsidiary of the
          Company as a result of the issuance or sale of any Indebtedness or
          Disqualified Stock to the extent that at the time the determination is
          made such Indebtedness or Disqualified Stock, as the case may be, has
          been converted into or exchanged for Capital Stock of the Company
          (other than Disqualified Stock); and (D)(i) in case any Unrestricted
          Subsidiary has been redesignated a Restricted Subsidiary, an amount
          equal to the lesser of (x) the book value (determined in accordance
          with GAAP) at the date of such redesignation of the aggregate
          Investments made by the Company and its Restricted Subsidiaries in
          such Unrestricted Subsidiary and (y) the fair market value of such
          Investments in such Unrestricted Subsidiary at the time of such
          redesignation, as determined in good faith by the Company's Board of
          Directors, including a majority of the Company's Disinterested
          Directors, whose determination shall be conclusive and evidenced by a
          resolution of such Board; or (ii) in case any Restricted Subsidiary
          has been redesignated an Unrestricted Subsidiary, minus the greater of
          (x) the book value (determined in accordance with GAAP) at the date of
          redesignation of the aggregate Investments made by the Company and its
          Restricted Subsidiaries in such Restricted Subsidiary and (y) the fair
          market value of such Investments in such Restricted Subsidiary at the
          time of such redesignation, as determined in good faith by the
          Company's Board of Directors, including a majority of the Company's
          Disinterested Directors, whose determination shall be conclusive and
          evidenced by a resolution of such Board.

          (b) Notwithstanding the foregoing, the above limitations will not
prevent (i) the payment of any dividend

<PAGE>

                                                                              50

within 60 days after the date of declaration thereof, if at such date of
declaration such payment complied with the provisions hereof; (ii) the purchase,
redemption, acquisition or retirement of any shares of Capital Stock of the
Company in exchange for, or out of the net proceeds of the substantially
concurrent sale (other than to a Restricted Subsidiary of the Company) of, other
shares of Capital Stock (other than Disqualified Stock) of the Company; (iii)
any dividend or other distribution payable from a Restricted Subsidiary to the
Company or any other Restricted Subsidiary; (iv) regularly quarterly dividends
on the 6.75% Cumulative Convertible Preferred Stock or the 6.00% Cumulative
Convertible Preferred Stock of the Company outstanding on the Issue Date,
provided that no Default or Event of Default shall have occurred and be
continuing at the time of or immediately after giving effect to any such
Restricted Payment; and (v) other Restricted Payments not in excess of
$25,000,000 in the aggregate since the Issue Date, provided that no Default or
Event of Default shall have occurred and be continuing at the time of or
immediately after giving effect to any such Restricted Payment. Any Restricted
Payment described in the preceding clause (iii) shall be excludable in the
calculation of the amount of Restricted Payments, and any Restricted payment
described in any other clause shall be included in the calculation.

     SECTION 4.11. Limitation on Sale of Assets. (a) The Company will not, and
will not permit any Restricted Subsidiary to, make any Asset Sale unless:

               (i) the Company (or its Restricted Subsidiaries, as the case may
          be) receives consideration at the time of such sale or other
          disposition at least equal to the fair market value thereof (as
          determined in good faith by the Company's Board of Directors and
          evidenced by a resolution of such Board, including a majority of the
          Company's Disinterested Directors, in the case of any Asset Sales or
          series of related Asset Sales having a fair market value of
          $20,000,000 or greater);

               (ii) (A) the consideration consists of cash, cash equivalents,
          Permitted Financial Investments or property, equipment, leasehold
          interests or other assets used in the Oil and Gas Business ("Permitted
          Consideration") or (B) the portion of the consideration that does not
          constitute Permitted Consideration, together with all other
          consideration received for Asset Sales since the Issue Date that does
          not constitute Permitted

<PAGE>

                                                                              51

          Consideration, has a fair market value of no more than 10% of ACNTA;
          and

               (iii) the Net Available Proceeds received by the Company (or its
          Restricted Subsidiaries, as the case may be) from such Asset Sale are
          applied in accordance with paragraphs (b) or (c) hereof.

          (b) The Company may apply such Net Available Proceeds within 365 days
after receipt of Net Available Proceeds from any Asset Sale, to: (i) the
repayment of Indebtedness of the Company under Credit Facilities or other Senior
Indebtedness, including any mandatory redemption or repurchase or optional
redemption of the Existing Notes or the Securities; (ii) make an Investment in
assets used in the Oil and Gas Business; or (iii) develop by drilling the
Company's oil and gas reserves.

          (c) If, upon completion of the 365-day period referred to above, any
portion of the Net Available Proceeds of any Asset Sale shall not have been
applied by the Company as described in clauses (i), (ii) or (iii) of the
immediately preceding paragraph and such remaining Net Available Proceeds,
together with any remaining net cash proceeds from any prior Asset Sale (such
aggregate constituting "Excess Proceeds"), exceed $15,000,000, then the Company
will be obligated to make an offer (the "Net Proceeds Offer") to purchase the
Securities and any other Senior Indebtedness in respect of which such an offer
to purchase is required to be made concurrently with the Net Proceeds Offer
having an aggregate principal amount equal to the Excess Proceeds (such purchase
to be made on a pro rata basis if the amount available for such repurchase is
less than the principal amount of the Securities and other Senior Indebtedness
tendered in such Net Proceeds Offer) at a purchase price of 100% of the
principal amount thereof plus accrued and unpaid interest on the Securities and
other Senior Indebtedness so repurchased to the date of repurchase. Upon the
completion of the Net Proceeds Offer, the amount of Excess Proceeds will be
reset to zero.

          (d) The Company shall commence a Net Proceeds Offer by preparing and
mailing a notice to the Trustee, the Paying Agent and each Holder as of such
record date as the Company shall establish (upon written notice to the Trustee).
Notice of a Net Proceeds Offer to purchase the Securities will be made on behalf
of the Company not less than 25 Business Days nor more than 60 Business Days
before the payment date of the Net Proceeds Offer (the "Net Proceeds Payment
Date"), and shall set forth the Net Proceeds Offer

<PAGE>

                                                                              52

Amount and the Net Proceeds Payment Date and refer to and summarize the material
points contained in Sections 4.11(d) and (e) hereof. Securities tendered to the
Company pursuant to a Net Proceeds Offer will cease to accrue interest after the
Net Proceeds Payment Date. For purposes of this covenant, the term "Net Proceeds
Offer Amount" means the principal of outstanding Securities in an aggregate
principal amount equal to any remaining Net Available Proceeds (rounded to the
next lowest $1,000). If the Net Proceeds Payment Date is on or after an interest
payment record date and on or before the related interest payment date, any
accrued interest payable on such interest payment date will be paid to the
Person in whose name a Security is registered at the close of business on such
record date, and no additional interest will be payable to Holders who tender
Securities pursuant to the Net Proceeds Offer.

          (e) On the Net Proceeds Payment Date, the Company will (i) accept for
payment Securities and any other Senior Indebtedness in respect of which such an
offer to purchase is required to be made concurrently with the Net Proceeds
Offer or portions thereof pursuant to the Net Proceeds Offer in an aggregate
principal amount equal to the Net Proceeds Offer Amount or such lesser amount as
has been tendered, (ii) deposit with the Paying Agent (or if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the purchase price of all Securities and such other Senior
Indebtedness or portions thereof so tendered in an aggregate principal amount
equal to the Net Proceeds Offer Amount or such lesser amount, including any
accrued and unpaid interest thereon, and (iii) deliver or cause to be delivered
to the Trustee, Securities so accepted together with an Officers' Certificate
stating the Securities or portions thereof tendered to the Company. If the
aggregate principal amount of Securities and such other Senior Indebtedness
tendered exceeds the Net Proceeds Offer Amount, the Trustee will select the
Securities and other Senior Indebtedness to be purchased (in integral multiples
of $1,000) on a pro rata basis based on the principal amount of Securities and
other Senior Indebtedness so tendered and notify the Company, the Registrar and
the Paying Agent. The Paying Agent, upon instruction of the Company, will
promptly mail or deliver to Holders of Securities so accepted payment in an
amount equal to the purchase price (representing those funds received pursuant
to clause (ii) of this Section 4.11(e)), and the Company will execute and the
Trustee will promptly authenticate and mail or make available for delivery to
Holders a new Security equal in principal amount to any unpurchased portion of
the Security surrendered. Any Securities not so accepted will be

<PAGE>

                                                                              53

promptly mailed or delivered to the Holder thereof by the Company, or, if the
Company so directs the Trustee, by the Trustee on behalf of the Company at the
Company's expense. The Company will publicly announce the results of the Net
Proceeds Offer on or as soon as practicable after the Net Proceeds Payment Date.
For purposes of this Section 4.11, the Trustee will act as the Paying Agent.

          (f) The Company will comply with Section 14 of the Exchange Act and
the provisions of Regulation 14E and any other tender offer rules under the
Exchange Act and any other federal and state securities laws, rules and
regulations which may then be applicable to any Net Proceeds Offer.

          (g) During the period between any Asset Sale and the application of
the Net Available Proceeds therefrom in accordance with this covenant, all Net
Available Proceeds shall be maintained in a segregated account and shall be
invested in Permitted Financial Investments.

          (h) Notwithstanding the foregoing, the Company will not and will not
permit any Restricted Subsidiary to, directly or indirectly, make any Asset Sale
of any of the Capital Stock of a Restricted Subsidiary except pursuant to an
Asset Sale of all of the Capital Stock of such Restricted Subsidiary.

     SECTION 4.12. Limitation on Liens Securing Indebtedness. The Company will
not, and will not permit any of its Restricted Subsidiaries to, create, incur,
assume or suffer to exist any Liens (other than Permitted Liens) upon any of
their respective properties securing (i) any Indebtedness of the Company, unless
the Securities are equally and ratably secured or (ii) any Indebtedness of any
Restricted Subsidiary, unless the Guarantees are equally and ratably secured;
provided, that if such Indebtedness is expressly subordinated to the Securities
or the Guarantees, the Lien securing such Indebtedness will be subordinated and
junior to any Lien securing the Securities or the Guarantees, with the same
relative priority as such Subordinated Indebtedness of the Company or
Subordinated Indebtedness of a Restricted Subsidiary will have with respect to
the Securities or the Guarantees, as the case may be.

     SECTION 4.13. Limitation on Sale/Leaseback Transactions. The Company will
not, and will not permit any of its Restricted Subsidiaries to, enter into any
Sale/Leaseback Transaction with any Person (other than the Company or any other
Restricted Subsidiary) unless (i) the Company or such Restricted Subsidiary, as
the case may be,

<PAGE>

                                                                              54

would be able to incur Indebtedness in a principal amount equal to the
Attributable Indebtedness with respect to such Sale/Leaseback Transaction in
accordance with Section 4.09 or (ii) the Company or such Restricted Subsidiary
receives proceeds from such Sale/Leaseback Transaction at least equal to the
fair market value thereof (as determined in good faith by the Company's Board of
Directors, whose determination in good faith, evidenced by a resolution of such
Board shall be conclusive) and such proceeds are applied in the same manner and
to the same extent as Net Available Proceeds and Excess Proceeds from an Asset
Sale.

     SECTION 4.14. Limitation on Payment Restrictions Affecting Subsidiaries.
The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary of the Company to (i) pay dividends or make any other
distributions on its Capital Stock to the Company or a Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or a Restricted Subsidiary of the
Company; (iii) make loans or advances to the Company or a Restricted Subsidiary
of the Company; or (iv) transfer any of its properties or assets to the Company
or a Restricted Subsidiary of the Company (each, a "Payment Restriction"),
except for (a) encumbrances or restrictions under Credit Facilities; provided,
that any Payment Restrictions thereunder (other than, with respect to (iv)
above, customary restrictions in security agreements or other loan documents
thereunder securing or governing Indebtedness of a Restricted Subsidiary) may be
imposed only upon the acceleration of the maturity of the Indebtedness
thereunder; (b) consensual encumbrances or consensual restrictions binding upon
any Person at the time such Person becomes a Restricted Subsidiary of the
Company (unless the agreement creating such consensual encumbrances or
consensual restrictions was entered into in connection with, or in contemplation
of, such entity becoming a Restricted Subsidiary); (c) consensual encumbrances
or consensual restrictions under any agreement that refinances or replaces any
agreement described in clauses (a) and (b) above, provided that the terms and
conditions of any such restrictions are in the aggregate no less favorable to
the holders of the Securities than those under the agreement so refinanced or
replaced; and (d) customary non-assignment provisions in leases, purchase money
financings and any encumbrance or restriction due to applicable law.

<PAGE>

                                                                              55

     SECTION 4.15. Limitation on Transactions with Affiliates. The Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into any transaction or series of transactions (including,
without limitation, the sale, purchase or lease of any assets or properties or
the rendering of any services) with any Affiliate or beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) of 10% or more of the
Company's common stock (other than with a Restricted Subsidiary of the Company)
(an "Affiliate Transaction"), on terms that are less favorable to the Company or
such Restricted Subsidiary, as the case may be, than would be available in a
comparable transaction with an unrelated Person. In addition, the Company will
not, and will not permit any Restricted Subsidiary of the Company to, enter into
an Affiliate Transaction, or any series of related Affiliate Transactions having
a value of (a) more than $5,000,000 unless a majority of the Board of Directors
of the Company (including a majority of the Company's Disinterested Directors)
determines in good faith, as evidenced by a resolution of such Board, that such
Affiliate Transaction or series of related Affiliate Transactions is fair to the
Company; or (b) more than $25,000,000, unless the Company receives a written
opinion from a nationally recognized investment banking firm with total assets
in excess of $1,000,000,000 that such transaction or series of transactions is
fair to the Company from a financial point of view.

     SECTION 4.16. Change of Control. (a) Following the occurrence of any Change
of Control, the Company shall offer (a "Change of Control Offer") to purchase
all outstanding Securities at a purchase price equal to 101% of the aggregate
outstanding principal amount of the Securities, plus accrued and unpaid interest
on the Securities so purchased to the date of purchase. The Change of Control
Offer shall be deemed to have commenced upon mailing of the notice described in
the next succeeding paragraph and shall terminate 20 Business Days after its
commencement, unless a longer offering period is required by law. Promptly after
the termination of the Change of Control Offer (the "Change of Control Payment
Date"), the Company shall purchase and mail or deliver payment for all
Securities tendered in response to the Change of Control Offer. If the Change of
Control Payment Date is on or after an interest payment record date and on or
before the related interest payment date, any accrued interest payable on such
interest payment date will be paid to the Person in whose name a Security is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Securities pursuant to the Change
of Control Offer.

<PAGE>

                                                                              56

          (b) Within 15 days after any Change of Control, the Company (with
notice to the Trustee and the Paying Agent), or the Trustee at the Company's
request and expense, will mail or cause to be mailed to all Holders on the date
of the Change of Control a notice prepared by the Company (the "Change of
Control Notice") of the occurrence of such Change of Control and of the Holders'
rights arising as a result thereof. The Change of Control Notice will contain
all instructions and materials necessary to enable Holders to tender their
Securities to the Company. The Change of Control Notice, which shall govern the
terms of the Change of Control Offer, shall state: (1) that the Change of
Control Offer is being made pursuant to this Section 4.16; (2) the purchase
price and the Change of Control Payment Date; (3) that any Security not tendered
will continue to accrue interest at the stated rate; (4) that any Security
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest on the Change of Control Payment Date; (5) that Holders electing
to have a Security purchased pursuant to any Change of Control Offer will be
required to surrender the Security, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Security completed, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice prior to termination of the Change of Control Offer; (6)
that Holders will be entitled to withdraw their election if the Company,
depositary or Paying Agent, as the case may be, receives, not later than the
expiration of the Change of Control Offer, or such longer period as may be
required by law, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security the Holder
delivered for purchase and a statement that such Holder is withdrawing its
election to have the Security purchased; and (7) that Holders whose Securities
are purchased only in part will be issued Securities equal in principal amount
to the unpurchased portion of the Securities surrendered.

          (c) On the Change of Control Payment Date, the Company shall, to the
extent permitted by applicable law, (i) accept for payment Securities or
portions thereof tendered pursuant to the Change of Control Notice, (ii) if the
Company appoints a depositary or Paying Agent, deposit with such depositary or
Paying Agent money sufficient to pay the purchase price of all Securities or
portions thereof so tendered and (iii) deliver to the Trustee Securities so
accepted together with an Officers' Certificate stating the Securities or
portions thereof tendered to the Company. The depositary, the Company or the
Paying Agent, as the case may be, shall promptly mail to the Holders of
Securities so

<PAGE>

                                                                              57

accepted payment in an amount equal to the purchase price (representing those
funds received pursuant to clause (ii) of this Section 4.16(c)), and the Trustee
shall promptly authenticate and mail to each such Holder a new Security equal in
principal amount to any unpurchased portion of the Security surrendered;
provided that each such new Security will be in a principal amount of $1,000 or
an integral multiple thereof. The Company will publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date. For purposes of this Section 4.16, the Trustee shall act
as the Paying Agent.

          (d) The Company will comply with Section 14 of the Exchange Act and
the provisions of Regulation 14E and any other tender offer rules under the
Exchange Act and any other federal and state securities laws, rules and
regulations which may then be applicable to any offer by the Company to purchase
the Securities at the option of the Holders upon a Change of Control.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

     SECTION 5.01. When Company May Merge, etc. The Company shall not
consolidate with or merge with or into any Person or sell, convey, lease,
transfer or otherwise dispose of all or substantially all of its assets to any
Person, unless:


               (1) the Company survives such merger or the Person formed by such
          consolidation or into which the Company is merged or that acquires by
          sale, conveyance, transfer or other disposition, or which leases, all
          or substantially all of the assets of the Company is a corporation
          organized and existing under the laws of the United States of America,
          any state thereof or the District of Columbia, or Canada or any
          province thereof, and expressly assumes, by supplemental indenture,
          the due and punctual payment of the principal of, premium, if any, and
          interest on, all the Securities and the performance of every other
          covenant and obligation of the Company under this Indenture;

               (2) immediately before and after giving effect to such
          transaction no Default or Event of Default exists;

               (3) immediately after giving effect to such transaction on a pro
          forma basis, the Consolidated

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                                                                              58

          Tangible Net Worth of the Company (or the surviving or transferee
          entity) is equal to or greater than the Consolidated Tangible Net
          Worth of the Company immediately before such transaction; and

               (4) immediately after giving effect to such transaction on a pro
          forma basis, the Company (or the surviving or transferee entity) would
          be able to incur $1.00 of additional Indebtedness under the test
          described in Section 4.09(a) (other than Permitted Indebtedness).

          In connection with any consolidation, merger, sale, conveyance, lease,
transfer or other disposition contemplated by this Section 5.01, the Company
shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers' Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture.

     SECTION 5.02. Successor Corporation Substituted. Upon any consolidation,
merger, lease, conveyance or transfer in accordance with Section 5.01, the
Trustee shall be notified by the Company and the successor Person, and the
successor Per.son formed by such consolidation or into which the Company is
merged or to which such lease, conveyance or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor had been named as
the Company herein and thereafter (except in the case of a lease) the
predecessor corporation will be relieved of all further obligations and
covenants under this Indenture and the Securities.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default. An "Event of Default" occurs upon:

               (1) default by the Company or any Subsidiary Guarantor in the
          payment of principal of, or premium, if any, on the Securities when
          due and payable at maturity, upon repurchase pursuant to Section 4.11
          or 4.16, upon acceleration or otherwise;

               (2) default by the Company or any Subsidiary Guarantor in the
          payment of any installment of [GRAPHIC OMITTED][GRAPHIC OMITTED]

<PAGE>

                                                                              59

          interest on the Securities when due and payable and continuance of
          such default for 30 days;

               (3) default by the Company or any Subsidiary Guarantor in the
          deposit of any optional redemption payment, when and as due and
          payable pursuant to Article Three;

               (4) default on any other Indebtedness (other than Non-Recourse
          Indebtedness and Unrestricted Subsidiary Indebtedness) of the Company,
          any Subsidiary Guarantor or any other Subsidiary (other than a
          Non-Recourse Subsidiary or an Unrestricted Subsidiary) if either (A)
          such default results in the acceleration of the maturity of any such
          Indebtedness having a principal amount of $10,000,000 or more
          individually or, taken together with the principal amount of any other
          such Indebtedness the maturity of which has been so accelerated, in
          the aggregate, or (B) such default results from the failure to pay
          when due principal of, premium, if any, or interest on, any such
          Indebtedness, after giving effect to any applicable grace period (a
          "Payment Default"), having a principal amount of $10,000,000 or more
          individually or, taken together with the principal amount of any other
          Indebtedness under which there has been a Payment Default, in the
          aggregate;

               (5) default in the performance, or breach of, the covenants set
          forth in Section 4.10 and Article Five, or in the performance, or
          breach of, any other covenant or agreement of the Company or any
          Subsidiary Guarantor in this Indenture and failure to remedy such
          default within a period of 45 days after written notice thereof from
          the Trustee or Holders of 25% of the principal amount of the
          outstanding Securities;

               (6) the entry by a court of one or more judgments or orders for
          the payment of money against the Company, any Subsidiary Guarantor or
          any other Subsidiary (other than a Non-Recourse Subsidiary or an
          Unrestricted Subsidiary, provided that neither the Company nor any
          Restricted Subsidiary is liable, directly or indirectly, for such
          judgment or order) in an aggregate amount in excess of $10,000,000
          (net of applicable insurance coverage by a third party insurer which
          is acknowledged in writing by such insurer) that has

<PAGE>

                                                                              60

          not been vacated, discharged, satisfied or stayed pending appeal
          within 60 days from the entry thereof;

               (7) a Guarantee by a Subsidiary Guarantor shall cease to be in
          full force and effect (other than a release of a Guarantee in
          accordance with Section 10.04) or any Subsidiary Guarantor shall deny
          or disaffirm its obligations with respect thereto;

               (8) the Company or any Subsidiary (other than a Non-Recourse
          Subsidiary or an Unrestricted Subsidiary) pursuant to or within the
          meaning of any Bankruptcy Law:

                    (A) commences a voluntary case or proceeding,

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

                    (C) consents to the appointment of a Custodian of it or for
               all or substantially all of its property,

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

                    (E) admits in writing that it generally is unable to pay its
               debts as the same become due; or

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

                    (A) is for relief (with respect to the petition commencing
               such case) against the Company or any Subsidiary (other than a
               Non-Recourse Subsidiary or an Unrestricted Subsidiary) in an
               involuntary case or proceeding,

                    (B) appoints a Custodian of the Company or any Subsidiary
               (other than a Non-Recourse Subsidiary or an Unrestricted
               Subsidiary) or for all or substantially all of its property, or

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                                                                              61

                    (C) orders the liquidation of the Company or any Subsidiary
               (other than a Non-Recourse Subsidiary or an Unrestricted
               Subsidiary), and the order or decree remains unstayed and in
               effect for 60 days.

          The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

     SECTION 6.02. Acceleration. If an Event of Default (other than an Event of
Default specified in clauses (8) or (9)) under Section 6.01 occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 25% of the principal amount of the outstanding Securities may declare the
unpaid principal of and premium, if any, or the Change of Control purchase price
if the Event of Default includes failure to pay the Change of Control purchase
price, and accrued and unpaid interest on, all the Securities then outstanding
to be due and payable, by a notice in writing to the Company (and to the
Trustee, if given by Holders), and upon any such declaration such principal,
premium, if any, and accrued and unpaid interest shall become immediately due
and payable, notwithstanding anything contained in this Indenture or the
Securities to the contrary. If an Event of Default specified in clauses 8 or 9
above occurs, all unpaid principal of, and premium, if any, and accrued and
unpaid interest on, the Securities then outstanding will become due and payable,
without any declaration or other act on the part of the Trustee or any Holder.

          The Holders of a majority of the principal amount of the outstanding
Securities, by written notice to the Company, the Subsidiary Guarantors and the
Trustee, may rescind and annul a declaration of acceleration and its
consequences if (1) the Company or any Subsidiary Guarantor has paid or
deposited with such Trustee a sum sufficient to pay (A) all overdue installments
of interest on all the Securities, (B) the principal of, and premium, if any, on
any Securities that have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor in
the Securities, (C) to the extent that payment of such interest is lawful,
interest on the defaulted interest at the rate or rates prescribed therefor in
the Securities, and (D) all money paid or advanced by the Trustee thereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; (2) all Events of Default,

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                                                                              62

other than the non-payment of the principal of any Securities that have become
due solely by such declaration of acceleration, have been cured or waived as
provided in this Indenture; and (3) the rescission would not conflict with any
judgment or decree of a court of competent jurisdiction. No such rescission will
affect any subsequent Event of Default or impair any right consequent thereon.

     SECTION 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, but is not obligated to, pursue, in its own name
and as trustee of an express trust, any available remedy by proceeding at law or
in equity to collect the payment of principal or interest on the Securities or
to enforce the performance of any provision of the Securities or this Indenture.
If an Event of Default specified under clauses (8) or (9) of Section 6.01 occurs
with respect to the Company at a time when the Company is the Paying Agent, the
Trustee shall automatically assume the duties of Paying Agent.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative.

     SECTION 6.04. Waiver of Past Defaults. Subject to Sections 6.07 and 9.02,
the Holders of at least a majority of the principal amount of the outstanding
Securities by notice to the Trustee may waive an existing Default or Event of
Default and its consequences, except a Default or Event of Default in payment of
principal or interest on the Securities, including any optional redemption
payments or Change of Control or Net Proceeds Offer payments.

     SECTION 6.05. Control by Majority. The Holders of a majority in principal
amount of the Securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on such Trustee, provided that (1) such
direction is not in conflict with any rule of law or with this Indenture and (2)
the Trustee may take any other action deemed proper by such Trustee that is not
inconsistent with such direction.

     SECTION 6.06. Limitation on Remedies. No Holder of any of the Securities
will have any right to institute any

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                                                                              63

proceeding, judicial or otherwise, or for the appointment of a receiver or
trustee or pursue any remedy under this Indenture, unless:

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

               (2) the Holders of not less than 25% of the principal amount of
          the outstanding Securities have made written request to such Trustee
          to institute proceedings in respect of such Event of Default in its
          own name as Trustee under this Indenture,

               (3) such Holder or Holders have offered to such Trustee
          reasonable indemnity against the costs, expenses and liabilities to be
          incurred in compliance with such request,

               (4) such Trustee for 60 days after its receipt of such notice,
          request and offer of indemnity has failed to institute any proceeding,
          and

               (5) no direction inconsistent with such written request has been
          given to such Trustee during such 60-day period by the Holders of a
          majority of the principal amount of the outstanding Securities.

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

     SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the Holder of any Securities will have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest on such Securities on the stated maturity therefor and to
institute suit for the enforcement of any such payment, and such right may not
be impaired without the consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee. If an Event of Default in payment
of principal, premium, if any, or interest specified in Section 6.01(1), (2) or
(3) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company or any Subsidiary
Guarantor for the whole amount of principal, premium, if any, and interest
remaining unpaid with respect to the Securities, and interest on overdue
principal and premium, if any, and, to the extent lawful,

<PAGE>

                                                                              64

interest on overdue interest, and such further amounts as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation and expenses of the Trustee, its agents and counsel.

     SECTION 6.09. Trustee May File Proofs of Claim. (a) The Trustee may 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 and the Holders allowed in
any judicial proceedings relative to the Company, the Subsidiary Guarantors,
their creditors or their property and may collect and receive any money or
securities or other property payable or deliverable on any such claims and to
distribute the same.

          (b) 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
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

     SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article Six, it shall pay out the money in the following order:

               First: to the Trustee for amounts due under Section 7.07;

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

               Third: to the Company.

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

     SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any
right or remedy under this Indenture or in any suit against the Trustee for any
action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section

<PAGE>

                                                                              65

6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.07, or a suit by Holders of more than 10% in principal amount of the
then outstanding Securities.

                                  ARTICLE SEVEN

                                     TRUSTEE

     SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise such rights and powers vested in
it by this Indenture and use the same degree of care and skill in such exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

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

               (1) The Trustee need perform only those duties that are
          specifically set forth (or incorporated by reference) in this
          Indenture and no others.

               (2) In the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, the Trustee shall examine such
          certificates and opinions to determine whether or not they conform to
          the requirements of this Indenture.

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

               (1) This paragraph (c) does not limit the effect of paragraph (b)
          of this Section.

               (2) The Trustee shall not be liable for any error of judgment
          made in good faith by an officer of the Trustee, unless it is proved
          that the Trustee was negligent in ascertaining the pertinent facts.

               (3) The Trustee shall not be liable with respect to action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.05, and the Trustee shall be

<PAGE>

                                                                              66

          entitled from time to time to request such a direction.

          (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section.

          (e) The Trustee shall be under no obligation and may refuse to perform
any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense. No provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

          (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. 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. Subject to Section 7.01:

          (a) The Trustee may rely on and shall be protected in acting or
refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or 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
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, to the extent reasonably required by such inquiry or
investigation.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.

<PAGE>

                                                                              67

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

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers.

     SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Subsidiaries or Affiliates with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11.

     SECTION 7.04. Trustee's Disclaimer. The Trustee makes no representation as
to the validity or adequacy of this Indenture or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities or any
prospectus, offering or solicitation documents, and it shall not be responsible
for any statement in the Securities other than its certificate of
authentication.

     SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to each Holder pursuant to
Section 11.02 a notice of the Default within 90 days after it occurs. Except in
the case of a Default in any payment on any Security, the Trustee may withhold
the notice if and so long as the board of directors, executive committee or a
trust committee of officers in good faith determines that withholding the notice
is in the interests of Holders.

     SECTION 7.06. Reports by Trustee to Holders. Within 60 days after each
April 1, beginning with the April 1 following the date of this Indenture, the
Trustee shall mail to each Holder a brief report dated as of such April 1 that
complies with TIA Section 313(a), but only if such report is required in any
year under TIA Section 313(a). The Trustee also shall comply with TIA Sections
313(b) and 313(c). A copy of each report at the time of its mailing to Holders
shall be filed with the SEC and each stock exchange on which the Securities are
listed. The Company shall notify the Trustee in writing when the Securities
become listed on any national securities exchange or of any delisting thereof.

     SECTION 7.07. Compensation and Indemnity. The Company and the Subsidiary
Guarantors jointly and severally agree to pay the Trustee from time to time
reasonable compensation for

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                                                                              68

its services (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust). The Company and
the Subsidiary Guarantors jointly and severally agree to reimburse the Trustee
upon request for all reasonable out-of-pocket expenses, disbursements and
advances incurred by it. Such expenses shall include when applicable the
reasonable compensation and expenses of the Trustee's agents and counsel.

          The Trustee shall not be under any obligation to institute any suit,
or take any remedial action under this Indenture, or to enter any appearance or
in any way defend any suit in which it may be a defendant, or to take any steps
in the execution of the trusts created hereby or thereby or in the enforcement
of any rights and powers under this Indenture, until it shall be indemnified to
its satisfaction against any and all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provisions of
this Indenture, including compensation for services, costs, expenses, outlays,
counsel fees and other disbursements, and against all liability not due to its
negligence or willful misconduct. The Company and the Subsidiary Guarantors
jointly and severally agree to indemnify the Trustee against any loss, liability
or expenses incurred by it arising out of or in connection with the acceptance
and administration of the trust and its duties hereunder as Trustee, Registrar
and/or Paying Agent, including the costs and expenses of enforcing this
Indenture against the Company (including with respect to this Section 7.07) and
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The Trustee
shall notify the Company and the Subsidiary Guarantors of any claim for which it
may seek indemnity; however, unless the position of the Company is prejudiced by
such failure, the failure of the Trustee to promptly notify the Company shall
not limit its right to indemnification. The Company shall defend each such claim
and the Trustee shall cooperate in the defense. The Trustee may retain separate
counsel and the Company shall reimburse the Trustee for the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent.

          Neither the Company nor the Subsidiary Guarantors shall be obligated
to reimburse any expense or indemnify against any loss or liability incurred by
the Trustee through the Trustee's negligence or willful misconduct. To secure
the payment obligations of the Company and the Subsidiary Guarantors in this
Section, the Trustee shall have a claim

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                                                                              69

prior to that of the Holders of the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay principal of and
interest on particular Securities. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinate to any other
liability or Indebtedness of the Company.

          When the Trustee incurs expenses or renders services after the
occurrence of any Event of Default specified in Sections 6.01(8) or (9), the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.

     SECTION 7.08. Replacement of Trustee. The Trustee may resign by so
notifying the Company and the Subsidiary Guarantors. The Holders of a majority
in principal amount of the Securities may remove the Trustee by so notifying the
Trustee, in writing. The Company may remove the Trustee if:

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

               (2) the Trustee is adjudged a bankrupt or an insolvent;

               (3) a receiver or other public officer takes charge of the
          Trustee or its property; or

               (4) the Trustee becomes incapable of acting as Trustee hereunder.

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and the Subsidiary
Guarantors. Immediately after that, the retiring Trustee shall transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07, 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. A successor Trustee shall
mail notice of its succession to each Holder.

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                                                                              70

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in principal amount of the Securities may petition any.
court of competent jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. Any successor Trustee shall comply with
TIA Section 310(a)(5).

     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 assets to, another corporation, the successor corporation
without any further act shall be the successor Trustee; provided such
corporation or association shall be otherwise eligible and qualified under this
Article and shall notify the Company of its successor hereunder.

     SECTION 7.10. Eligibility; Disqualification. This Indenture shall always
have a Trustee which satisfies the requirements of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition. The
Trustee shall also comply with TIA Section 310(b).

     SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with 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 EIGHT

                             DISCHARGE OF INDENTURE

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

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, with respect to
the Securities, elect to exercise its rights pursuant to either Section 8.02 or
8.03 with respect to all outstanding Securities upon compliance with the
conditions set forth below in this Article Eight.

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                                                                              71

     SECTION 8.02. Legal Defeasance and Discharge. Upon the Company's exercise
under Section 8.01 of the option applicable to this Section 8.02, the Company
shall be deemed to have been discharged from its obligations with respect to all
outstanding Securities on the date all conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.05 and the
other Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
(and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of outstanding Securities to receive solely from the trust fund
described in Section 8.04, and as more fully set forth in such Section, payments
in respect of the principal of, premium, if any, and interest on such Securities
when such payments are due, (b) the Company's obligations with respect to such
Securities under Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.04, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith (including, but not limited to, Section
7.07) and (d) this Article Eight. Subject to compliance with this Article Eight,
the Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 with respect to the Securities.

     SECTION 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01 of the option applicable to this Section 8.03, the Company shall be
released from its obligations under the covenants contained in the second
sentence of Section 4.02, Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, and 4.16 and Article Five with respect to the outstanding
Securities on and after the date the conditions set forth below are satisfied
(hereinafter, "Covenant Defeasance"), and the Securities 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 Securities shall
not be deemed outstanding for accounting purposes). For this purpose, such
Covenant Defeasance means that, with respect to the

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                                                                              72

outstanding Securities, the Company 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(5), but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby. In addition, upon the Company's
exercise under Section 8.01 of the option applicable to this Section 8.03,
Sections 6.01(4) through 6.01(9) shall not constitute Events of Default.

     SECTION 8.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to application of either Section 8.02 or Section 8.03 to
the outstanding Securities:

          (a) The Company shall irrevocably have deposited or cause to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 7.10 who shall agree to comply with the provisions of this Article Eight
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (a) cash in U.S. Legal Tender
in an amount, or (b) U.S. Government Securities which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
cash in U.S. Legal Tender in an amount, or (c) a combination thereof, in such
amounts, as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge and which shall be applied by the
Trustee (or other qualifying trustee) to pay and discharge the principal of,
premium, if any, and interest on the outstanding Securities on the Maturity Date
or on the applicable redemption date, as the case may be, of such principal or
installment of principal, premium, if any, or interest and in accordance with
the terms of this Indenture and of such Securities; provided that the Trustee
shall have been irrevocably instructed to apply such money or the proceeds of
such U.S. Government Securities to said payments with respect to the Securities.

          (b) In the case of an election under the Company shall have delivered
to the Trustee Section 8.02, an Opinion of

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                                                                              73

Counsel confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date
hereof, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such opinion shall confirm
that, the Holders of the outstanding Securities 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, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the outstanding Securities 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 with respect to the Securities
shall have occurred and be continuing on the date of such deposit or, insofar as
Subsection 6.01(8) or 6.01(9) is concerned, at any time in the period ending on
the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such period);

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

          (f) In the case of any election under Section 8.02 or 8.03, the
Company shall have delivered to the Trustee an Officers' Certificate stating
that the deposit made by the Company pursuant to its election under Section 8.02
or 8.03 was not made by the Company with the intent of preferring the Holders
over other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding creditors of the Company or others; and

          (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the Legal Defeasance under Section
8.02 or the Covenant Defeasance under Section 8.03 (as the case may

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                                                                              74

be) have been complied with as contemplated by this Section 8.04.

     SECTION 8.05. Deposited Money and U.S. Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06, all money and
U.S. Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 in respect of the outstanding
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company or a Subsidiary
Guarantor, if any, acting as Paying Agent) as the Trustee may determine, to the
Holders of such Securities of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or U.S. Government
Securities deposited pursuant to Section 8.04 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 Securities.

          Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request any money or U.S. Government Securities held by it as provided in
Section 8.04 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)), are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

     SECTION 8.06. Repayment to Company. Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium, if any, or interest on any Security which is not subject
to the last paragraph of Section 8.05 and has remained unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request (unless an abandoned
property law designates another Person) or (if then held by

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                                                                              75

the Company) shall be discharged from such trust; and the Holder of such
Securities shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

     SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any U.S. Legal Tender or U.S. Government Securities in accordance with
Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining, or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or Paying Agent. In the event the
Company's obligations under this Indenture and the Securities are revived and
reinstated pursuant to this Section 8.07, then the obligations of each
Subsidiary Guarantor under its Guarantee and this Indenture that were released
pursuant to Section 10.04 as a result of the Company's exercise of its rights
under this Article Eight shall be revived and reinstated as though such release
had not occurred.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 9.01. Without Consent of Holders.

          The Company, the Subsidiary Guarantors and the Trustee may amend or
supplement this Indenture or the Securities without notice to or consent of any
Holder:

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                                                                              76

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

               (2) to comply with Section 5.01;

               (3) to reflect the addition or release of any Subsidiary
          Guarantor, as provided for by this Indenture;

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

               (5) to make any change that would provide any additional benefit
          or rights to the Holders or that does not adversely affect the rights
          of any Holder in any material respect.

          Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and of each Subsidiary
Guarantor authorizing the execution of any such supplemental indenture, and upon
receipt by the Trustee of the documents described in Section 9.06, the Trustee
shall join with the Company and the Subsidiary Guarantors in the execution of
any supplemental indenture authorized or permitted by the terms of this
Indenture and make any further appropriate agreements and stipulations that may
be therein contained. After an amendment or waiver under this Section becomes
effective, the Company shall mail to the Holders of each Security affected
thereby a notice briefly describing the amendment or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     SECTION 9.02. With Consent of Holders. Except as provided below in this
Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend
this Indenture or the Securities with the written consent (including consents
obtained in connection with a tender offer or exchange offer for Securities or a
solicitation of consents in respect of Securities, provided that in each case
such offer or solicitation is made to all Holders of then outstanding Securities
on equal terms) of the Holders of at least a majority of the principal amount of
the outstanding Securities.

          Upon the request of the Company and the Subsidiary Guarantors,
accompanied by a Board Resolution of the Company and each Subsidiary Guarantor
authorizing the execution of any such supplemental indenture, and upon the
filing with the

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                                                                              77

Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt
by the Trustee of the Opinion of Counsel described in Section 9.06, the Trustee
shall join with the Company and the Subsidiary Guarantors in the execution of
such supplemental indenture.

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

          The Holders of a majority of the principal amount of the outstanding
Securities may waive compliance in a particular instance by the Company or the
Subsidiary Guarantors with any provision of this Indenture or the Securities
(including waivers obtained in connection with a tender offer or exchange offer
for Securities or a solicitation of consents in respect of Securities, provided
that in each case such offer or solicitation is made to all Holders of the then
outstanding Securities on equal terms). However, without the consent of each
Holder affected, an amendment or waiver under this Section may not:

               (1) reduce the percentage of principal amount of Securities whose
          Holders must consent to an amendment, supplement or waiver of any
          provision of this Indenture or the Securities;

               (2) reduce the rate or change the time for payment of interest,
          including default interest, on the Securities;

               (3) reduce the principal amount of any Security or change the
          Maturity Date of the Securities;

               (4) reduce the redemption price, including premium, if any,
          payable upon the redemption of any Security or change the time at
          which any Security may be redeemed;

               (5) reduce the repurchase price, including premium, if any,
          payable upon the repurchase of any Security pursuant to Sections 4.11
          or 4.16, or change the time at which any Security may or shall be
          repurchased thereunder;

               (6) waive a Default or Event of Default in the payment of the
          principal of, premium, if any, or interest on the Securities;

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                                                                              78

               (7) make any Security payable in money other than that stated in
          the Security;

               (8) impair the right to institute suit for the enforcement of
          principal of, premium, if any, or principal on any Security pursuant
          to Sections 6.07 or 6.08, except as limited by Section 6.06; or

               (9) make any change in Section 6.04 or Section 6.07 or in this
          sentence of this Section 9.02.

          The right of any Holder to participate in any consent required or
sought pursuant to any provision of this Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date identified by the Trustee in a notice furnished to Holders in accordance
with the terms of this Indenture.

     SECTION 9.03. Compliance with Trust Indenture Act. Every amendment to or
supplement of this Indenture or the Securities shall comply with the TIA as then
in effect.

     SECTION 9.04. Revocation and Effect of Consents. A consent to an amendment,
supplement or waiver by a Holder of a Security shall bind the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, until an amendment, supplement or waiver becomes
effective, any such Holder or subsequent Holder may revoke the consent as to its
Security or portion of a Security. For such revocation to be effective, the
Trustee must receive the notice of revocation before the date the amendment,
supplement or waiver becomes effective.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver. If the Company elects to fix a record date for such purpose, the record
date shall be fixed at (i) the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation pursuant to Section 2.05, or (ii) such other
date as the Company shall designate. If a record date is fixed, then
notwithstanding the provisions of the immediately preceding paragraph, those
Persons who were

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                                                                              79

Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment or waiver or to 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 unless consent from the Holders of the principal
amount of Securities required hereunder for such amendment or waiver to be
effective also shall have been given and not revoked within such 90-day period.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it makes a change described in any of clauses (1)
through (9) of Section 9.02. In that case the amendment, supplement or waiver
shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.

     SECTION 9.05. Notation on or Exchange of Senior Notes. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security about the changed terms and return it to
the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

     SECTION 9.06. Trustee Protected. The Trustee shall sign any amendment or
supplement or waiver authorized pursuant to this Article if the amendment or
supplement or waiver does not adversely affect the rights of the Trustee. If it
does adversely affect the rights of the Trustee, the Trustee may but need not
sign it. In signing such amendment or supplement or waiver the Trustee shall be
entitled to receive, and (subject to Article Seven) shall be fully protected in
relying upon, an Opinion of Counsel stating that such amendment or supplement or
waiver is authorized or permitted by and complies with this Indenture. The
Company may not sign an amendment or supplement until the Boards of Directors of
the Company and the Subsidiary Guarantors approve it.

                                   ARTICLE TEN

                                   GUARANTEES

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                                                                              80

     SECTION 10.01. Unconditional Guarantee. Each Subsidiary Guarantor hereby,
jointly and severally, fully and unconditionally guarantees, as principal
obligor and not only as surety (such guarantee to be referred to herein as the
"Guarantee"), to each Holder and to the Trustee the due and punctual payment of
the principal of, premium, if any, and interest on the Securities and all other
amounts due and payable under this Indenture and the Securities by the Company
whether at maturity, by acceleration, redemption, repurchase or otherwise,
including, without limitation, interest on the overdue principal of, premium, if
any, and interest on the Securities, to the extent lawful, all in accordance
with the terms hereof and thereof; subject, however, to the limitations set
forth in Section 10.05.

          Failing payment when due of any amount so guaranteed for whatever
reason, the Subsidiary Guarantors will be jointly and severally obligated to pay
the same immediately. Each Subsidiary Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence of
any action to enforce the same, any waiver or consent by any Holder of the
Securities with respect to any provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenants
that this Guarantee will not be discharged except by complete performance of the
obligations contained in the Securities, this Indenture and in this Guarantee.
If any Holder or the Trustee is required by any court or otherwise to return to
the Company, any Subsidiary Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company or any Subsidiary
Guarantor, any amount paid by the Company or any Subsidiary Guarantor to the
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees
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 each Subsidiary Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby

<PAGE>

                                                                              81

may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations as provided in Article Six,
such obligations (whether or not due and payable) shall forthwith become due and
payable by each Subsidiary Guarantor for the purpose of this Guarantee.

     SECTION 10.02. Subsidiary Guarantors May Consolidate, etc., on Certain
Terms. (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary
Guarantor may consolidate or merge with or into (whether or not such Subsidiary
Guarantor is the surviving Person) another Person unless (i) the Person formed
by or surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) assumes all the obligations of such Subsidiary Guarantor under this
Indenture and the Securities pursuant to a supplemental indenture, in a form
reasonably satisfactory to the Trustee, (ii) immediately after such transaction,
no Default or Event of Default exists, (iii) such Subsidiary Guarantor or Person
formed by or surviving any such consolidation or merger will have Consolidated
Tangible Net Worth (immediately after the transaction) equal to or greater than
the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately
preceding the transaction and (iv) the Company will, at the time of such
transaction after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable Reference Period, be permitted to
incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In
connection with any consolidation or merger contemplated by this Section 10.02,
the Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture. This Section 10.02(a) will not prohibit a
merger between Subsidiary Guarantors or a merger between the Company and a
Subsidiary Guarantor.

          (b) In the event of a sale or other disposition of all or
substantially all of the assets of any Subsidiary Guarantor or a sale or other
disposition of al1 of the Capital Stock of such Subsidiary Guarantor, in any
case by way of merger, consolidation or otherwise, then such Subsidiary
Guarantor (in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the Capital Stock of such Subsidiary
Guarantor) or the Person acquiring the assets (in the event of a sale or other
disposition of all or substantially all of

<PAGE>

                                                                              82

the assets of such Subsidiary Guarantor) will be released and relieved of any
obligations under its Guarantees; provided that in the event such sale or
disposition constitutes an Asset Sale, the Net Available Proceeds of such sale
or other disposition are applied in accordance with the provisions of this
Indenture described under Section 4.11.

     SECTION 10.03. Addition of Subsidiary Guarantors. (a) The Company agrees to
cause each Subsidiary that shall become a Restricted Subsidiary after the Issue
Date to execute and deliver a supplemental indenture pursuant to which such
Restricted Subsidiary shall guarantee the payment of the Securities pursuant to
the terms hereof.

          (b) Any Person that was not a Subsidiary Guarantor on the Issue Date
may become a Subsidiary Guarantor by executing and delivering to the Trustee (i)
a supplemental indenture in form and substance satisfactory to the Trustee,
which subjects such Person to the provisions (including the representations and
warranties) of this Indenture as a Subsidiary Guarantor and (ii) an Opinion of
Counsel and Officers' Certificate to the effect that such supplemental indenture
has been duly authorized and executed by such Person and constitutes the legal,
valid and binding obligation of such Person (subject to such customary
exceptions concerning creditors' rights and equitable principles as may be
acceptable to the Trustee in its discretion and provided that no opinion need be
rendered concerning the enforceability of the Guarantee).

     SECTION 10.04. Release of a Subsidiary Guarantor. Upon (i) the sale or
disposition of a Subsidiary Guarantor (or all or substantially all of its
assets) or (ii) the designation of a Subsidiary Guarantor as an Unrestricted
Subsidiary, in each case which is otherwise in compliance with the terms of this
Indenture, including but not limited to the provisions of Section 10.02, such
Subsidiary Guarantor shall be deemed released from all of its Guarantee and
related obligations in this Indenture without any further action by the Trustee,
the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the
Company's election, in compliance with the conditions set forth in Article Eight
hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with
respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed
released from all of its Guarantee and related obligations in this Indenture
without any further action by the Trustee, the Company or any Subsidiary
Guarantor. The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an

<PAGE>

                                                                              83

Officers' Certificate and, in the case of the release of a Subsidiary Guarantor
pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion
of Counsel certifying that such sale or other disposition was made by the
Company in accordance with the provisions of this Indenture. Any Subsidiary
Guarantor not so released remains liable for the full amount of principal of and
interest on the Securities as provided in this Article Ten.

     SECTION 10.05. Limitation of Subsidiary Guarantor's Liability. Each
Subsidiary Guarantor, and by its acceptance hereof each Holder, hereby confirms
that it is the intention of all such parties that the guarantee by such
Subsidiary Guarantor pursuant to its Guarantee not constitute a fraudulent
transfer or conveyance for purposes of any federal, state or foreign law. To
effectuate the foregoing intention, the Holders and each Subsidiary Guarantor
hereby irrevocably agree that the obligations of each Subsidiary Guarantor under
the Guarantee shall be limited to the maximum amount as will, after giving
effect to all other contingent and fixed liabilities of such Subsidiary
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Subsidiary Guarantor in respect of the obligations of
such other Subsidiary Guarantor under its Guarantee or pursuant to Section
10.06, result in the obligations of such Subsidiary Guarantor under the
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
federal, state or foreign law. This Section 10.05 is for the benefit of the
creditors of each Subsidiary Guarantor, and, for purposes of applicable
fraudulent transfer and fraudulent conveyance law, any Indebtedness of a
Subsidiary Guarantor pursuant to Credit Facilities shall be deemed to have been
incurred prior to the incurrence by such Subsidiary Guarantor of its liability
under the Guarantee.

     SECTION 10.06. Contribution. In order to provide for just and equitable
contribution among the Subsidiary Guarantors, the Subsidiary Guarantors agree,
inter se, that in the event any payment or distribution is made by any
Subsidiary Guarantor (a "Funding Guarantor") under the Guarantee, such Funding
Guarantor shall be entitled to a contribution from each other Subsidiary
Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Subsidiary Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by the Funding Guarantor in discharging the Company's
obligations with respect to the Securities or any other Subsidiary Guarantor's
obligations with respect to the Guarantee.

<PAGE>

                                                                              84

     SECTION 10.07. [Intentionally Omitted.]

     SECTION 10.08. Severability. In case any provision of this Guarantee shall
be invalid, illegal or unenforceable, that portion of such provision that is not
invalid, illegal or unenforceable shall remain in effect, and the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

     SECTION 11.01. Trust Indenture Act Controls. Whether prior to or following
the qualification of this Indenture under the TIA, if any provision of this
Indenture limits, qualifies, or conflicts with the duties imposed by operation
of TIA Section 318(c) upon an indenture qualified under the TIA, the imposed
duties shall control under this Indenture.

     SECTION 11.02. Notices. Any notice or communication shall be sufficiently
given if in writing and delivered in person or mailed by certified or registered
mail (return receipt requested), facsimile, telecopier or overnight air courier
guaranteeing next day delivery, addressed as follows:

          If to the Company or any Subsidiary Guarantor:

               Chesapeake Energy Corporation
               6100 North Western Avenue
               Oklahoma City, Oklahoma 73118

               Attention: Chief Financial Officer

          If to the Trustee:

               The Bank of New York
               101 Barclay Street
               8th Floor
               New York, New York 10286

               Attention: Corporate Trust Department

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

          All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when

<PAGE>

                                                                              85

receipt acknowledged, if faxed or telecopied; 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 mailed to a Holder shall be mailed by
first-class mail to the address for such Holder appearing on the registration
books of the Registrar and shall be sufficiently given to such Holder if so
mailed within the time prescribed. 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,
it is duly given, whether or not the addressee receives it. If the Company or
any Subsidiary Guarantor mails notice or communications to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

     SECTION 11.03. Communication by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Securities. The Company, the Subsidiary
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

     SECTION 11.04. Certificate and opinion as to Conditions Precedent. Upon any
request or application by the Company or any Subsidiary Guarantor to the Trustee
to take any action under this Indenture, the Company or such Subsidiary
Guarantor, as the case may be, shall furnish to the Trustee:

               (1) an Officers' Certificate (which shall include the statements
          set forth in Section 11.05) stating that, in the opinion of the
          signers, the conditions precedent, if any, provided for in this
          Indenture relating to the proposed action have been complied with; and

               (2) an Opinion of Counsel stating that, in the opinion of such
          counsel, such conditions precedent have been complied with.

     SECTION 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

<PAGE>

                                                                              86

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

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

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

     SECTION 11.06. Rules by Trustee and Agents. The Trustee may make reasonable
rules for actions taken by, or meetings or consents of, Holders. The Registrar
or Paying Agent may make reasonable rules for its functions.

     SECTION 11.07. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday,
or a day on which banks and trust companies in the City of New York are not
required by law or executive order to be open. If a payment date is a Legal
Holiday at a place of payment, payment may be made at the place on the next
succeeding day that is not a Legal Holiday, without additional interest.

     SECTION 11.08. Governing Law. THIS INDENTURE AND THE SECURITIES AND THE
GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE LAWS OF THE STATE OF NEW YORK
WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION REGARDING THE
VALIDITY OF THE SECURITIES.

     SECTION 11.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company, any Subsidiary Guarantor or any other Subsidiary. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

     SECTION 11.10. No Recourse Against Others. All liability described in
Paragraph 22 of the Securities of any director, officer, employee or
stockholder, as such, of the Company, the Subsidiary Guarantors or the Trustee
is waived and released.

<PAGE>

                                                                              87

     SECTION 11.11. Successors. All agreements of the Company and the Subsidiary
Guarantors in this Indenture, the Securities and the Guarantees shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successor.

     SECTION 11.12. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same instrument.

     SECTION 11.13. Severability. In case any provision in this Indenture or in
the Securities 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, and a Holder shall have no claim therefor against
any party hereto.

<PAGE>

                                                                              88

                                   SIGNATURES

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first written above.

                                        CHESAPEAKE ENERGY CORPORATION


                                        By: /s/ Marcus C. Rowland
                                           -------------------------------------
                                           Name: Marcus C. Rowland
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

                                        SUBSIDIARY GUARANTORS:

                                        THE AMES COMPANY, L.L.C.
                                        CHESAPEAKE ACQUISITION, L.L.C.
                                        CHESAPEAKE ROYALTY, L.L.C.
                                        NOMAC DRILLING CORPORATION
                                        CHESAPEAKE ENERGY LOUISIANA CORPORATION
                                        CHESAPEAKE OPERATING, INC.
                                        CHESAPEAKE MOUNTAIN FRONT, L.L.C.
                                        GOTHIC ENERGY, L.L.C.
                                        GOTHIC PRODUCTION, L.L.C.
                                        CARMEN ACQUISITION, L.L.C.
                                        SAP ACQUISITION, L.L.C.
                                        CHESAPEAKE KNAN ACQUISITION, L.L.C.
                                        CHESAPEAKE ENO ACQUISITION, L.L.C.
                                        CHESAPEAKE EP CORPORATION
                                        CHESAPEAKE DELTA CORP.
                                        CHESAPEAKE FOCUS, L.L.C.
                                        CHESAPEAKE ORC, L.L.C.


                                        By: /s/ Marcus C. Rowland
                                           -------------------------------------
                                           Name: Marcus C. Rowland
                                           Title: Vice President

                                        CHESAPEAKE EXPLORATION LIMITED
                                           PARTNERSHIP
                                        CHESAPEAKE LOUISIANA, L.P.
                                        CHESAPEAKEPANHANDLE LIMITED
                                           PARTNERSHIP
                                        CHESAPEAKE-STAGHORN ACQUISITION L. P.

<PAGE>

                                                                              89

                                        CHESAPEAKE SIGMA, L.P.


                                           By Chesapeake Operating, Inc., as
                                              general partner of each respective
                                              entity


                                           By: /s/ Marcus C. Rowland
                                              ----------------------------------
                                              Name: Marcus C. Rowland
                                              Title: Vice President

<PAGE>

                                                                              90

                                        THE BANK OF NEW YORK, as Trustee


                                        By: /s/ Louis P. Young
                                           -------------------------------------
                                           Name: Louis P. Young


<PAGE>

                                                                              91

                                                 RULE 144A/REGULATION S APPENDIX

                   PROVISIONS RELATING TO INITIAL SECURITIES,
                           PRIVATE EXCHANGE SECURITIES
                             AND EXCHANGE SECURITIES

     1. Definitions

     1.1 Definitions

     For the purposes of this Appendix the following terms shall have the
meanings indicated below:

          "Depository" means The Depository Trust Company, its nominees and
their respective successors.

          "Exchange Securities" means (1) the 7.50% Senior Notes due 2013 issued
pursuant to the Indenture in connection with the Registered Exchange Offer
pursuant to a Registration Rights Agreement and (2) Additional Securities, if
any, issued pursuant to a registration statement filed with the SEC under the
Securities Act.

          "Initial Purchasers" means (1) with respect to the Initial Securities
issued on the Issue Date, collectively, Salomon Smith Barney Inc., Bear, Stearns
& Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., Morgan Stanley
& Co. Incorporated, BNP Paribas Securities Corp., Credit Lyonnais Securities
(USA) Inc. and TD Securities (USA) Inc. and (2) with respect to each issuance of
Additional Securities, the Persons purchasing such Additional Securities under
the related Purchase Agreement.

          "Initial Securities" means (1) $300 million aggregate principal amount
of 7.50% Senior Notes due 2013 issued on the Issue Date and (2) Additional
Securities, if any, issued in one or more transactions exempt from the
registration requirements of the Securities Act.

          "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
each Initial Purchaser, in exchange for the Initial Securities held by the
Initial Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.

<PAGE>

                                                                              92

          "Private Exchange Securities" means any 7.50% Senior Notes due 2013
issued in connection with a Private Exchange.

          "Purchase Agreement" means (1) with respect to the Initial Securities
issued on the Issue Date, the Purchase Agreement dated February 28, 2003, among
the Company, the Subsidiary Guarantors and the Initial Purchasers, and (2) with
respect to each issuance of Additional Securities, the purchase agreement or
underwriting agreement among the Company, the Subsidiary Guarantors and the
Persons purchasing such Additional Securities.

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

          "Registered Exchange Offer" means the offer by the Company, pursuant
to a Registration Rights Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for the Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.

          "Registration Rights Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Registration Rights Agreement dated
March 5, 2003, among the Company, the Subsidiary Guarantors and the Initial
Purchasers, and (2) with respect to each issuance of Additional Securities
issued in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the Company,
the Subsidiary Guarantors and the Persons purchasing such Additional Securities
under the related Purchase Agreement.

          "Securities" means the Initial Securities, the Exchange Securities and
the Private Exchange Securities, treated as a single class.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.

          "Shelf Registration Statement" means the registration statement issued
by the Company in connection with the offer and sale of Initial Securities or
Private Exchange Securities pursuant to a Registration Rights Agreement.

<PAGE>

                                                                              93

          "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend set forth in Section 2.3(b) hereto.

     1.2  Other Definitions

                                                                      Defined in
Term                                                                   Section:
----                                                                  ----------

"Agent Members"....................................................     2.1(b)
"Global Security"..................................................     2.1(a)
"Regulation S".....................................................     2.1(a)
"Restricted Global Security".......................................     2.1(a)
"Rule 144A"........................................................     2.1(a)

     2.   The Securities.

     2.1 (a) Form and Dating. Initial Securities offered and sold to a QIB in
reliance on Rule 144A under the Securities Act ("Rule 144A") or in reliance on
Regulation S under the Securities Act ("Regulation S"), in each case as provided
in a Purchase Agreement, and Private Exchange Securities, as provided in a
Registration Rights Agreement, shall be issued initially in the form of one or
more permanent global Securities in definitive, fully registered form without
interest coupons with the global securities legend and restricted securities
legend set forth in Exhibit 1 hereto (each, a "Restricted Global Security"),
which shall be deposited on behalf of the purchasers of the Initial Securities
represented thereby with the Trustee, at its principal corporate trust office,
as Securities Custodian, and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided. Exchange Securities shall be issued in global form (with the global
securities legend set forth in Exhibit 1 hereto) or in certificated form at the
option of the Holders thereof from time to time. Exchange Securities issued in
global form and Restricted Global Securities are sometimes referred to in this
Appendix as "Global Securities."

          (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Security deposited with or on behalf of the Depository.

<PAGE>

                                                                              94

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of such Depository and (b)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions or held by the Trustee as Securities Custodian.

          Members of, or participants in, the Depository ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depository or by the Trustee as Securities Custodian or
under such Global Security, and the Company, the Trustee and any agent of the
Company or the Trustee shall be entitled to treat the Depository as the absolute
owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as between
the Depository and its Agent Members, the operation of customary practices of
such Depository governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

          (c) Certificated Securities. Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Restricted Global
Securities shall not be entitled to receive physical delivery of certificated
Securities.

     2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the
Issue Date, an aggregate principal amount of $300 million 7.50% Senior Notes due
2013, (2) from time to time after the Issue Date, any Additional Securities for
an original issue in an aggregate principal amount specified in the written
order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange
Securities or Private Exchange Securities for issue only in a Registered
Exchange Offer or a Private Exchange, respectively, pursuant to a Registration
Rights Agreement, for a like principal amount of Initial Securities, in each
case upon a written order of the Company signed by two Officers or by an Officer
and either the Secretary, an Assistant Treasurer or an Assistant Secretary of
the Company. Such order shall specify the amount of the Securities to be
authenticated and the date on which the original issue of Securities is to be
authenticated and, in the case of any issuance of Additional Securities pursuant
to Section 2.13 of the Indenture, shall

<PAGE>

                                                                              95

certify that such issuance is in compliance with Section 4.09(a) of the
Indenture.

     2.3  Transfer and Exchange.

          (a) Transfer and Exchange of Global Securities. (i) The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor. A transferor of a beneficial interest in a Global Security
shall deliver to the Registrar a written order given in accordance with the
Depository's procedures containing information regarding the participant account
of the Depository to be credited with a beneficial interest in the Global
Security. The Registrar shall, in accordance with such instructions instruct the
Depository to credit to the account of the Person specified in such instructions
a beneficial interest in the Global Security and to debit the account of the
Person making the transfer the beneficial interest in the Global Security being
transferred.

          (ii) Notwithstanding any other provisions of this Appendix (other than
the provisions set forth in Section 2.4), a Global Security may not be
transferred as a whole except by the Depository to a nominee of the Depository
or by a nominee of the Depository to the Depository or another nominee of the
Depository or by the Depository or any such nominee to a successor Depository or
a nominee of such successor Depository.

          (iii) In the event that a Restricted Global Security is exchanged for
Securities in certificated registered form pursuant to Section 2.4 of this
Appendix, prior to the consummation of a Registered Exchange Offer or the
effectiveness of a Shelf Registration Statement with respect to such Securities,
such Securities may be exchanged only in accordance with such procedures as are
substantially consistent with the provisions of this Section 2.3 (including the
certification requirements set forth on the reverse of the Initial Securities
intended to ensure that such transfers comply with Rule 144A or Regulation S, as
the case may be) and such other procedures as may from time to time be adopted
by the Company.

          (b) Legend.

          (i) Except as permitted by the following paragraphs (ii), (iii) and
     (iv), until the expiration of

<PAGE>

                                                                              96

     the applicable holding period with respect to the Securities set forth in
     Rule 144(k) of the Securities Act, each Security certificate evidencing the
     Restricted Global Securities (and all Securities issued in exchange
     therefor or in substitution thereof) shall bear a legend in substantially
     the following form:

          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
          TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933
          (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS
          HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE
          EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
          PROVIDED BY RULE 144A THEREUNDER.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
          (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
          TRANSFERRED, ONLY (I) THE COMPANY, (II) IN THE UNITED STATES TO A
          PERSON WHOM 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, (III) OUTSIDE
          THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
          904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM
          REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
          (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN
          ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
          UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
          REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
          RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

          (ii) Upon any sale or transfer of a Transfer Restricted Security
     (including any Transfer Restricted Security represented by a Restricted
     Global Security) pursuant to Rule 144 under the Securities Act, the
     Registrar shall permit the transferee thereof to exchange such Transfer
     Restricted Security for a certificated Security that does not bear the
     legend set forth above and rescind any restriction on the transfer of such
     Transfer Restricted Security, if the transferor thereof certifies in
     writing to the Registrar that such

<PAGE>

                                                                              97

     sale or transfer was made in reliance on Rule 144 (such certification to be
     in the form set forth on the reverse of the Security).

          (iii) After a transfer of any Initial Securities or Private Exchange
     Securities pursuant to and during the period of the effectiveness of a
     Shelf Registration Statement with respect to such Initial Securities or
     Private Exchange Securities, as the case may be, all requirements
     pertaining to legends on such Initial Security or such Private Exchange
     Security will cease to apply, the requirements requiring any such Initial
     Security or such Private Exchange Security issued to certain Holders be
     issued in global form will cease to apply, and a certificated Initial
     Security or Private Exchange Security or an Initial Security or Private
     Exchange Security in global form, in each case without restrictive transfer
     legends, will be available to the transferee of the Holder of such Initial
     Securities or Private Exchange Securities upon exchange of such
     transferring Holder's certificated Initial Security or Private Exchange
     Security or directions to transfer such Holder's interest in the Global
     Security, as applicable.

          (iv) Upon the consummation of a Registered Exchange Offer with respect
     to the Initial Securities, all requirements pertaining to such Initial
     Securities that Initial Securities issued to certain Holders be issued in
     global form will still apply with respect to Holders of such Initial
     Securities that do not exchange their Initial Securities, and Exchange
     Securities in certificated or global form will be available to Holders that
     exchange such Initial Securities in such Registered Exchange Offer.

          (v) Upon the consummation of a Private Exchange with respect to the
     Initial Securities, all requirements pertaining to such Initial Securities
     that Initial Securities issued to certain Holders be issued in global form
     will still apply with respect to Holders of such Initial Securities that do
     not exchange their Initial Securities, and Private Exchange Securities in
     global form with the global securities legend and the Restricted Securities
     Legend set forth in Exhibit 1 hereto will be available to Holders that
     exchange such Initial Securities in such Private Exchange.

          (c) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
certificated Securities,

<PAGE>

                                                                              98

redeemed, purchased or canceled, such Global Security shall be returned to the
Depository for cancelation or retained and canceled by the Trustee. At any time
prior to such cancelation, if any beneficial interest in a Global Security is
exchanged for certificated Securities, redeemed, purchased or canceled, the
principal amount of Securities represented by such Global Security shall be
reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Securities Custodian for such Global Security) with respect
to such Global Security, by the Trustee or the Securities Custodian, to reflect
such reduction.

          (d) Obligations with Respect to Transfers and Exchanges of Securities.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate certificated Securities
     and Global Securities at the Registrar's or co-registrar's request.

          (ii) No service charge shall be made for any registration of transfer
     or exchange, but the Company may require payment of a sum sufficient to
     cover any transfer tax, assessments, or similar governmental charge payable
     in connection therewith (other than any such transfer taxes, assessments or
     similar governmental charge payable upon exchange or transfer pursuant to
     Sections 3.06 and 4.16 of the Indenture).

          (iii) The Registrar or co-registrar shall not be required to register
     the transfer of or exchange of any Security for a period beginning 15
     Business Days before the mailing of a notice of an offer to repurchase or
     redeem Securities or 15 Business Days before an interest payment date.

          (iv) Prior to the due presentation for registration of transfer of any
     Security, the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar may deem and treat the person in whose name a Security is
     registered as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such Security and for all
     other purposes whatsoever, whether or not such Security is overdue, and
     none of the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.

          (v) All Securities issued upon any transfer or exchange pursuant to
     the terms of this Indenture shall

<PAGE>

                                                                              99

     evidence the same debt and shall be entitled to the same benefits under
     this Indenture as the Securities surrendered upon such transfer or
     exchange.

          (e) No Obligation of the Trustee.

          (i) The Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, Agent Member or other Person with
     respect to the accuracy of the records of the Depository or its nominee or
     of any Agent Member, with respect to any ownership interest in the
     Securities or with respect to the delivery to any Agent Member, beneficial
     owner or other Person (other than the Depository) of any notice (including
     any notice of redemption) or the payment of any amount, under or with
     respect to such Securities. All notices and communications to be given to
     the Holders and all payments to be made to Holders under the Securities
     shall be given or made only to or upon the order of the registered Holders
     (which shall be the Depository or its nominee in the case of a Global
     Security). The rights of beneficial owners in any Global Security shall be
     exercised only through the Depository subject to the applicable rules and
     procedures of the Depository. The Trustee may rely and shall be fully
     protected in relying upon information furnished by the Depository with
     respect to its Agent Member and any beneficial owners.

          (ii) 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 Security (including any transfers between
     or among Agent Members or beneficial owners in any Global Security) other
     than to require delivery of such certificates 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.

     2.4 Certificated Securities.

               (a) A Restricted Global Security deposited with the Depository or
     with the Trustee as Securities Custodian pursuant to Section 2.1 shall be
     transferred to the beneficial owners thereof in the form of certificated
     Securities in an aggregate principal amount

<PAGE>

                                                                             100

     equal to the principal amount of such Global Security, in exchange for such
     Global Security, only if such transfer complies with Section 2.3 and (i)
     the Depository notifies the Company that it is unwilling or unable to
     continue as Depository for such Restricted Global Security or if at any
     time such Depository ceases to be a "clearing agency" registered under the
     Exchange Act and a successor depositary is not appointed by the Company
     within 90 days of such notice or (ii) an event of default has occurred and
     is continuing or (iii) the Company, in its sole discretion, notifies the
     Trustee in writing that it elects to cause the issuance of certificated
     Securities under this Indenture.

          (b) Any Restricted Global Security that is transferable to the
beneficial owners thereof pursuant to this Section shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the
Borough of Manhattan, The City of New York, to be so transferred, in whole or
from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Restricted Global
Security, an equal aggregate principal amount of certificated Initial Securities
of authorized denominations. Any portion of a Restricted Global Security
transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 principal amount and any integral
multiple thereof and registered in such names as the Depository shall direct.
Any certificated Initial Security or Private Exchange Security delivered in
exchange for an interest in the Restricted Global Security shall, except as
otherwise provided by Section 2.3(b), bear the restricted securities legend set
forth in Exhibit 1 hereto.

          (c) Subject to the provisions of Section 2.4(b), the registered Holder
of a Global Security shall be entitled to grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

          (d) In the event of the occurrence of any of the events specified in
Section 2.4(a), the Company shall promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.

<PAGE>

                                                                             101

                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX

                           [FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY TO
(I) THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM 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, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN

<PAGE>

                                                                             102

ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

<PAGE>

                                                                             103

No.                                                                  CUSIP NO.
$                                                                     ISIN NO.

                           7.50% Senior Notes due 2013

          Chesapeake Energy Corporation, an Oklahoma corporation, promises to
pay to CEDE & CO., or registered assigns, the principal sum of
                                                              ------------------
                                                                      Dollars on
---------------------------------------------------------------------
September 15, 2013.

          Interest Payment Dates: March 15 and September 15 (commencing
September 15, 2003/1/)

          Record Dates: March 1 and September 1

          Additional provisions of this Security are set forth on the other side
of this Security.

Dated:

                                        CHESAPEAKE ENERGY CORPORATION


                                        by
                                           -------------------------------------
                                            Name:
                                            Title:


                                        by
                                           -------------------------------------
                                            Name:
                                            Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION


THE BANK OF NEW YORK,
     as Trustee, certifies that
     this is one of the Securities
     referred to in the Indenture.


by
   ------------------------------------

---------------------------------------

     /1/ Or such later date as is appropriate in the case of Additional
Securities.

<PAGE>

                                                                             104

     Authorized Signatory

<PAGE>

                                                                             105

                       [REVERSE SIDE OF INITIAL SECURITY]

                           7.50% Senior Note due 2013

1.   Interest

          Chesapeake Energy Corporation, an Oklahoma corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 2.00%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured. The
Company will pay interest semiannually on March 15 and September 15 of each
year, commencing September 15, 2003. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from March 5, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

2.   Method of Payment

          The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 1 or September 1 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Security (including principal, premium and interest) by mailing a
check to the registered address of each Holder thereof; provided, however,

<PAGE>

                                                                             106

that payments on a certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3.   Paying Agent and Registrar

          Initially, The Bank of New York, a New York corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.   Indenture

          The Company issued the Securities under an Indenture dated as of March
5, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Holders are referred to the Indenture and the Act for a statement of those
terms.

          The Company shall be entitled, subject to its compliance with Section
4.09(a) of the Indenture, to issue Additional Securities pursuant to Section
2.13 of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture.

5.   Optional Redemption

          The Securities may be redeemed at the option of the Company, in whole
or from time to time in part, at any time on or after September 15, 2008, at the
redemption prices set forth below (expressed as a percentage of the principal
amount of the Securities to be redeemed), together with accrued and unpaid
interest on the Securities so redeemed to the

<PAGE>

                                                                             107

redemption date, if redeemed during the 12-month period commencing on September
15 of the years indicated below:

                                                                      Redemption
Year                                                                     Price
----                                                                  ----------

2008 ..............................................................    103.750%
2009 ..............................................................    102.500%
2010 ..............................................................    101.250%
2011 and thereafter ...............................................    100.000%

          Any redemption pursuant to this paragraph 5 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of
the Indenture.

6.   Equity Offering Redemption

          In the event the Company consummates one or more Equity Offerings on
or prior to September 15, 2006, the Company may redeem, in its sole discretion,
up to 35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) with all or a portion of the aggregate net
proceeds received by the Company from any such Equity Offering or Equity
Offerings at a redemption price of 107.500% of the aggregate principal amount of
the Securities so redeemed, plus accrued and unpaid interest on the Securities
so redeemed to the redemption date; provided, however, that (i) the date of any
such redemption occurs within the 90-day period after the Equity Offering in
respect of which such redemption is made and (ii) following each such
redemption, at least 65% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) remains outstanding. Any
redemption pursuant to this paragraph 6 shall be made, to the extent applicable,
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

7.   Make-Whole Price Redemption

          At any time prior to September 15, 2008, the Company may, at its
option, redeem all or any portion of the Securities at the "Make-Whole Price"
(as defined in the Indenture) plus accrued and unpaid interest on the Securities
so redeemed to the date of redemption. Any redemption pursuant to this paragraph
7 shall be made, to the extent applicable, pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.

8.   Notice of Redemption

<PAGE>

                                                                             108

          Notice of redemption will be mailed to the Holder's registered address
at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed. If less than all Securities are to be
redeemed, the Trustee shall select pro rata, by lot or, if the Securities are
listed on any securities exchange, by any other method that the Trustee
considers fair and appropriate and that complies with the requirements of such
exchange, the Securities to be redeemed in multiples of $1,000; provided,
however, that no Securities with a principal amount of $1,000 or less will be
redeemed in part. Securities in denominations larger than $1,000 may be redeemed
in part. On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption (unless the Company shall
default in the payment of the redemption price or accrued interest).

9.   Change of Control Offer

          In the event of a Change of Control of the Company, the Company shall
be required to make an offer to purchase all or any portion of each Holder's
Securities, at 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase.

10.  Net Proceeds Offer

          In the event of certain Asset Sales (and Sale/Leaseback Transactions),
the Company may be required to make a Net Proceeds Offer to purchase all or any
portion of each Holder's Securities, at 100% of the principal amount thereof,
plus accrued and unpaid interest to the Net Proceeds Payment Date.

11.  Restrictive Covenants

          The Indenture imposes certain limitations on, among other things, the
ability of the Company to merge or consolidate with any other Person or sell,
lease or otherwise transfer all or substantially all of its properties or
assets, the ability of the Company or the Restricted Subsidiaries to dispose of
assets, to pay dividends and make certain other distributions and payments, to
make certain investments or redeem, retire, repurchase or acquire for value
shares of Capital Stock, to incur additional Indebtedness or incur encumbrances
against certain property and to enter into certain transactions with Affiliates,
all subject to certain limitations described in the Indenture.

12.  Ranking and Guarantees

<PAGE>

                                                                             109

          The Securities are general senior unsecured obligations of the
Company. The Company's obligation to pay principal, premium, if any, and
interest with respect to the Securities is unconditionally guaranteed on a
senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to
Article Ten of the Indenture. Certain limitations to the obligations of the
Subsidiary Guarantors are set forth in further detail in the Indenture.

13.  Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 Business Days before the mailing of a notice of an
offer to repurchase or redeem Securities or 15 Business Days before an interest
payment date.

14.  Persons Deemed Owners

          The registered Holder of this Security may be treated as the owner of
it for all purposes.

15.  Unclaimed Money

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

16.  Discharge and Defeasance

          Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Securities for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

17.  Amendment, Supplement, Waiver

<PAGE>

                                                                             110

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
of the outstanding principal amount of the Securities, and any past default or
noncompliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the Securities. Without the consent of any
Holder, the Company may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency or to make any
change that does not adversely affect the rights of any Holder in any material
respect.

19.  Successor Corporation

          When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

20.  Defaults and Remedies

          An Event of Default generally is: default by the Company or any
Subsidiary Guarantor for 30 days in payment of interest on the Securities;
default by the Company or any Subsidiary Guarantor in payment of principal of,
or premium, if any, on the Securities; default by the Company or any Subsidiary
Guarantor in the deposit of any optional redemption or repurchase payment when
due and payable; defaults resulting in acceleration prior to maturity of certain
other Indebtedness or resulting from payment defaults under certain other
Indebtedness; failure by the Company or any Subsidiary Guarantor for 45 days
after notice to comply with any of its other agreements in the Indenture;
certain final judgments against the Company or Subsidiaries; a failure of any
Guarantee of a Subsidiary Guarantor to be in full force and effect or denial by
any Subsidiary Guarantor of its obligations with respect thereto; and certain
events of bankruptcy or insolvency. Subject to certain limitations in the
Indenture, if an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Securities
may declare all the Securities to be due and payable immediately, except that in
the case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization, all outstanding Securities shall become due and
payable immediately without further action or notice. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in

<PAGE>

                                                                             111

principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Company must furnish an annual compliance certificate to the
Trustee.

21.  Trustee Dealings with Company and Subsidiary Guarantors

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company, the Subsidiary Guarantors or their respective Subsidiaries or
Affiliates with the same rights it would have if it were not Trustee.

22.  No Recourse Against Others

          A director, officer, employee or stockholder, as such, of the Company,
any Subsidiary Guarantor or the Trustee shall not have any liability for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Security.

23.  Authentication

          This Security shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on the other side
of this Security.

24.  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).

25.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

26.  Holders' Compliance with Registration Rights Agreement

<PAGE>

                                                                             112

          Each Holder of this Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

27.  Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE
LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES.

<PAGE>

                                                                             113

          The Company will furnish to any Holder upon written request and
without charge to the Security holder a copy of the Indenture and a copy of the
Registration Rights Agreement. Requests may be made to:

          Chesapeake Energy Corporation
          611 North Western Avenue
          Oklahoma City, OK 73118

          Attention: Chief Financial Officer

<PAGE>

                                                                             114

--------------------------------------------------------------------------------

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

               (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint                                    agent to transfer
                        ----------------------------------
this Security on the books of the Company. The agent may substitute another to
act for him.

--------------------------------------------------------------------------------

Date:                           Your Signature:
      -------------------------                 --------------------------------

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)  [ ]    to the Company; or

     (2)  [ ]    pursuant to an effective registration statement under the
                 Securities Act of 1933; or

     (3)  [ ]    inside the United States to a "qualified institutional buyer"
                 (as defined in Rule 144A under the Securities Act of 1933) that
                 purchases for its own account or for the

<PAGE>

                                                                             115

                 account of a qualified institutional buyer to whom notice is
                 given that such transfer is being made in reliance on Rule
                 144A, in each case pursuant to and in compliance with Rule 144A
                 under the Securities Act of 1933; or

     (4)  [ ]    outside the United States in an offshore transaction within the
                 meaning of Regulation S under the Securities Act in compliance
                 with Rule 904 under the Securities Act of 1933; or

     (5)  [ ]    pursuant to the exemption from registration provided by Rule
                 144 under the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
     of the Securities evidenced by this certificate in the name of any person
     other than the registered holder thereof; provided, however, that if box
     (4) or (5) is checked, the Trustee shall be entitled to require, prior to
     registering any such transfer of the Securities, such legal opinions,
     certifications and other information as the Company has reasonably
     requested to confirm that such transfer is being made pursuant to an
     exemption from, or in a transaction not subject to, the registration
     requirements of the Securities Act of 1933, such as the exemption provided
     by Rule 144 under such Act.


                                            ------------------------------------
                                            Signature


Signature Guarantee:


--------------------------------------      ------------------------------------
Signature must be guaranteed                Signature

     Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

--------------------------------------------------------------------------------

<PAGE>

                                                                             116

     TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.


Dated:
      ----------------------                ------------------------------------
                                            NOTICE: To be executed by
                                                    an executive officer

<PAGE>

                                                                             117

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                            Principal amount of       Signature of
           Amount of decrease in   Amount of increase in   this Global Security    authorized officer
Date of     Principal amount of     Principal amount of       following such          of Trustee or
Exchange   this Global Security    this Global Security    decrease or increase)   Securities Custodian
--------   ---------------------   ---------------------   ---------------------   --------------------
<S>        <C>                     <C>                     <C>                     <C>
</TABLE>

<PAGE>

                                                                             118

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased by the Company
pursuant to Section 4.11 or 4.16 of the Indenture, check the box:

                                     [___]

     If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in
principal amount: $


Date:                        Your Signature:
     ------------                           ------------------------------------
                                            (Sign exactly as your name appears
                                            on the other side of this Security.)


Signature Guarantee:
                     -----------------------------------------------------------
               (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<PAGE>

                                                                             119

                                                                     EXHIBIT A-1

                           [FACE OF EXCHANGE SECURITY
                          OR PRIVATE EXCHANGE SECURITY]

*/**/

----------
*/If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".

**/If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the
Assignment Form included in this Exhibit A with the Assignment Form included in
such Exhibit 1.

<PAGE>

                                                                             120

No.                                                                    CUSIP NO.
$                                                                       ISIN NO.

                           7.50% Senior Notes due 2013

          Chesapeake Energy Corporation, an Oklahoma corporation, promises to
pay to CEDE & CO., or registered assigns, the principal sum of
                                                               -----------------
                                                                      Dollars on
---------------------------------------------------------------------
September 15, 2013.

          Interest Payment Dates: March 15 and September 15
(commencing ______________________)

          Record Dates: March 1 and September 1

          Additional provisions of this Security are set forth on the other side
of this Security.

Dated:

                                        CHESAPEAKE ENERGY CORPORATION


                                        by
                                           -------------------------------------
                                           Name:
                                           Title:


                                        by
                                           -------------------------------------
                                           Name:
                                           Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK,
   as Trustee, certifies that
   this is one of the Securities
   referred to in the Indenture.


by
    -------------------------------
    Authorized Signatory

<PAGE>

                                                                             121

                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY
                         OR PRIVATE EXCHANGE SECURITY]

                           7.50% Senior Note due 2013

1.   Interest

          Chesapeake Energy Corporation, an Oklahoma corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Security at a rate of
0.50% per annum (increasing by an additional 0.50% per annum after each
consecutive 90-day period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of 2.00%) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.** The
Company will pay interest semiannually on 15 and September 15 of each year,
commencing September 15, 2003. Interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from March 5, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

2.   Method of Payment

          The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 1 or September 1 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all

----------
    *     *Insert if at the date of issuance of the Exchange Security or Private
Exchange Security (as the case may be) any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.

<PAGE>

                                                                             122

payments in respect of a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on a certificated Security will be made by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written
notice to the Trustee or the Paying Agent to such effect designating such
account no later than 30 days immediately preceding the relevant due date for
payment (or such other date as the Trustee may accept in its discretion).

3.   Paying Agent and Registrar

          Initially, The Bank of New York, a New York corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice. The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4.   Indenture

          The Company issued the Securities under an Indenture dated as of March
5, 2003 ("Indenture"), among the Company, the Subsidiary Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 7aaa-77bbbb) as in effect on the date of the Indenture (the
"Act"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Holders are referred to the Indenture and the Act for a statement of those
terms.

          The Company shall be entitled, subject to its compliance with Section
4.09(a) of the Indenture, to issue Additional Securities pursuant to Section
2.13 of the Indenture. The Initial Securities issued on the Issue Date, any
Additional Securities and all Exchange Securities or Private Exchange Securities
issued in exchange therefor will be treated as a single class for all purposes
under the Indenture.

5.   Optional Redemption

          The Securities may be redeemed at the option of the Company, in whole
or from time to time in part, at any time on or after September 15, 2008, at the
redemption prices set forth below (expressed as a percentage of the principal
amount of the Securities to be redeemed), together with accrued and unpaid
interest on the Securities so redeemed to the redemption date, if redeemed
during the 12-month period commencing on September 15 of the years indicated
below:

<PAGE>

                                                                             123

                                                                      Redemption
Year                                                                     Price
----                                                                  ----------

2008 ..............................................................    103.750%
2009 ..............................................................    102.500%
2010 ..............................................................    101.250%
2011 and thereafter ...............................................    100.000%

          Any redemption pursuant to this paragraph 5 shall be made, to the
extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 of
the Indenture.

6.   Equity Offering Redemption

          In the event the Company consummates one or more Equity Offerings on
or prior to September 15, 2006, the Company may redeem, in its sole discretion,
up to 35% of the aggregate principal amount of the Securities (which includes
Additional Securities, if any) with all or a portion of the aggregate net
proceeds received by the Company from any such Equity Offering or Equity
Offerings at a redemption price of 107.500% of the aggregate principal amount of
the Securities so redeemed, plus accrued and unpaid interest on the Securities
so redeemed to the redemption date; provided, however, that (i) the date of any
such redemption occurs within the 90-day period after the Equity Offering in
respect of which such redemption is made and (ii) following each such
redemption, at least 65% of the aggregate principal amount of the Securities
(which includes Additional Securities, if any) remains outstanding. Any
redemption pursuant to this paragraph 6 shall be made, to the extent applicable,
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

7.   Make-Whole Price Redemption

          At any time prior to September 15, 2008, the Company may, at its
option, redeem all or any portion of the Securities at the "Make-Whole Price"
(as defined in the Indenture) plus accrued and unpaid interest on the Securities
so redeemed to the date of redemption. Any redemption pursuant to this paragraph
7 shall be made, to the extent applicable, pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.

8.   Notice of Redemption

          Notice of redemption will be mailed to the Holder's registered address
at least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed. If less than all Securities are to be
redeemed, the Trustee shall select pro rata, by lot or, if the Securities are

<PAGE>

                                                                             124

listed on any securities exchange, by any other method that the Trustee
considers fair and appropriate and that complies with the requirements of such
exchange, the Securities to be redeemed in multiples of $1,000; provided,
however, that no Securities with a principal amount of $1,000 or less will be
redeemed in part. Securities in denominations larger than $1,000 may be redeemed
in part. On and after the redemption date, interest ceases to accrue on
Securities or portions of them called for redemption (unless the Company shall
default in the payment of the redemption price or accrued interest).

9.   Change of Control Offer

          In the event of a Change of Control of the Company, the Company shall
be required to make an offer to purchase all or any portion of each Holder's
Securities, at 101% of the principal amount thereof, plus accrued and unpaid
interest to the date of purchase.

10.  Net Proceeds Offer

          In the event of certain Asset Sales (and Sale/Leaseback Transactions),
the Company may be required to make a Net Proceeds Offer to purchase all or any
portion of each Holder's Securities, at 100% of the principal amount thereof,
plus accrued and unpaid interest to the Net Proceeds Payment Date.

11.  Restrictive Covenants

          The Indenture imposes certain limitations on, among other things, the
ability of the Company to merge or consolidate with any other Person or sell,
lease or otherwise transfer all or substantially all of its properties or
assets, the ability of the Company or the Restricted Subsidiaries to dispose of
assets, to pay dividends and make certain other distributions and payments, to
make certain investments or redeem, retire, repurchase or acquire for value
shares of Capital Stock, to incur additional Indebtedness or incur encumbrances
against certain property and to enter into certain transactions with Affiliates,
all subject to certain limitations described in the Indenture.

12.  Ranking and Guarantees

          The Securities are general senior unsecured obligations of the
Company. The Company's obligation to pay principal, premium, if any, and
interest with respect to the Securities is unconditionally guaranteed on a
senior basis, jointly and severally, by the Subsidiary Guarantors pursuant to
Article Ten of the Indenture. Certain limitations to the obligations of the
Subsidiary Guarantors are set forth in further detail in the Indenture.

<PAGE>

                                                                             125

13.  Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of $1,000 principal amount and whole multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange of
any Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 Business Days before the mailing of a notice of an
offer to repurchase or redeem Securities or 15 Business Days before an interest
payment date.

14.  Persons Deemed Owners

          The registered Holder of this Security may be treated as the owner of
it for all purposes.

15.  Unclaimed Money

          If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

16.  Discharge and Defeasance

          Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture if the Company deposits with the Trustee money or U.S. Government
Securities for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

17.  Amendment, Supplement, Waiver

          Subject to certain exceptions, the Indenture or the Securities may be
amended or supplemented with the consent of the Holders of at least a majority
of the outstanding principal amount of the Securities, and any past default or
noncompliance with any provision may be waived with the consent of the Holders
of a majority in principal amount of the Securities. Without the consent of any
Holder, the Company may amend or supplement the Indenture or the Securities to,
among other things, cure any ambiguity, defect or inconsistency or to make any
change that does

<PAGE>

                                                                             126

not adversely affect the rights of any Holder in any material respect.

19.  Successor Corporation

          When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor corporation
will be released from those obligations.

20.  Defaults and Remedies

          An Event of Default generally is: default by the Company or any
Subsidiary Guarantor for 30 days in payment of interest on the Securities;
default by the Company or any Subsidiary Guarantor in payment of principal of,
or premium, if any, on the Securities; default by the Company or any Subsidiary
Guarantor in the deposit of any optional redemption or repurchase payment when
due and payable; defaults resulting in acceleration prior to maturity of certain
other Indebtedness or resulting from payment defaults under certain other
Indebtedness; failure by the Company or any Subsidiary Guarantor for 45 days
after notice to comply with any of its other agreements in the Indenture;
certain final judgments against the Company or Subsidiaries; a failure of any
Guarantee of a Subsidiary Guarantor to be in full force and effect or denial by
any Subsidiary Guarantor of its obligations with respect thereto; and certain
events of bankruptcy or insolvency. Subject to certain limitations in the
Indenture, if an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Securities
may declare all the Securities to be due and payable immediately, except that in
the case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization, all outstanding Securities shall become due and
payable immediately without further action or notice. Holders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in principal
amount of the Securities may direct the Trustee in its exercise of any trust or
power. The Company must furnish an annual compliance certificate to the Trustee.

21.  Trustee Dealings with Company and Subsidiary Guarantors

          The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company, the Subsidiary Guarantors or their respective Subsidiaries or
Affiliates with the same rights it would have if it were not Trustee.

22.  No Recourse Against Others

<PAGE>

                                                                             127

          A director, officer, employee or stockholder, as such, of the Company,
any Subsidiary Guarantor or the Trustee shall not have any liability for any
obligations of the Company, any Subsidiary Guarantor or the Trustee under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Security.

23.  Authentication

          This Security shall not be valid until the Trustee or an
authenticating agent signs the certificate of authentication on the other side
of this Security.

24.  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).

25.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company will cause CUSIP numbers to be
printed on the Securities as a convenience to Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

<PAGE>

                                                                             128

26.  Holders' Compliance with Registration Rights Agreement

          Each Holder of this Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

27.  Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY, EXCEPT TO THE EXTENT THAT THE
LAWS OF THE STATE OF NEW YORK WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION REGARDING THE VALIDITY OF THE SECURITIES.

<PAGE>

                                                                             129

          The Company will furnish to any Holder upon written request and
without charge to the Security holder a copy of the Indenture and a copy of the
Registration Rights Agreement. Requests may be made to:

          Chesapeake Energy Corporation
          611 North Western Avenue
          Oklahoma City, OK 73118

          Attention: Chief Financial Officer

<PAGE>

                                                                             130

--------------------------------------------------------------------------------

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------

              (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint                                  agent to transfer this
                       ----------------------------------
Security on the books of the Company. The agent may substitute another to act
for him.

--------------------------------------------------------------------------------


Date:                   Your Signature:
      -----------------                 ----------------------------------------


--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

<PAGE>

                                                                             131

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                            Principal amount of        Signature of
           Amount of decrease in   Amount of increase in   this Global Security     authorized officer
Date of     Principal amount of     Principal amount of       following such          of Trustee or
Exchange   this Global Security    this Global Security    decrease or increase)   Securities Custodian
--------   ---------------------   ---------------------   ---------------------   --------------------
<S>        <C>                     <C>                     <C>                     <C>
</TABLE>

<PAGE>

                                                                             132

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 4.11 or 4.16 of the Indenture, check the box:

                                     [___]

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount
in principal amount: $


Date:                         Your Signature:
     -----------------------                 -----------------------------------
                                            (Sign exactly as your name appears
                                            on the other side of this Security.)


Signature Guarantee:
                     -----------------------------------------------------------
                     (Signature must be guaranteed)

          Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.