exv10w1



 






Exhibit 10.1




 





ATLAS ENERGY OPERATING COMPANY, LLC,




ATLAS ENERGY FINANCE CORP., as Issuers,




ATLAS ENERGY RESOURCES, LLC,




THE SUBSIDIARIES NAMED HEREIN, as Guarantors,




AND




U.S. BANK NATIONAL ASSOCIATION, as Trustee




 






10 3/4% Senior Notes due 2018




 






INDENTURE




Dated as of January 23, 2008




 





 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 	 	 	 	 
	Trust Indenture	 	 	 	Indenture
	Act Section	 	 	 	Section(s)
	 	310	 	 	(a)(1)
	 	 	 	7.10

	 	 	 	 	(a)(2)
	 	 
	 	7.10

	 	 	 	 	(a)(3)
	 	 	 	N.A.

	 	 	 	 	(a)(4)
	 	 	 	N.A.

	 	 	 	 	(a)(5)
	 	 	 	7.10

	 	 	 	 	(b)

(c)
	 	 	 	7.10

N.A.

	 	311	 	 	(a)
	 	 	 	7.11


	 	 	 	 	(b)
	 	 	 	7.11

	 	 	 	 	(c)
	 	 	 	N.A.

	 	312	 	 	(a)
	 	 	 	2.05

	 	 	 	 	(b)
	 	 	 	12.03

	 	 	 	 	(c)
	 	 	 	12.03

	 	313	 	 	(a)
	 	 	 	7.06

	 	 	 	 	(b)(1)
	 	 	 	N.A.

	 	 	 	 	(b)(2)
	 	 	 	7.06

	 	 	 	 	(c)
	 	 	 	7.06; 12.02

	 	 	 	 	(d)
	 	 	 	7.06

	 	314	 	 	(a)
	 	 	 	4.03; 4.18; 12.02

	 	 	 	 	(b)
	 	 	 	N.A.

	 	 	 	 	(c)(1)
	 	 	 	12.04

	 	 	 	 	(c)(2)
	 	 	 	12.04

	 	 	 	 	(c)(3)
	 	 	 	N.A.

	 	 	 	 	(d)
	 	 	 	N.A.

	 	 	 	 	(e)
	 	 	 	12.05

	 	 	 	 	(f)
	 	 	 	N.A.

	 	315	 	 	(a)
	 	 	 	7.01

	 	 	 	 	(b)
	 	 	 	7.05; 12.02

	 	 	 	 	(c)
	 	 	 	7.01

	 	 	 	 	(d)
	 	 	 	7.01; 6.05

	 	 	 	 	(e)
	 	 	 	6.11

	 	316	 	 	(a)(last sentence)
	 	 	 	2.09

	 	 	 	 	(a)(1)(A)
	 	 	 	6.05

	 	 	 	 	(a)(1)(B)
	 	 	 	6.04

	 	 	 	 	(a)(2)
	 	 	 	N.A.

	 	 	 	 	(b)
	 	 	 	6.07

	 	 	 	 	(c)
	 	 	 	9.04

	 	317	 	 	(a)(1)
	 	 	 	6.08

	 	 	 	 	(a)(2)
	 	 	 	6.09

	 	 	 	 	(b)
	 	 	 	2.04

	 	318	 	 	(a)
	 	 	 	12.01

	 	 	 	 	(b)
	 	 	 	N.A.

	 	 	 	 	(c)
	 	 	 	12.01









 




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




 









 










TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1

	 
	 	 	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions
	 	 	1	 
	Section 1.02.

	 	Other Definitions
	 	 	31	 
	Section 1.03.

	 	Incorporation by Reference of Trust Indenture Act
	 	 	32	 
	Section 1.04.

	 	Rules of Construction
	 	 	32	 
	Section 1.05.

	 	Acts of Holders
	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE 2

	 
	 	 	 	 	 	 
	THE NOTES

	 
	 	 	 	 	 	 
	Section 2.01.

	 	Form and Dating
	 	 	34	 
	Section 2.02.

	 	Execution and Authentication
	 	 	35	 
	Section 2.03.

	 	Registrar and Paying Agent
	 	 	35	 
	Section 2.04.

	 	Paying Agent to Hold Money in Trust
	 	 	36	 
	Section 2.05.

	 	Holder Lists
	 	 	36	 
	Section 2.06.

	 	Transfer and Exchange
	 	 	36	 
	Section 2.07.

	 	Replacement Notes
	 	 	44	 
	Section 2.08.

	 	Outstanding Notes
	 	 	44	 
	Section 2.09.

	 	Treasury Notes
	 	 	45	 
	Section 2.10.

	 	Temporary Notes
	 	 	45	 
	Section 2.11.

	 	Cancellation
	 	 	45	 
	Section 2.12.

	 	Defaulted Interest
	 	 	45	 
	Section 2.13.

	 	CUSIP Numbers
	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE 3

	 
	 	 	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 	 	 
	Section 3.01.

	 	Notices to Trustee
	 	 	46	 
	Section 3.02.

	 	Selection of Notes to Be Redeemed
	 	 	46	 
	Section 3.03.

	 	Notice of Redemption
	 	 	46	 
	Section 3.04.

	 	Effect of Notice of Redemption
	 	 	47	 
	Section 3.05.

	 	Deposit of Redemption Price
	 	 	47	 
	Section 3.06.

	 	Notes Redeemed in Part
	 	 	48	 
	Section 3.07.

	 	Optional Redemption
	 	 	48	 
	Section 3.08.

	 	Mandatory Redemption
	 	 	48	 
	Section 3.09.

	 	Offer to Purchase by Application of Net Available Cash
	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE 4

	 
	 	 	 	 	 	 
	COVENANTS

	 
	 	 	 	 	 	 
	Section 4.01.

	 	Payment of Notes
	 	 	50	 
	Section 4.02.

	 	Maintenance of Office or Agency
	 	 	50	 
	Section 4.03.

	 	Compliance Certificate
	 	 	51	 






 -i-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 4.04.

	 	Taxes
	 	 	51	 
	Section 4.05.

	 	Stay, Extension and Usury Laws
	 	 	51	 
	Section 4.06.

	 	Change of Control
	 	 	52	 
	Section 4.07.

	 	Limitation on Sales of Assets and Subsidiary Stock
	 	 	53	 
	Section 4.08.

	 	Limitation on Restricted Payments
	 	 	55	 
	Section 4.09.

	 	Limitation on Indebtedness and Preferred Stock
	 	 	60	 
	Section 4.10.

	 	Limitation on Liens
	 	 	63	 
	Section 4.11.

	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries
	 	 	63	 
	Section 4.12.

	 	Limitation on Affiliate Transactions
	 	 	65	 
	Section 4.13.

	 	Future Guarantors
	 	 	67	 
	Section 4.14.

	 	[Reserved]
	 	 	67	 
	Section 4.15.

	 	Business Activities
	 	 	67	 
	Section 4.16.

	 	[Reserved]
	 	 	68	 
	Section 4.17.

	 	Payments for Consent
	 	 	68	 
	Section 4.18.

	 	Reports
	 	 	68	 
	 
	 	 	 	 	 	 
	ARTICLE 5

	 
	 	 	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 	 	 
	Section 5.01.

	 	Merger and Consolidation
	 	 	68	 
	Section 5.02.

	 	Successor Entity Substituted
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE 6

	 
	 	 	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 	 	 
	Section 6.01.

	 	Events of Default
	 	 	70	 
	Section 6.02.

	 	Acceleration
	 	 	72	 
	Section 6.03.

	 	Other Remedies
	 	 	72	 
	Section 6.04.

	 	Waiver of Past Defaults
	 	 	73	 
	Section 6.05.

	 	Control by Majority
	 	 	73	 
	Section 6.06.

	 	Limitation on Suits
	 	 	73	 
	Section 6.07.

	 	Rights of Holders of Notes to Receive Payment
	 	 	73	 
	Section 6.08.

	 	Collection Suit by Trustee
	 	 	74	 
	Section 6.09.

	 	Trustee May File Proofs of Claim
	 	 	74	 
	Section 6.10.

	 	Priorities
	 	 	74	 
	Section 6.11.

	 	Undertaking for Costs
	 	 	74	 
	Section 6.12.

	 	Restoration of Rights and Remedies
	 	 	75	 
	Section 6.13.

	 	Rights and Remedies Cumulative
	 	 	75	 
	 
	 	 	 	 	 	 
	ARTICLE 7

	 
	 	 	 	 	 	 
	TRUSTEE

	 
	 	 	 	 	 	 
	Section 7.01.

	 	Duties of Trustee
	 	 	75	 
	Section 7.02.

	 	Rights of Trustee
	 	 	76	 
	Section 7.03.

	 	Individual Rights of Trustee
	 	 	78	 
	Section 7.04.

	 	Trustee’s Disclaimer
	 	 	78	 
	Section 7.05.

	 	Notice of Defaults
	 	 	78	 
	Section 7.06.

	 	Reports by Trustee to Holders of the Notes
	 	 	78	 
	Section 7.07.

	 	Compensation and Indemnity
	 	 	78	 
	Section 7.08.

	 	Replacement of Trustee
	 	 	79	 
	Section 7.09.

	 	Successor Trustee by Merger, Etc.
	 	 	80	 






 -ii-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 7.10.

	 	Eligibility; Disqualification
	 	 	80	 
	Section 7.11.

	 	Preferential Collection of Claims Against Issuers
	 	 	80	 
	 
	 	 	 	 	 	 
	ARTICLE 8

	 
	 	 	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 	 	 
	Section 8.01.

	 	Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	80	 
	Section 8.02.

	 	Legal Defeasance and Discharge
	 	 	81	 
	Section 8.03.

	 	Covenant Defeasance
	 	 	81	 
	Section 8.04.

	 	Conditions to Legal Defeasance or Covenant Defeasance
	 	 	81	 
	Section 8.05.

	 	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
	 	 	82	 
	Section 8.06.

	 	[Reserved]
	 	 	83	 
	Section 8.07.

	 	Reinstatement
	 	 	83	 
	 
	 	 	 	 	 	 
	ARTICLE 9

	 
	 	 	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 	 	 
	Section 9.01.

	 	Without Consent of Holders of Notes
	 	 	83	 
	Section 9.02.

	 	With Consent of Holders of Notes
	 	 	84	 
	Section 9.03.

	 	Compliance with Trust Indenture Act
	 	 	85	 
	Section 9.04.

	 	Revocation and Effect of Consents
	 	 	85	 
	Section 9.05.

	 	Notation or Exchange of Notes
	 	 	86	 
	Section 9.06.

	 	Trustee to Sign Amendments, Etc.
	 	 	86	 
	Section 9.07.

	 	Effect of Supplemental Indentures
	 	 	86	 
	 
	 	 	 	 	 	 
	ARTICLE 10

	 
	 	 	 	 	 	 
	GUARANTEES

	 
	 	 	 	 	 	 
	Section 10.01.

	 	Guarantees
	 	 	86	 
	Section 10.02.

	 	Limitation of Guarantor’s Liability
	 	 	88	 
	Section 10.03.

	 	Execution and Delivery of Guarantees
	 	 	88	 
	Section 10.04.

	 	Benefits Acknowledged
	 	 	88	 
	Section 10.05.

	 	Releases
	 	 	88	 
	Section 10.06.

	 	“Trustee” to Include Paying Agent
	 	 	89	 
	 
	 	 	 	 	 	 
	ARTICLE 11

	 
	 	 	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 	 	 
	Section 11.01.

	 	Satisfaction and Discharge
	 	 	89	 
	Section 11.02.

	 	Application of Trust
	 	 	90	 
	Section 11.03.

	 	Repayment of the Issuers
	 	 	90	 
	Section 11.04.

	 	Reinstatement
	 	 	90	 
	 
	 	 	 	 	 	 
	ARTICLE 12

	 
	 	 	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 	 	 
	Section 12.01.

	 	Trust Indenture Act Controls
	 	 	91	 






 -iii-









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 12.02.

	 	Notices
	 	 	91	 
	Section 12.03.

	 	Communication by Holders of Notes with Other Holders of Notes
	 	 	92	 
	Section 12.04.

	 	Certificate and Opinion as to Conditions Precedent
	 	 	92	 
	Section 12.05.

	 	Statements Required in Certificate or Opinion
	 	 	93	 
	Section 12.06.

	 	Rules by Trustee and Agents
	 	 	93	 
	Section 12.07.

	 	No Personal Liability of Directors, Officers, Employees and Stockholders
	 	93

	Section 12.08.

	 	Governing Law
	 	 	93	 
	Section 12.09.

	 	No Adverse Interpretation of Other Agreements
	 	 	93	 
	Section 12.10.

	 	Successors
	 	 	93	 
	Section 12.11.

	 	Severability
	 	 	94	 
	Section 12.12.

	 	Counterpart Originals
	 	 	94	 
	Section 12.13.

	 	Table of Contents, Headings, Etc.
	 	 	94	 
	Section 12.14.

	 	[Reserved]
	 	 	94	 
	Section 12.15.

	 	Qualification of Indenture
	 	 	94	 






SCHEDULES, EXHIBITS AND ANNEXES




	 	 	 	 	 
	SCHEDULE A

	 	Schedule of Subsidiary Guarantors	 	 
	 
	 	 	 	 
	EXHIBIT A

	 	Form of Note
	 	A-1
	 
	 	 	 	 
	EXHIBIT B

	 	Form of Certificate of Transfer
	 	B-1
	 
	 	 	 	 
	EXHIBIT C

	 	Form of Certificate of Exchange
	 	C-1
	 
	 	 	 	 
	ANNEX I

	 	Form of Supplemental Indenture
	 	I-1






 -iv-









 





     THIS INDENTURE dated as of January 23, 2008 is among Atlas Energy Operating Company, LLC, a
Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a Delaware
corporation (“Finance Co” and, collectively with the Company, the “Issuers”), Atlas Energy
Resources, LLC (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on Schedule A
hereto, and U.S. Bank National Association, a national banking association, as trustee (the
“Trustee”).



     The Issuers, Holdings, the Subsidiary Guarantors, and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of the 10 3/4% Senior
Notes due 2018 (the “Notes”):



ARTICLE 1




DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01. Definitions.




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



     “Acquired Indebtedness” means Indebtedness (i) of a Person or any of its Subsidiaries existing
at the time such Person becomes or is merged with and into a Restricted Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case whether or not Incurred
by such Person in connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have been
Incurred, with respect to clause (i) of the preceding sentence, on the date such Person becomes or
is merged with and into a Restricted Subsidiary and, with respect to clause (ii) of the preceding
sentence, on the date of consummation of such acquisition of assets.



     “Additional Assets” means:




     (1) any properties or assets to be used by Holdings or a Restricted Subsidiary in the
Energy Business;




     (2) capital expenditures by Holdings or a Restricted Subsidiary in the Energy Business;




     (3) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of
the acquisition of such Capital Stock by Holdings or a Restricted Subsidiary; or




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


provided, however, that, in the case of clauses (3) and (4), such Restricted Subsidiary is
primarily engaged in the Energy Business.




     “Additional Interest” means all additional interest then owing pursuant to a Registration
Rights Agreement. Unless the context indicates otherwise, all references to “interest” in this
Indenture or the Notes shall be deemed to include any Additional Interest.



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



 









 






     (a) the sum of:




     (i) discounted future net revenues from proved oil and gas reserves of such
Person and its Restricted Subsidiaries calculated in accordance with SEC guidelines
before any state or federal income taxes, as estimated by Holdings in a reserve
report prepared as of the end of Holdings’ most recently completed fiscal year for
which audited financial statements are available, as increased by, as of the date of
determination, the estimated discounted future net revenues from




     (A) estimated proved oil and gas reserves acquired since such year end,
which reserves were not reflected in such year end reserve report, and




     (B) estimated oil and gas reserves attributable to extensions,
discoveries and other additions and upward revisions of estimates of proved
oil and gas reserves since such year end due to exploration, development or
exploitation, production or other activities, which would, in accordance
with standard industry practice, cause such revisions,




in the case of clauses (A) and (B) calculated in accordance with SEC
guidelines (utilizing the prices for the fiscal quarter ending prior to the
date of determination),




and decreased by, as of the date of determination, the estimated discounted future
net revenues from




     (C) estimated proved oil and gas reserves produced or disposed of since
such year end, and




     (D) estimated oil and gas reserves attributable to downward revisions
of estimates of proved oil and gas reserves since such year end due to
changes in geological conditions or other factors which would, in accordance
with standard industry practice, cause such revisions, in each case
calculated on a pre-tax basis and substantially in accordance with SEC
guidelines,




in the case of clauses (C) and (D) utilizing the prices for the fiscal quarter
ending prior to the date of determination, provided, however, 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 petroleum engineers;




     (ii) the capitalized costs that are attributable to oil and gas properties of
such Person and its Restricted Subsidiaries to which no proved oil and gas reserves
are attributable, based on such Person’s books and records as of a date no earlier
than the date of such Person’s latest available annual or quarterly financial
statements;




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




     (iv) the greater of




     (A) the net book value of other tangible assets of such Person and its
Restricted Subsidiaries, as of a date no earlier than the date of such
Person’s latest annual or quarterly financial statement, and




     (B) the appraised value, as estimated by independent appraisers, of
other tangible assets of such Person and its Restricted Subsidiaries, as of
a date no earlier than the date of such Person’s latest audited financial
statements; provided that, if no such appraisal has been performed, the
Company shall not be required to obtain such an appraisal and only clause
(iv)(A) of this definition shall apply;



-2-









 






minus




     (b) the sum of:




     (i) Minority Interests;




     (ii) any net gas balancing liabilities of such Person and its Restricted
Subsidiaries reflected in such Person’s latest audited balance sheet;




     (iii) to the extent included in (a)(i) above, the discounted future net
revenues, calculated in accordance with SEC guidelines (utilizing the prices
utilized in such Person’s year end reserve report), attributable to reserves which
are required to be delivered to third parties to fully satisfy the obligations of
Holdings and the Restricted Subsidiaries with respect to Volumetric Production
Payments (determined, if applicable, using the schedules specified with respect
thereto); and




     (iv) the discounted future net revenues, calculated in accordance with SEC
guidelines, attributable to reserves subject to Dollar-Denominated Production
Payments which, based on the estimates of production and price assumptions included
in determining the discounted future net revenues specified in (a)(i) above, would
be necessary to fully satisfy the payment obligations of such Person and its
Subsidiaries with respect to Dollar-Denominated Production Payments (determined, if
applicable, using the schedules specified with respect thereto).



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



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



     “Agent” means any Registrar or Paying Agent.



     “Applicable Premium” means, with respect to any Note on any applicable redemption date, the
greater of:




     (1) 1.0% of the principal amount of such Note; and




     (2) the excess, if any, of:




     (a) the present value at such redemption date of (i) the redemption price of
such Note at February 1, 2013 (such redemption price being set forth in the table
appearing in Section 3.07) plus (ii) all required interest payments (excluding
accrued and unpaid interest to such redemption date) due on such Note through
February 1, 2013, computed using a discount rate equal to the Treasury Rate as of
such redemption date plus 50 basis points; over




     (b) the principal amount of such Note.



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



-3-









 





     “Asset Disposition” means any direct or indirect sale, lease (other than an operating lease
entered into in the ordinary course of the Energy Business), transfer, issuance or other
disposition, or a series of related sales, leases, transfers, issuances or dispositions that are
part of a common plan, of (A) shares of Capital Stock of a Restricted Subsidiary (other than
Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 and directors’
qualifying shares or shares required by applicable law to be held by a Person other than Holdings
or a Restricted Subsidiary), (B) all or substantially all the assets of any division or line of
business of Holdings or any Restricted Subsidiary, or (C) any other assets of Holdings or any
Restricted Subsidiary outside of the ordinary course of business of Holdings or such Restricted
Subsidiary (each referred to for the purposes of this definition as a “disposition”), in each case
by Holdings or any of the Restricted Subsidiaries, including any disposition by means of a merger,
consolidation or similar transaction.



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




     (1) a disposition by a Restricted Subsidiary to Holdings or by Holdings or a Restricted
Subsidiary to a Restricted Subsidiary;




     (2) the sale of cash and Cash Equivalents in the ordinary course of business;




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




     (4) a disposition of damaged, unserviceable, obsolete or worn out equipment or
equipment that is no longer used or useful in the business of Holdings and the Restricted
Subsidiaries;




     (5) transactions in accordance with Section 5.01;




     (6) an issuance of Capital Stock by a Restricted Subsidiary to Holdings or to a
Restricted Subsidiary;




     (7) for purposes of Section 4.07 only, the making of a Permitted Investment or a
Restricted Payment (or a disposition that would constitute a Restricted Payment but for the
exclusions from the definition thereof) permitted by Section 4.08;




     (8) an Asset Swap;




     (9) dispositions of assets with a fair market value of less than $5.0 million;




     (10) Permitted Liens;




     (11) dispositions of receivables in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or similar
proceedings and exclusive of factoring or similar arrangements;




     (12) the licensing or sublicensing of intellectual property or other general
intangibles and licenses, leases or subleases of other property in the ordinary course of
business which do not materially interfere with the business of Holdings and the Restricted
Subsidiaries;




     (13) foreclosure on assets;




     (14) any Production Payments and Reserve Sales; provided that any such Production
Payments and Reserve Sales, other than incentive compensation programs on terms that are
reasonably customary in the Energy Business for geologists, geophysicists and other
providers of technical services to Holdings or a Restricted Subsidiary, shall have been
created, Incurred, issued, assumed or Guaranteed in
connection with the financing of, and within 60 days after the acquisition of, the
property that is subject thereto;



-4-









 






     (15) a disposition of oil and natural gas properties in connection with tax credit
transactions complying with Section 29 or any successor or analogous provisions of the Code;




     (16) surrender or waiver of contract rights, oil and gas leases, or the settlement,
release or surrender of contract, tort or other claims of any kind;




     (17) the abandonment, farmout, lease or sublease of developed or undeveloped oil and
gas properties in the ordinary course of business; and




     (18) the sale or transfer (whether or not in the ordinary course of business) of any
oil and gas property or interest therein to which no proved reserves are attributable at the
time of such sale or transfer.



     “Asset Swap” means any concurrent purchase and sale or exchange of any oil or natural gas
property or interest therein between Holdings or any of the Restricted Subsidiaries and another
Person; provided that any cash received must be applied in accordance with Section 4.07 as if the
Asset Swap were an Asset Disposition.



     “Available Cash” means, with respect to any fiscal quarter ending prior to February 1, 2018
and solely to the extent constituting Operating Surplus (as defined in the Operating Agreement):




     (a) the sum of (i) all cash and Cash Equivalents of Holdings and its Subsidiaries,
treated as a single consolidated entity (or Holdings’ proportionate share of cash and Cash
Equivalents in the case of Subsidiaries that are not Wholly-Owned Subsidiaries), on hand at
the end of such fiscal quarter; and (ii) all additional cash and Cash Equivalents of
Holdings and its Subsidiaries (or Holdings’ proportionate share of cash and Cash Equivalents
in the case of Subsidiaries that are not Wholly-Owned Subsidiaries) on hand on the date of
determination of Available Cash with respect to such fiscal quarter resulting from working
capital borrowings (including borrowings under the Senior Secured Credit Agreement) made
subsequent to the end of such fiscal quarter, less




     (b) the amount of any cash reserves established by the Board of Directors of Holdings
to (i) provide for the proper conduct of the business of Holdings and its Subsidiaries
(including reserves for Permitted Payments, future capital expenditures including drilling
and acquisitions and for anticipated future credit needs of Holdings and its Subsidiaries),
(ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt
instrument or other agreement or obligation to which Holdings or any Subsidiary is a party
or by which it is bound or its assets are subject or (iii) provide funds for distributions
pursuant to Sections 6.3(a), 6.4 and 6.5 of the Operating Agreement with respect to any one
or more of the next four fiscal quarters; provided that disbursements made by Holdings or
its Subsidiaries or cash reserves established, increased or reduced after the end of such
fiscal quarter but on or before the date of determination of Available Cash with respect to
such fiscal quarter shall be deemed to have been made, established, increased or reduced,
for purposes of determining Available Cash, within such fiscal quarter if the Board of
Directors of Holdings so determines.



     “Average Life” means, as of the date of determination, with respect to any Indebtedness or
Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of
years from the date of determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by (2) the sum of all such payments.



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



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as that term is used in



-5-









 







Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial
ownership of all securities that such “person” has the right to acquire by conversion or exercise
of other securities, whether such right is currently exercisable or is exercisable only after the
passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding
meaning.



     “Board of Directors” means, as to any Person that is a corporation, the board of directors of
such Person or any duly authorized committee thereof or as to any Person that is not a corporation,
the board of managers or such other individual or group serving a similar function.



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



     “Capital Stock” of any Person means any and all shares, units, interests, rights to purchase,
warrants, options, participation or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock, but excluding any debt securities convertible
into such equity.



     “Capitalized Lease Obligations” means an obligation that is required to be classified and
accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and
the amount of Indebtedness represented by such obligation will be the capitalized amount of such
obligation at the time any determination thereof is to be made as determined in accordance with
GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other
amount due under such lease prior to the first date such lease may be terminated without penalty.



     “Cash Equivalents” means:




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




     (2) marketable general obligations issued by any state of the United States of America
or any political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition (provided that the full faith and
credit of the United States is pledged in support thereof) and, at the time of acquisition,
having a credit rating of “A” (or the equivalent thereof) or better from either Standard &
Poor’s or Moody’s;




     (3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank
deposits or bankers’ acceptances having maturities of not more than one year from the date
of acquisition thereof issued by any commercial bank the long-term debt of which is rated at
the time of acquisition thereof at least “A2” or the equivalent thereof by Standard &
Poor’s, or “P2” or the equivalent thereof by Moody’s and having combined capital and surplus
in excess of $100.0 million;




     (4) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (1), (2) and (3) entered into with any bank
meeting the qualifications specified in clause (3) above;




     (5) commercial paper rated at the time of acquisition thereof at least “A-2” or the
equivalent thereof by Standard & Poor’s or “P-2” or the equivalent thereof by Moody’s, or
carrying an equivalent rating by a nationally recognized rating agency, if both of the two
named rating agencies cease publishing ratings of investments, and in any case maturing
within one year after the date of acquisition thereof; and




     (6) interests in any investment company or money market fund which invests 95% or more
of its assets in instruments of the type specified in clauses (1) through (5) above.



-6-









 





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



     “Change of Control” means:




     (1) any “person” or “group” of related persons (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) (other than, to the extent a Parent Change of Control
has not occurred, Parent or its Subsidiaries), is or becomes the Beneficial Owner, directly
or indirectly, of more than 50% of the total voting power of the Voting Stock of Holdings
(or its successor by merger, consolidation or purchase of all or substantially all of its
assets) (for the purposes of this clause (1), such person or group shall be deemed to
Beneficially Own any Voting Stock of Holdings held by a parent entity, if such person or
group Beneficially Owns, directly or indirectly, more than 50% of the total voting power of
the Voting Stock of such parent entity); or




     (2) the first day on which a majority of the members of the Board of Directors of
Holdings are not (i) nominated by the Board of Directors or (ii) appointed by directors so
nominated; or




     (3) the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of Holdings and the Restricted Subsidiaries taken as a whole
to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or




     (4) the adoption by the members of Holdings of a plan or proposal for the liquidation
or dissolution of Holdings; or




     (5) Holdings ceases to be the Beneficial Owner, directly or indirectly, of more than
75% of the total voting power of the Voting Stock of the Company; or




     (6) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” of related persons (as
such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the
Voting Stock of Atlas Energy Management, Inc.; provided that a “Change of Control” shall not
be deemed to occur solely as a result of a transfer of the Capital Stock in Atlas Energy
Management, Inc. to a new entity in contemplation of the initial public offering of such new
entity, or as a result of any further offering of Capital Stock of such new entity (or
securities convertible into such Capital Stock) so long as the persons or entities that are
the Beneficial Owners of the Capital Stock in Atlas Energy Management, Inc. on the Issue
Date hold the general partner interests in such new entity (or, in the case of a new entity
that is not a limited partnership, hold at least 50.1% of the Voting Stock of such new
entity).



     “Clearstream” means Clearstream Banking, Société Anonyme, and its successors.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Commodity Agreements” means, in respect of any Person, any forward contract, commodity swap
agreement, commodity option agreement or other similar agreement or arrangement in respect of
Hydrocarbons used, produced, processed or sold by such Person that are customary in the Energy
Business and designed to protect such Person against fluctuation in Hydrocarbon prices.



     “Common Stock” means with respect to any Person, any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or nonvoting) of
such Person’s common stock
whether or not outstanding on the Issue Date, and includes, without limitation, all series and
classes of such common stock.



-7-









 





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



     “Consolidated Coverage Ratio” means as of any date of determination, the ratio of (x) the
aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for which financial
statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters;
provided; however, that:




     (1) if Holdings or any Restricted Subsidiary:




     (a) has Incurred any Indebtedness since the beginning of such period that
remains outstanding on such date of determination or if the transaction giving rise
to the need to calculate the Consolidated Coverage Ratio is an Incurrence of
Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period
will be calculated after giving effect on a pro forma basis to such Indebtedness and
the use of proceeds thereof as if such Indebtedness had been Incurred on the first
day of such period and such proceeds had been applied as of such date (except that
in making such computation, the amount of Indebtedness under any revolving credit
facility outstanding on the date of such calculation will be deemed to be (i) the
average daily balance of such Indebtedness during such four fiscal quarters or such
shorter period for which such facility was outstanding or (ii) if such facility was
created after the end of such four fiscal quarters, the average daily balance of
such Indebtedness during the period from the date of creation of such facility to
the date of such calculation, in each case, provided that such average daily balance
shall take into account any repayment of Indebtedness under such facility as
provided in clause (b)); or




     (b) has repaid, repurchased, defeased or otherwise discharged any Indebtedness
since the beginning of the period, including with the proceeds of such new
Indebtedness, that is no longer outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Consolidated Coverage Ratio
involves a discharge of Indebtedness (in each case other than Indebtedness Incurred
under any revolving credit facility unless such Indebtedness has been permanently
repaid and the related commitment terminated), Consolidated EBITDA and Consolidated
Interest Expense for such period will be calculated after giving effect on a pro
forma basis to such discharge of such Indebtedness as if such discharge had occurred
on the first day of such period;




     (2) if, since the beginning of such period, Holdings or any Restricted Subsidiary will
have made any Asset Disposition or if the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio is such an Asset Disposition, the Consolidated EBITDA for
such period will be reduced by an amount equal to the Consolidated EBITDA (if positive)
directly attributable to the assets which are the subject of such Asset Disposition for such
period or increased by an amount equal to the Consolidated EBITDA (if negative) directly
attributable thereto for such period and Consolidated Interest Expense for such period shall
be reduced by an amount equal to the Consolidated Interest Expense directly attributable to
any Indebtedness of Holdings or any Restricted Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to Holdings and the continuing Restricted Subsidiaries in
connection with or with the proceeds from such Asset Disposition for such period (or, if the
Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for
such period directly attributable to the Indebtedness of such Restricted Subsidiary to the
extent Holdings and the continuing Restricted Subsidiaries are no longer liable for such
Indebtedness after such sale);




     (3) if since the beginning of such period Holdings or any Restricted Subsidiary (by
merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any
Person which becomes a Restricted



-8-









 







Subsidiary or is merged with or into Holdings or a Restricted Subsidiary) or
an acquisition (or will have received a contribution) of assets, including any acquisition
or contribution of assets occurring in connection with a transaction causing a calculation
to be made hereunder, which constitutes all or substantially all of a company, division,
operating unit, segment, business, group of related assets or line of business, Consolidated
EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro
forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or
acquisition or contribution had occurred on the first day of such period; and




     (4) if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into Holdings or any Restricted Subsidiary since
the beginning of such period) made any Asset Disposition or any Investment or acquisition of
assets that would have required an adjustment pursuant to clause (2) or (3) above if made by
Holdings or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated
Interest Expense for such period will be calculated after giving pro forma effect thereto as
if such Asset Disposition or Investment or acquisition of assets had occurred on the first
day of such period.



     For purposes of this definition, whenever pro forma effect is to be given to any calculation
under this definition, the pro forma calculations will be determined in good faith by a responsible
financial or accounting officer of Holdings (including pro forma expense and cost reductions;
provided that (i) such expense and cost reductions are reasonably identifiable and factually
supportable (as detailed in an Officer’s Certificate from a financial officer) and (ii) the actions
required to attain such expense and cost reductions have been completed or are to be completed no
later than 6 months after the consummation of the transaction for which pro forma effect is being
given). If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest expense on such Indebtedness will be calculated as if the average rate in effect from
the beginning of such period to the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness, but
if the remaining term of such Interest Rate Agreement is less than 12 months, then such Interest
Rate Agreement shall only be taken into account for that portion of the period equal to the
remaining term thereof). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of Holdings or a Restricted Subsidiary, the interest rate shall be
calculated by applying such optional rate chosen by Holdings or such Restricted Subsidiary.
Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor
of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed
to have been based upon the rate actually chosen, or, if none, then based upon such optional rate
chosen as Holdings may designate.



     “Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income
for such period, plus the following, without duplication and to the extent deducted (and not added
back) in calculating such Consolidated Net Income:




     (1) Consolidated Interest Expense;




     (2) Consolidated Income Taxes of Holdings and the Restricted Subsidiaries;




     (3) consolidated depletion and depreciation expense of Holdings and the Restricted
Subsidiaries;




     (4) consolidated amortization expense or impairment charges of Holdings and the
Restricted Subsidiaries recorded in connection with the application of Statement of
Financial Accounting Standard No. 142, “Goodwill and Other Intangibles,” and Statement of
Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long
Lived Assets”; and




     (5) other non-cash charges of Holdings and the Restricted Subsidiaries (excluding any
such non-cash charge to the extent it represents an accrual of or reserve for cash charges
in any future period or amortization of a prepaid cash expense that was paid in a prior
period not included in the calculation);



-9-









 




if applicable for such period; and less, to the extent included in calculating such Consolidated
Net Income and in excess of any costs or expenses attributable thereto that were deducted (and not
added back) in calculating such Consolidated Net Income, the sum of (x) the amount of deferred
revenues that are amortized during such period and are attributable to reserves that are subject to
Volumetric Production Payments, (y) amounts recorded in accordance with GAAP as repayments of
principal and interest pursuant to Dollar-Denominated Production Payments and (z) other non-cash
gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or
reserve for a potential cash item that reduced Consolidated EBITDA in any prior period).




     Notwithstanding the preceding sentence, clauses (2) through (5) relating to amounts of a
Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated
EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of
such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person
and, to the extent the amounts set forth in clauses (2) through (5) are in excess of those
necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has
net income for such period included in Consolidated Net Income, only if a corresponding amount
would be permitted at the date of determination to be dividended to Holdings by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Restricted Subsidiary or its stockholders.



     “Consolidated Income Taxes” means, with respect to any Person for any period and without
duplication, (a) Permitted Payments made and (b) taxes imposed upon such Person or other payments
required to be made by such Person by any governmental authority which taxes or other payments are
calculated by reference to the income, profits or capital of such Person or such Person and its
Restricted Subsidiaries (to the extent such income or profits were included in computing
Consolidated Net Income for such period), regardless of whether such taxes or payments are required
to be remitted to any governmental authority.



     “Consolidated Interest Expense” means, for any period, the total consolidated interest expense
of Holdings and the Restricted Subsidiaries, whether paid or accrued, plus, to the extent not
included in such interest expense and without duplication:




     (1) interest expense attributable to Capitalized Lease Obligations and the interest
component of any deferred payment obligations;




     (2) amortization of debt discount and debt issuance cost (provided that any
amortization of bond premium will be credited to reduce Consolidated Interest Expense
unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced
Consolidated Interest Expense);




     (3) non-cash interest expense;




     (4) commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing;




     (5) the interest expense on Indebtedness of another Person that is Guaranteed by
Holdings or one of the Restricted Subsidiaries or secured by a Lien on assets of Holdings or
one of the Restricted Subsidiaries;




     (6) costs associated with Interest Rate Agreements (including amortization of fees);
provided, however, that if Interest Rate Agreements result in net benefits rather than
costs, such benefits shall be credited to reduce Consolidated Interest Expense unless,
pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;




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



-10-









 






     (8) all dividends paid or payable in cash, Cash Equivalents or Indebtedness or accrued
during such period on any series of Disqualified Stock of Holdings or on Preferred Stock of
its Restricted Subsidiaries payable to a party other than Holdings or a Wholly-Owned
Subsidiary; and




     (9) the cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees to any
Person (other than Holdings) in connection with Indebtedness Incurred by such plan or trust;


minus, to the extent included above, write-off of deferred financing costs (and interest)
attributable to Dollar-Denominated Production Payments.




     For the purpose of calculating the Consolidated Coverage Ratio in connection with the
Incurrence of any Indebtedness described in the final paragraph of the definition of
“Indebtedness,” the calculation of Consolidated Interest Expense shall include all interest expense
(including any amounts described in clauses (1) through (9) above) relating to any Indebtedness of
Holdings or any Restricted Subsidiary described in the final paragraph of the definition of
“Indebtedness.”



     “Consolidated Net Income” means, for any period, the aggregate net income (loss) of Holdings
and the consolidated Subsidiaries determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends of such Person; provided, however, that there will not be
included in such Consolidated Net Income:




     (1) any net income (loss) of any Person (other than Holdings) if such Person is not a
Restricted Subsidiary, except that:




     (a) subject to the limitations contained in clauses (3), (4) and (5) below,
Holdings’ equity in the net income of any such Person for such period will be
included in such Consolidated Net Income up to the aggregate amount of cash actually
distributed by such Person during such period to Holdings 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 (2)
below); and




     (b) Holdings’ equity in a net loss of any such Person for such period will be
included in determining such Consolidated Net Income to the extent such loss has
been funded with cash from Holdings or a Restricted Subsidiary during such period;




     (2) any net income (but not loss) of any Restricted Subsidiary if such Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to Holdings, except
that:




     (a) subject to the limitations contained in clauses (3), (4) and (5) below,
Holdings’ equity in the net income of any such Restricted Subsidiary for such period
will be included in such Consolidated Net Income up to the aggregate amount of cash
that could have been distributed by such Restricted Subsidiary during such period to
Holdings or another Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause); and




     (b) Holdings’ equity in a net loss of any such Restricted Subsidiary for such
period will be included in determining such Consolidated Net Income;




     (3) any gain (loss) realized upon the sale or other disposition of any property, plant
or equipment of Holdings or its consolidated Subsidiaries (including pursuant to any
Sale/Leaseback Transaction)
which is not sold or otherwise disposed of in the ordinary course of business and
any gain (loss) realized upon the sale or other disposition of any Capital Stock of any
Person;



-11-









 






     (4) any extraordinary or nonrecurring gains or losses, together with any related
provision for taxes on such gains or losses and all related fees and expenses;




     (5) the cumulative effect of a change in accounting principles;




     (6) any asset impairment writedowns on Oil and Gas Properties under GAAP or SEC
guidelines;




     (7) any unrealized non-cash gains or losses or charges in respect of Hedging
Obligations (including those resulting from the application of SFAS 133);




     (8) income or loss attributable to discontinued operations (including, without
limitation, operations disposed of during such period whether or not such operations were
classified as discontinued); and




     (9) any non-cash compensation charge arising from any grant of stock, stock options or
other equity based awards (including stock based compensation under SFAS 123(R); provided
that the proceeds resulting from any such grant will be excluded from
Section 4.08(a)(iv)(B)(1)(ii) and the definition of “Incremental Funds.”



     Consolidated Net Income will be reduced by the amount of Permitted Payments paid during such
period to the extent that the related taxes have not reduced Consolidated Net Income by at least
such amount.



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



     “Credit Facility” means, with respect to Holdings, the Company or any Subsidiary Guarantor,
one or more debt facilities (including, without limitation, the Senior Secured Credit Agreement),
indentures or commercial paper facilities 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 (and whether or not with the original administrative agent and lenders or
another administrative agent or agents or other lenders and whether provided under the original
Senior Secured Credit Agreement or any other credit or other agreement or indenture).



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



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



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



     “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which
by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder of the Capital Stock) or upon the happening of any event:



-12-









 






     (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock
of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation
or otherwise;




     (2) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding
Capital Stock which is convertible or exchangeable solely at the option of Holdings or a
Restricted Subsidiary); or




     (3) is redeemable at the option of the holder of the Capital Stock in whole or in part,


in each case on or prior to the date that is 91 days after the earlier of the date (a) of the
Stated Maturity of the Notes or (b) on which there are no Notes outstanding; provided that only the
portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or
exchangeable or is so redeemable at the option of the holder thereof prior to such date will be
deemed to be Disqualified Stock; provided further, that any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require Holdings to
repurchase such Capital Stock upon the occurrence of a change of control or asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into
which it is convertible or for which it is ratable or exchangeable) provide that (i) Holdings may
not repurchase or redeem any such Capital Stock (and all such securities into which it is
convertible or for which it is ratable or exchangeable) pursuant to such provision prior to
compliance by Holdings with Sections 4.06 and 4.07 and (ii) such repurchase or redemption will be
permitted solely to the extent also permitted in accordance with the provisions of Section 4.08.




     The amount of any Disqualified Stock that does not have a fixed redemption, repayment or
repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if
such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of
such Disqualified Stock is to be determined pursuant to this Indenture; provided, however, that if
such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of
such determination, the redemption, repayment or repurchase price will be the book value of such
Disqualified Stock as reflected in the most recent financial statements of such Person.



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



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



     “Energy Business” means: (1) the business of acquiring, exploring, exploiting, developing,
producing, operating and disposing of interests in oil, natural gas, liquid natural gas and other
hydrocarbon and mineral properties or products produced in association with any of the foregoing;
(2) the business of gathering, marketing, distributing, treating, processing, storing, refining,
selling and transporting of any production from such interests or properties and products produced
in association therewith and the marketing of oil, natural gas, other hydrocarbons and minerals
obtained from unrelated Persons; (3) any other related energy business, including power generation
and electrical transmission business, directly or indirectly, from oil, natural gas and other
hydrocarbons and minerals produced substantially from properties in which Holdings or the
Restricted Subsidiaries, directly or indirectly, participates; (4) any business relating to oil
field sales and service; (5) any other energy business that generates gross income at least 90% of
which constitutes “qualifying income” under Section 7704(d)(1)(E) of the Code; and (6) any business
or activity relating to, arising from, or necessary, appropriate or incidental to the activities
described in the foregoing clauses (1) through (5) of this definition.



     “Equity Offering” means (i) a public offering for cash by Holdings of Capital Stock (other
than Disqualified Stock) made pursuant to a registration statement, other than public offerings
registered on Form S-4 or S-8 and (ii) a private offering for cash by Holdings of its Capital Stock
(other than Disqualified Stock).



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.



-13-









 





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



     “Exchange Notes” means the 10 3/4% Senior Notes due 2018, having terms substantially identical
to the Notes, offered to the Holders of the Notes under an Exchange Offer Registration Statement.



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



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



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



     “Foreign Subsidiary” means any Restricted Subsidiary that is not organized under the laws of
the United States of America or any state thereof or the District of Columbia.



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



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



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



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



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or
indirect, contingent or otherwise, of such Person:




     (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise); or




     (2) entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part);



provided, however, that the term “Guarantee” will not include endorsements for collection or
deposit in the ordinary course of business or any obligation to the extent it is payable only in
Capital Stock of the Guarantor that is not Disqualified Stock. The term “Guarantee” used as a verb
has a corresponding meaning.



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



-14-









 





     “Guarantor” means Holdings and each of the Subsidiary Guarantors, and collectively, the
“Guarantors.”



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



     “Hedging Obligations” of any Person means the obligations of such Person pursuant to any
Interest Rate Agreement, Currency Agreement or Commodity Agreement.



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



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



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



     “Incur” means issue, create, assume, Guarantee, incur or otherwise become directly or
indirectly liable for, contingently or otherwise; provided, however, that any Indebtedness or
Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such
Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and
“Incurrence” have meanings correlative to the foregoing.



     “Indebtedness” means, with respect to any Person on any date of determination (without
duplication, whether or not contingent):



     (1) the principal of and premium (if any) in respect of indebtedness of such Person for
borrowed money;




     (2) the principal of and premium (if any) in respect of obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;




     (3) reimbursement obligations in respect of letters of credit, bankers’ acceptances and
contingent obligations of such Person;




     (4) the principal component of all obligations of such Person (other than obligations
payable solely in Capital Stock that is not Disqualified Stock) to pay the deferred and
unpaid purchase price of property (except accrued expenses and trade payables and other
accrued liabilities arising in the ordinary course of business that are not overdue by 90
days or more or are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted), which purchase price is due more than six months after
the date of placing such property in service or taking delivery and title thereto to the
extent such obligations would appear as a liabilities upon the consolidated balance sheet of
such Person in accordance with GAAP;




     (5) Capitalized Lease Obligations of such Person to the extent such Capitalized Lease
Obligations would appear as liabilities on the consolidated balance sheet of such Person in
accordance with GAAP;




     (6) the principal component or liquidation preference of all obligations of such Person
with respect to the redemption, repayment or other repurchase of any Disqualified Stock or,
with respect to any Subsidiary that is not a Subsidiary Guarantor, any Preferred Stock (but
excluding, in each case, any accrued dividends);



-15-









 






     (7) the principal component of all Indebtedness of other Persons secured by a Lien on
any asset of such Person, whether or not such Indebtedness is assumed by such Person;
provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair
market value of such asset at such date of determination (as determined in the good faith by
the Board of Directors) and (b) the amount of such Indebtedness of such other Persons;




     (8) the principal component of Indebtedness of other Persons to the extent Guaranteed
by such Person; and




     (9) to the extent not otherwise included in this definition, net obligations of such
Person under Commodity Agreements, Currency Agreements and Interest Rate Agreements (the
amount of any such obligations to be equal at any time to the termination value of such
agreement or arrangement giving rise to such obligation that would be payable by such Person
at such time);


provided, however, that any indebtedness which has been defeased in accordance with GAAP or
defeased pursuant to the deposit of cash or Cash Equivalents (in an amount sufficient to satisfy
all such indebtedness obligations at maturity or redemption, as applicable, and all payments of
interest and premium, if any) in a trust or account created or pledged for the sole benefit of the
holders of such indebtedness, and subject to no other Liens, shall not constitute “Indebtedness.”




     The amount of Indebtedness of any Person at any date will be the outstanding balance at such
date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations at such
date.



     Notwithstanding the preceding, “Indebtedness” shall not include:




     (1) Production Payments and Reserve Sales;




     (2) any obligation of a Person in respect of a farm-in agreement or similar arrangement
whereby such Person agrees to pay all or a share of the drilling, completion or other
expenses of an exploratory or development well (which agreement may be subject to a maximum
payment obligation, after which expenses are shared in accordance with the working or
participation interest therein or in accordance with the agreement of the parties) or
perform the drilling, completion or other operation on such well in exchange for an
ownership interest in an oil or gas property;




     (3) any obligations under Currency Agreements, Commodity Agreements and Interest Rate
Agreements; provided that such Agreements are entered into for bona fide hedging purposes of
Holdings or the Restricted Subsidiaries (as determined in good faith by the Board of
Directors or senior management of the Company, whether or not accounted for as a hedge in
accordance with GAAP) and, in the case of Currency Agreements or Commodity Agreements, such
Currency Agreements or Commodity Agreements are related to business transactions of Holdings
or its Restricted Subsidiaries entered into in the ordinary course of business and, in the
case of Interest Rate Agreements, such Interest Rate Agreements substantially correspond in
terms of notional amount, duration and interest rates, as applicable, to Indebtedness of
Holdings or the Restricted Subsidiaries Incurred without violation of this Indenture;




     (4) any obligation arising from agreements of Holdings or a Restricted Subsidiary
providing for indemnification, Guarantees, adjustment of purchase price, holdbacks,
contingency payment obligations or similar obligations (other than Guarantees of
Indebtedness), in each case, Incurred or assumed in connection with the acquisition or
disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided
that such Indebtedness is not reflected on the face of the balance sheet of Holdings or any
Restricted Subsidiary;



-16-









 






     (5) any obligation arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn
against insufficient funds in the ordinary course of business; provided, however, that such
Indebtedness is extinguished within five Business Days of Incurrence;




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




     (7) all contracts and other obligations, agreements instruments or arrangements
described in clauses (20), (21), (22), (29)(a) or (30) of the definition of “Permitted
Liens.”



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




     (1) such Indebtedness is the obligation of a partnership or joint venture that is not a
Restricted Subsidiary (a “Joint Venture”);




     (2) such Person or a Restricted Subsidiary of such Person is a general partner of the
Joint Venture or otherwise liable for all or a portion of the Joint Venture’s liabilities (a
“General Partner”); and




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




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




     (b) if less than the amount determined pursuant to clause (a) immediately
above, the actual amount of such Indebtedness that is recourse to such Person or a
Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing
and is for a determinable amount.



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



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



     “Initial Purchasers” means J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Banc of
America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, BNP Paribas Securities
Corp., RBC Capital Markets Corporation and Friedman, Billings, Ramsey & Co., Inc.



     “Interest Payment Date” has the meaning provided on the back of the Notes.



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



     “Investment” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of any direct or indirect advance, loan or other
extensions of credit (including by way of Guarantee or similar arrangement, but excluding any debt
or extension of credit represented by a bank deposit other than a time deposit and advances or
extensions of credit to customers in the ordinary course of business) or capital contribution to
(by means of any transfer of cash or other property to others or any payment for property or
services



-17-









 







for the account or use of others), or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments (excluding any interest in a crude oil or natural gas
leasehold to the extent constituting a security under applicable law) issued by, such other Person
and all other items that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP; provided that none of the following will be deemed to be an Investment:




     (1) Hedging Obligations entered into in the ordinary course of business and in
compliance with this Indenture;




     (2) endorsements of negotiable instruments and documents in the ordinary course of
business; and




     (3) an acquisition of assets, Capital Stock or other securities by Holdings or a
Subsidiary for consideration to the extent such consideration consists of Common Stock of
Holdings.



     The amount of any Investment shall not be adjusted for increases or decreases in value,
write-ups, write-downs or write-offs with respect to such Investment.



     For purposes of the definition of “Unrestricted Subsidiary” and Section 4.08,




     (1) “Investment” will include the portion (proportionate to Holdings’ equity interest
in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair
market value of the net assets of such Restricted Subsidiary at the time that such
Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon
a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings will be deemed to
continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if
positive) equal to (a) Holdings’ “Investment” in such Subsidiary at the time of such
redesignation less (b) the portion (proportionate to Holdings’ equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary (as conclusively
determined by the Board of Directors of Holdings in good faith) at the time that such
Subsidiary is so re-designated a Restricted Subsidiary; and




     (2) any property transferred to or from an Unrestricted Subsidiary will be valued at
its fair market value at the time of such transfer, in each case as determined in good faith
by the Board of Directors of Holdings.



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



     “Issue Date” means January 23, 2008.



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



     “Joint Venture” has the meaning provided in the definition of “Indebtedness”.



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



     “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
hypothecation, charge, security interest, preference, priority or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in the nature thereof,
any option or other agreement to sell or give a security interest in and any



-18-









 







filing of or agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be
deemed to constitute a Lien.



     “Management Agreement” means the Management Agreement dated as of December 18, 2006 between
Holdings and Atlas Energy Management, Inc., a Delaware corporation.



     “Minority Interest” means the percentage interest represented by any shares of any class of
Capital Stock of a Restricted Subsidiary that are not owned by Holdings or a Restricted Subsidiary.



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



     “Net Available Cash” from an Asset Disposition means cash payments received (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or otherwise and net proceeds from the sale or other disposition of any securities
received as consideration, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset Disposition or received in
any other non-cash form) therefrom, in each case net of:




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




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




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




     (4) the deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets disposed of in such
Asset Disposition and retained by Holdings or any Restricted Subsidiary after such Asset
Disposition.



     “Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock or any contribution
to equity capital, means the cash proceeds of such issuance, sale or contribution net of attorneys’
fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or
commissions and brokerage, consultant and other fees and charges actually Incurred in connection
with such issuance, sale or contribution and net of taxes paid or payable as a result of such
issuance or sale (after taking into account any available tax credit or deductions and any tax
sharing arrangements).



     “Net Working Capital” means (a) all current assets of Holdings and the Restricted Subsidiaries
except current assets from commodity price risk management activities arising in the ordinary
course of the Energy Business, less (b) all current liabilities of Holdings and the Restricted
Subsidiaries, except current liabilities included in Indebtedness and any current liabilities from
commodity price risk management activities arising in the ordinary course of the Energy Business,
in each case as set forth in the consolidated financial statements of Holdings prepared in
accordance with GAAP.



-19-









 





     “Non-Recourse Debt” means Indebtedness of a Person:




     (1) as to which neither Holdings nor any Restricted Subsidiary (a) provides any
Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity,
agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly
liable (as a guarantor or otherwise);




     (2) no default with respect to which (including any rights that the holders thereof may
have to take enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of Holdings or any
Restricted Subsidiary to declare a default under such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and




     (3) the explicit terms of which provide there is no recourse against any of the assets
of Holdings or its Restricted Subsidiaries.



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



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



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



     “Obligations” means any principal, interest (including any interest accruing subsequent to the
filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for
in the documentation with respect thereto, whether or not such interest is an allowed claim under
applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements
(including reimbursement obligations with respect to letters of credit and bankers’ acceptances),
damages and other liabilities, and guarantees of payment of such principal, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities, payable under the
documentation governing any Indebtedness.



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



     “Offering Memorandum” means the offering memorandum of the Issuers dated January 17, 2008
relating to the Offering.



     “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer or the
Secretary of Holdings. “Officer” of the Company or of any Guarantor has a correlative meaning.



     “Officer’s Certificate” means a certificate signed by an Officer of the Company.



     “Operating Agreement” means the Amended and Restated Operating Agreement of Holdings dated
December 18, 2006 as in effect on the date hereof.



     “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.



     “Parent” means Atlas America, Inc.



     “Parent Change of Control” means:




     (1) any “person” or “group” of related persons (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), is or becomes the Beneficial Owner, directly or
indirectly, of more than 50%



-20-









 







of the total voting power of the Voting Stock of Parent (or its successor by merger,
consolidation or purchase of all or substantially all of its assets) (for the purposes of
this clause (1), such person or group shall be deemed to Beneficially Own any Voting Stock
of Parent held by a parent entity, if such person or group Beneficially Owns, directly or
indirectly, more than 50% of the total voting power of the Voting Stock of such parent
entity); or




     (2) the first day on which a majority of the members of the Board of Directors of
Parent are not (i) nominated by the Board of Directors or (ii) appointed by directors so
nominated; or




     (3) the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of Parent and its Subsidiaries taken as a whole to any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or




     (4) the adoption by the members of Parent of a plan or proposal for the liquidation or
dissolution of Parent.



     “Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the
Notes.



     “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to
DTC, shall include Euroclear and Clearstream).



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



     “Permitted Business Investment” means any Investment made in the ordinary course of, and of a
nature that is or shall have become customary in, the Energy Business including investments or
expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing,
gathering, marketing or transporting oil, natural gas or other hydrocarbons and minerals through
agreements, transactions, interests or arrangements which permit one to share risks or costs,
comply with regulatory requirements regarding local ownership or satisfy other objectives
customarily achieved through the conduct of the Energy Business jointly with third parties,
including:




     (1) ownership interests in oil, natural gas, other hydrocarbons and minerals
properties, liquid natural gas facilities, processing facilities, gathering systems,
pipelines, storage facilities or related systems or ancillary real property interests;




     (2) Investments in the form of or pursuant to operating agreements, working interests,
royalty interests, mineral leases, processing agreements, farm-in agreements, farm-out
agreements, contracts for the sale, transportation or exchange of oil, natural gas, other
hydrocarbons and minerals, production sharing agreements, participation agreements,
development agreements, area of mutual interest agreements, unitization agreements, pooling
agreements, joint bidding agreements, service contracts, joint venture agreements,
partnership agreements (whether general or limited), subscription agreements, stock purchase
agreements, stockholder agreements and other similar agreements (including for limited
liability companies) with third parties (including Unrestricted Subsidiaries); and




     (3) direct or indirect ownership interests in drilling rigs and related equipment,
including, without limitation, transportation equipment.



-21-









 





     “Permitted Investment” means an Investment by Holdings or any Restricted Subsidiary in:




     (1) Holdings, a Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary; provided, however, that the primary business of
such Restricted Subsidiary is the Energy Business;




     (2) another Person whose primary business is the Energy Business if as a result of such
Investment such other Person becomes a Restricted Subsidiary or is merged or consolidated
with or into, or transfers or conveys all or substantially all its assets to, Holdings or a
Restricted Subsidiary and, in each case, any Investment held by such Person; provided that
such Investment was not acquired by such Person in contemplation of such acquisition,
merger, consolidation or transfer;




     (3) cash and Cash Equivalents;




     (4) receivables owing to Holdings or any Restricted Subsidiary created or acquired in
the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such concessionary trade
terms as Holdings or any such Restricted Subsidiary deems reasonable under the
circumstances;




     (5) payroll, commission, travel, relocation and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;




     (6) loans or advances to employees made in the ordinary course of business consistent
with past practices of Holdings or such Restricted Subsidiary;




     (7) Capital Stock, obligations or securities received in settlement of debts created in
the ordinary course of business and owing to Holdings or any Restricted Subsidiary or in
satisfaction of judgments;




     (8) Investments made as a result of the receipt of non-cash consideration from an Asset
Disposition that was made pursuant to and in compliance with Section 4.07;




     (9) Investments in existence on the Issue Date;




     (10) Commodity Agreements, Currency Agreements, Interest Rate Agreements and related
Hedging Obligations, which transactions or obligations are Incurred in compliance with
Section 4.09;




     (11) Guarantees issued in accordance with Section 4.09;




     (12) any Asset Swap or acquisition of Additional Assets made in accordance with
Section 4.07;




     (13) Permitted Business Investments;




     (14) any Person where such Investment was acquired by Holdings or any of the Restricted
Subsidiaries (a) in exchange for any other Investment or accounts receivable held by
Holdings or any such Restricted Subsidiary in connection with or as a result of a
bankruptcy, workout, reorganization or recapitalization of the issuer of such other
Investment or accounts receivable or (b) as a result of a foreclosure by Holdings or any of
the Restricted Subsidiaries with respect to any secured Investment or other transfer of
title with respect to any secured Investment in default;



-22-









 






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




     (16) Guarantees of performance or other obligations (other than Indebtedness) arising
in the ordinary course in the Energy Business, including obligations under oil and natural
gas exploration, development, joint operating, and related agreements and licenses or
concessions related to the Energy Business;




     (17) acquisitions of assets, equity interests or other securities by Holdings for
consideration consisting of Common Stock of Holdings;




     (18) Investments in the Notes; and




     (19) Investments by Holdings or any of the Restricted Subsidiaries, together with all
other Investments pursuant to this clause (19), in an aggregate amount outstanding at the
time of such Investment not to exceed the greater of (a) $40.0 million and (b) 3.0% of
Adjusted Consolidated Net Tangible Assets determined as of the date of such Investment, in
each case outstanding at any one time (with the fair market value of such Investment being
measured at the time such Investment is made and without giving effect to subsequent changes
in value).



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




     (1) Liens securing Indebtedness and other obligations under, and related Hedging
Obligations and Liens on assets of Restricted Subsidiaries securing Guarantees of
Indebtedness and other obligations of Holdings under, any Credit Facility permitted to be
Incurred under this Indenture under Section 4.09(b)(1);




     (2) pledges or deposits by such Person under workmen’s compensation laws, unemployment
insurance laws, social security or old age pension laws or similar legislation, or good
faith deposits in connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits (which may be secured
by a Lien) to secure public or statutory obligations of such Person including letters of
credit and bank guarantees required or requested by the United States, any State thereof or
any foreign government or any subdivision, department, agency, organization or
instrumentality of any of the foregoing in connection with any contract or statute
(including lessee or operator obligations under statutes, governmental regulations,
contracts or instruments related to the ownership, exploration and production of oil,
natural gas, other hydrocarbons and minerals on State, Federal or foreign lands or waters),
or deposits of cash or United States government bonds to secure indemnity performance,
surety or appeal bonds or other similar bonds to which such Person is a party, or deposits
as security for contested taxes or import or customs duties or for the payment of rent, in
each case Incurred in the ordinary course of business;




     (3) statutory and contractual Liens of landlords and Liens imposed by law, including
operators’, vendors’, suppliers’, workers’, construction, carriers’, warehousemen’s,
mechanics’, materialmen’s and repairmen’s Liens, in each case for sums not yet due or being
contested in good faith by appropriate proceedings if a reserve or other appropriate
provisions, if any, as shall be required by GAAP shall have been made in respect thereof;




     (4) Liens for taxes, assessments or other governmental charges or claims not yet
subject to penalties for non-payment or which are being contested in good faith by
appropriate proceedings; provided that appropriate reserves, if any, required pursuant to
GAAP have been made in respect thereof;



-23-









 






     (5) Liens in favor of issuers of surety or performance bonds or letters of credit or
bankers’ acceptances issued pursuant to the request of and for the account of such Person in
the ordinary course of its business;




     (6) survey exceptions, encumbrances, ground leases, easements or reservations of, or
rights of others for, licenses, rights of way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning, building codes or other restrictions
(including, without limitation, minor defects or irregularities in title and similar
encumbrances) as to the use of real properties or Liens incidental to the conduct of the
business of such Person or to the ownership of its properties which do not in the aggregate
materially adversely affect the value of the assets of such Person and its Restricted
Subsidiaries, taken as a whole, or materially impair their use in the operation of the
business of such Person;




     (7) Liens securing Hedging Obligations;




     (8) leases, licenses, subleases and sublicenses of assets (including, without
limitation, real property and intellectual property rights) which do not materially
interfere with the ordinary conduct of the business of Holdings or any of the Restricted
Subsidiaries;




     (9) prejudgment Liens and judgment Liens not giving rise to an Event of Default so long
as any appropriate legal proceedings which may have been duly initiated for the review of
such judgment have not been finally terminated or the period within which such proceedings
may be initiated has not expired;




     (10) Liens for the purpose of securing the payment of all or a part of the purchase
price of, or Capitalized Lease Obligations, purchase money obligations or other payments
Incurred to finance the acquisition, lease, improvement or construction of or repairs or
additions to, assets or property acquired or constructed in the ordinary course of business;
provided that:




     (a) the aggregate principal amount of Indebtedness secured by such Liens is
otherwise permitted to be Incurred under this Indenture and does not exceed the cost
of the assets or property so acquired or constructed; and




     (b) such Liens are created within 180 days of the later of the acquisition,
lease, completion of improvements, construction, repairs or additions or
commencement of full operation of the assets or property subject to such Lien and do
not encumber any other assets or property of Holdings or any Restricted Subsidiary
other than such assets or property and assets affixed or appurtenant thereto;




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




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




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




     (12) Liens arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by Holdings and the Restricted Subsidiaries in the ordinary
course of business;




     (13) Liens existing on the Issue Date;



-24-









 






     (14) Liens on property or shares of Capital Stock of a Person at the time such Person
becomes a Subsidiary; provided, however, that such Liens are not created, Incurred or
assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary;
provided further, however, that any such Lien may not extend to any other property owned by
Holdings or any Restricted Subsidiary (other than assets or property affixed or appurtenant
thereto);




     (15) Liens on property at the time Holdings or any of the Subsidiaries acquired the
property, including any acquisition by means of a merger or consolidation with or into
Holdings or any of the Subsidiaries; provided, however, that such Liens are not created,
Incurred or assumed in connection with, or in contemplation of, such acquisition; provided
further, however, that such Liens may not extend to any other property owned by Holdings or
any Restricted Subsidiary (other than assets or property affixed or appurtenant thereto);




     (16) Liens securing Indebtedness or other obligations of a Subsidiary owing to
Holdings, the Company or a Wholly-Owned Subsidiary;




     (17) Liens securing the Notes, Guarantees and other obligations under this Indenture;




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




     (19) any interest or title of a lessor under any Capitalized Lease Obligation or
operating lease;




     (20) Liens in respect of Production Payments and Reserve Sales, which Liens shall be
limited to the property that is the subject of such Production Payments and Reserve Sales;




     (21) Liens arising under farm-out agreements, farm-in agreements, oil and gas leases,
division orders, marketing agreements, processing agreements, development agreements,
contracts for the sale, purchase, exchange, transportation, gathering or processing of
Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements,
development agreements, joint venture agreements, partnership agreements, operating
agreements, royalties, working interests, net profits interests, joint interest billing
arrangements, participation agreements, production sales contracts, area of mutual interest
agreements, gas balancing or deferred production agreements, injection, repressuring and
recycling agreements, salt water or other disposal agreements, seismic or geophysical
permits or agreements, and other agreements which are customary in the Energy Business;




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




     (23) Liens securing Indebtedness (other than Subordinated Obligations and Guarantor
Subordinated Obligations) in an aggregate principal amount outstanding at any one time,
added together with all other Indebtedness secured by Liens Incurred pursuant to this clause
(23), not to exceed the greater of (a) $15.0 million and (b) 1.0% of Adjusted Consolidated
Net Tangible Assets determined as of the date of such incurrence;




     (24) Liens in favor of the Issuers or any Guarantor;




     (25) deposits made in the ordinary course of business to secure liability to insurance
carriers;




     (26) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods in the ordinary
course of business;



-25-









 






     (27) Liens deemed to exist in connection with Investments in repurchase agreements
permitted under Section 4.09; provided that such Liens do not extend to any assets other
than those that are the subject of such repurchase agreement;




     (28) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (29) any (a) interest or title of a lessor or sublessor under any lease, liens reserved
in oil, gas or other Hydrocarbons, minerals, leases for bonus, royalty or rental payments
and for compliance with the terms of such leases; (b) restriction or encumbrance that the
interest or title of such lessor or sublessor may be subject to (including, without
limitation, ground leases or other prior leases of the demised premises, mortgages,
mechanics’ liens, tax liens, and easements); or (c) subordination of the interest of the
lessee or sublessee under such lease to any restrictions or encumbrance referred to in the
preceding clause (b);




     (30) Liens (other than Liens securing Indebtedness) on, or related to, assets to secure
all or part of the costs incurred in the ordinary course of the Energy Business for the
exploration, drilling, development, production, processing, transportation, marketing,
storage or operation thereof;




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




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




     (33) Liens arising from the deposit of funds or securities in trust for the purpose of
decreasing or defeasing Indebtedness so long as such deposit of funds or securities and such
decreasing or defeasing of Indebtedness are permitted under Section 4.08; and




     (34) Liens in favor of collecting or payor banks having a right of setoff, revocation,
or charge back with respect to money or instruments of Holdings or any Subsidiary of
Holdings on deposit with or in possession of such bank.



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



     “Permitted Payments” means, so long as Holdings is an entity taxable as a partnership or a
disregarded entity for federal income tax purposes, distributions to the direct or indirect owners
or members of Holdings in amounts, with respect to any period, not to exceed the Tax Amount for
each such Person for such period; provided that such distributions shall not exceed the excess of
income taxes (computed as if Holdings and Holdings’ Subsidiaries were a single entity) over income
taxes payable directly by Holdings or Holdings’ Subsidiaries.



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



-26-









 





     “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 as
to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such corporation.



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



     “Production Payments and Reserve Sales” means the grant or transfer by Holdings or a
Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest,
production payment (whether volumetric or dollar denominated), partnership or other interest in oil
and gas properties, reserves or the right to receive all or a portion of the production or the
proceeds from the sale of production attributable to such properties where the holder of such
interest has recourse solely to such production or proceeds of production, subject to the
obligation of the grantor or transferor to operate and maintain, or cause the subject interests to
be operated and maintained, in a reasonably prudent manner or other customary standard or subject
to the obligation of the grantor or transferor to indemnify for environmental, title or other
matters customary in the Energy Business, including any such grants or transfers pursuant to
incentive compensation programs on terms that are reasonably customary in the Energy Business for
geologists, geophysicists or other providers of technical services to Holdings or a Restricted
Subsidiary.



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



     “Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace,
exchange, renew, repay, extend, prepay, redeem or retire (including pursuant to any defeasance or
discharge mechanism) (collectively, “refinance,” “refinances” and “refinanced” shall have
correlative meanings) any Indebtedness (including Indebtedness of Holdings that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that
refinances Indebtedness of another Restricted Subsidiary, but excluding Indebtedness of a
Subsidiary that is not a Restricted Subsidiary that refinances Indebtedness of Holdings or a
Restricted Subsidiary), including Indebtedness that refinances Refinancing Indebtedness; provided,
however, that:




     (1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the
Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier
than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity
of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the
Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated
Maturity of the Notes;




     (2) the Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of the
Indebtedness being refinanced;




     (3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price) that is equal to or less than
the sum of the aggregate principal amount (or if issued with original issue discount, the
aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus,
without duplication, any additional Indebtedness Incurred to pay interest, premiums or
defeasance costs required by the instruments governing such existing Indebtedness and fees
and expenses Incurred in connection therewith); and




     (4) if the Indebtedness being refinanced is subordinated in right of payment to the
Notes or the Guarantee, such Refinancing Indebtedness is subordinated in right of payment to
the Notes or the Guarantee on terms at least as favorable to the holders as those contained
in the documentation governing the Indebtedness being refinanced.



     “Registration Rights Agreement” means that certain registration rights agreement dated as of
the date of this Indenture by and among the Issuers, the Guarantors and the initial purchasers set
forth therein.



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



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



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



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



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



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



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



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



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



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



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



     “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter
acquired whereby Holdings or a Restricted Subsidiary transfers such property to a Person and
Holdings or a Restricted Subsidiary leases it from such Person.



     “SEC” means the United States Securities and Exchange Commission.



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



     “Senior Secured Credit Agreement” means the Credit Agreement dated as of June 29, 2007 among
Holdings, as Parent Guarantor, the Company, as Borrower, JPMorgan Chase Bank, N.A., as
Administrative Agent, and the lenders parties thereto from time to time, including any guarantees,
collateral documents, instruments and agreements executed in connection therewith, and any
amendments, supplements, modifications, extensions, renewals, restatements, refundings or
refinancings thereof and any indentures or credit facilities or commercial paper facilities with
banks or other institutional lenders or investors that replace, refund or refinance any part of the
loans, notes, other credit facilities or commitments thereunder, including any such replacement,
refunding or refinancing facility or indenture that increases the amount borrowable thereunder or
alters the maturity thereof (provided that such increase in borrowings is permitted under Section
4.09).



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



     “Significant Subsidiary” means any Restricted Subsidiary (other than an Issuer) that would be
a “Significant Subsidiary” of Holdings within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC, as in effect on the Issue Date.



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



     “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision, but shall not include any contingent obligations to
repay, redeem or repurchase any such principal prior to the date originally scheduled for the
payment thereof.



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



     “Subsidiary” of any Person means:




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




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



     “Subsidiary Guarantee” means, individually, any Guarantee of payment of the Notes and exchange
notes issued in a registered exchange offer pursuant to the Registration Rights Agreement by a
Subsidiary Guarantor pursuant to the terms of this Indenture and any supplemental indenture
thereto, and, collectively, all such Subsidiary Guarantees. Each such Subsidiary Guarantee will be
in the form prescribed by this Indenture.



     “Subsidiary Guarantor” means Westside Pipeline Company LLC, Atlas America, LLC, Atlas Noble
LLC, AER Pipeline Construction, Inc., Viking Resources, LLC, AIC, LLC, Atlas Energy Ohio, LLC,
Atlas Resources, LLC, Atlas Energy Michigan, LLC, Resource Energy, LLC, Resource Well Services,
LLC, REI-NY, LLC. and Atlas Gas & Oil Company, LLC and any Restricted Subsidiary created or
acquired by Holdings after the Issue Date (other than a Foreign Subsidiary and any Unrestricted
Subsidiary) that is required to provide a guarantee pursuant to Section 4.13.



     “Tax Amount” means, with respect to any Person for any period, the combined federal, state and
local income taxes that would be paid by such Person if it were a New York corporation located in
New York City filing separate tax returns with respect to its Taxable Income for such period;
provided, however, that in determining the Tax Amount, the effect thereon of any net operating loss
carryforwards or other carryforwards or tax attributes, such as alternative minimum tax
carryforwards, that would have arisen if such Person were a New York corporation located in New
York City shall be taken into account. Notwithstanding anything to the contrary, Tax Amount should
not include taxes resulting from such Person’s reorganization as or change in the status of a
corporation.



     “Taxable Income” means, with respect to any Person for any period, such Person’s distributive
share of Holdings’ or Holdings’ Subsidiaries’ taxable income or loss for such period for federal,
state or local income tax purposes; provided that (1) all items of income, gain, loss or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in
taxable income or loss, (2) any basis adjustment made in connection with an election under Section
754 of the Code shall be disregarded and (3) such taxable income shall be increased or such taxable
loss shall be decreased by the amount of any interest expense incurred by Holdings that is not
treated as deductible for federal income tax purposes by a partner or member of Holdings.



-29-









 





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



     “Treasury Rate” means, as of any redemption date, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) which has become
publicly available at least two Business Days prior to the redemption date (or, if such Statistical
Release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from the redemption date to February 1, 2013; provided, however, that if the
period from the redemption date to February 1, 2013 is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields are given, except
that if the period from the redemption date to February 1, 2013 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.



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



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



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



     “Unrestricted Subsidiary” means:




     (1) any Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided
below; and




     (2) any Subsidiary of an Unrestricted Subsidiary.



     The Board of Directors of the Company may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or
consolidation or Investment therein) to be an Unrestricted Subsidiary only if:




     (1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or
Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any
other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so
designated or otherwise an Unrestricted Subsidiary;




     (2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of
designation, and will at all times thereafter, consist of Non-Recourse Debt;




     (3) on the date of such designation, such designation and the Investment of the Company
or a Restricted Subsidiary in such Subsidiary complies with Section 4.08;




     (4) such Subsidiary is a Person with respect to which neither the Company nor any of
the Restricted Subsidiaries has any direct or indirect obligation:




     (a) to subscribe for additional Capital Stock of such Person; or



-30-









 






     (b) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and




     (5) on the date such Subsidiary is designated an Unrestricted Subsidiary, such
Subsidiary is not a party to any agreement, contract, arrangement or understanding with
Holdings or any Restricted Subsidiary with terms substantially less favorable to Holdings
than those that might have been obtained from Persons who are not Affiliates of Holdings.



     In addition, without further designation, Anthem Securities, Inc. will be an Unrestricted
Subsidiary.



     Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving
effect to such designation and an Officer’s Certificate certifying that such designation complies
with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be Incurred as of such date.



     The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that immediately after giving effect to such designation, no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence
thereof and Holdings could Incur at least $1.00 of additional Indebtedness under Section 4.09(a) on
a pro forma basis taking into account such designation.



     “U.S. Government Obligations” means securities that are (a) direct obligations of the United
States of America for the timely payment of which its full faith and credit is pledged or (b)
obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation of the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such U.S. Government Obligations or a specific payment of principal of or interest
on any such U.S. Government Obligations held by such custodian for the account of the holder of
such depositary receipt; provided that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligations or the specific
payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary
receipt.



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



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



     “Voting Stock” of an entity means all classes of Capital Stock of such entity then outstanding
and normally entitled to vote in the election of members of such entity’s Board of Directors.



     “Wholly-Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which
(other than directors’ qualifying shares) is owned by Holdings or another Wholly-Owned Subsidiary.



-31-









 





Section 1.02. Other Definitions.




	 	 	 
	Term	 	Defined in section
	“Affiliate Transaction”
	 	4.12(a)

	“Asset Disposition Offer”
	 	4.07(b)

	“Asset Disposition Offer Amount”
	 	3.09

	“Asset Disposition Offer Period”
	 	3.09

	“Asset Disposition Purchase Date”
	 	3.09

	“Change of Control Offer”
	 	4.06(b)

	“Change of Control Payment”
	 	4.06(b)(i)

	“Change of Control Payment Date”
	 	4.06(b)(ii)

	“Covenant Defeasance”
	 	8.03

	“Defeasance Trust”
	 	8.04

	“DTC”
	 	2.03

	“Event of Default”
	 	6.01

	“Excess Proceeds”
	 	4.07(b)

	“General Partner”
	 	1.01 (definition of Indebtedness)

	“Incremental Funds”
	 	4.08(a)(B)(iv)(C)

	“Initial Lien”
	 	4.10(d)

	“Legal Defeasance”
	 	8.02

	“Note Register”
	 	2.03

	“Pari Passu Notes”
	 	4.07(b)

	“Paying Agent”
	 	2.03

	“Registrar”
	 	2.03

	“Restricted Payment”
	 	4.08(a)

	“Special Incremental Funds”
	 	4.08(a)(B)(iv)(C)

	“Successor Company”
	 	5.01(a)(i)







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




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




     “indenture securities” means the Notes and the Guarantees;




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




     “indenture to be qualified” means this Indenture;




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




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



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



Section 1.04. Rules of Construction.




     Unless the context otherwise requires:




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




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




     (3) “or” is not exclusive;



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




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




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



Section 1.05. Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument
or of a writing appointing any such agent, or the holding by any Person of a Note, shall be
sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of
the Trustee and the Issuers, if made in the manner provided in this Section 1.05.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by or on behalf of any legal entity other than an individual, such certificate or affidavit
shall also constitute proof of the authority of the Person executing the same. The fact and date
of the execution of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner that the Trustee deems sufficient.




          (c) The ownership of Notes shall be proved by the Note Register.




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note
issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon,
whether or not notation of such action is made upon such Note.




          (e) The Issuers may, in the circumstances permitted by the TIA, set a record date for purposes
of determining the identity of Holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or take any other act, or to vote or consent to any action by
vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise
specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person
in respect of any such action, or in the case of any such vote, prior to such vote, any such record
date shall be 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.




          (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard
to any particular Note may do so with regard to all or any part of the principal amount of such
Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or action taken by a
Holder or its agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.




          (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the
Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing,
any request, demand, authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note
may provide its proxy or proxies to the beneficial
owners of interests in any such Global Note through such depositary’s standing instructions
and customary practices.




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          (h) The Issuers may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such
depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request,
demand, authorization, direction, notice, consent, waiver or other action provided in this
Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on
such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice, consent, waiver or
other action, whether or not such Holders remain Holders after such record date. No such request,
demand, authorization, direction, notice, consent, waiver or other action shall be valid or
effective if made, given or taken more than 90 days after such record date.




ARTICLE 2




THE NOTES




Section 2.01. Form and Dating.




     The Notes and the Trustee’s certificate of authentication shall be substantially in the form
of Exhibit A hereto. The Notes may have notations, legends or endorsements required by
law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The
Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.



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



     The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Disposition Offer
as provided in Section 4.07 hereof or a Change of Control Offer as provided in Section 4.06 hereof.
The Notes shall not be redeemable, other than as provided in Article 3.



     Additional Notes ranking pari passu with the Initial Notes may be created and issued from time
to time by the Issuers without notice to or consent of the Holders and shall be consolidated with
and form a single class with the Notes issued on the Issue Date and shall have the same terms as to
status, redemption or otherwise as the Notes issued on the Issue Date; provided that the Issuers’
ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09
hereof.



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



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     The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and
“Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Global Note that is held by Participants through Euroclear or Clearstream.



Section 2.02. Execution and Authentication.




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



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



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



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



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



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



Section 2.03. Registrar and Paying Agent.




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



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



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



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Section 2.04. Paying Agent to Hold Money in Trust.




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



Section 2.05. Holder Lists.




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



Section 2.06. Transfer and Exchange.




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



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



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




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




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




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




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




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




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




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



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




     (D) the Registrar receives the following:




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




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




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




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



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



     (c) Transfer or Exchange of Beneficial Interests for Certificated Notes. (i) A
beneficial interest in a Restricted Global Note may only be exchanged for, or transferred to
Persons who take delivery thereof in the form of, a Restricted Certificated Note as specified in
Section 2.06(a) and upon receipt by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Certificated Note, a
certificate from such holder substantially in the form of Exhibit C hereto,
including the certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance
with Rule 144A, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate
substantially in the form of Exhibit B hereto, including the certifications
in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule
144, a certificate substantially in the form of Exhibit B hereto, including
the certifications in item (3)(a) thereof; or




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     (E) if such beneficial interest is being transferred to Holdings or any of its
Restricted Subsidiaries, a certificate substantially in the form of Exhibit
B hereto, including the certifications in item (3)(b) thereof,




the Trustee shall cause the aggregate principal amount of the applicable Global Note to be
reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and
the Trustee shall authenticate and mail to the Person designated in the instructions a
Certificated Note in the applicable principal amount. Any Certificated Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c) shall be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant. The Trustee
shall mail such Certificated Notes to the Persons in whose names such Notes are so
registered. Any Certificate Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein. 




     (ii) Beneficial Interests in Restricted Global Notes to Unrestricted Certificated
Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such
beneficial interest for an Unrestricted Certificated Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated
Note only upon the occurrence of any of the events in subsection (i), (ii) or (iii) of
Section 2.06(a) hereof and if:




     (A) such exchange or transfer is effected pursuant to the Exchange Offer in
accordance with the Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the Exchange Notes
or (3) a Person who is an affiliate (as defined in Rule 144) of the Company;




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




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




     (D) the Registrar receives the following:




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




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




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




     (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Certificated Notes. If any holder of a beneficial interest in an Unrestricted Global
Note proposes to exchange such beneficial interest



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for a Certificated Note or to transfer
such beneficial interest to a Person who takes delivery thereof in the form of a
Certificated Note, then, upon the occurrence of any of the events in subsection (i), (ii) or
(iii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers
shall execute and the Trustee shall authenticate and mail to the Person designated in the
instructions a Certificated Note in the applicable principal amount. Any Certificated Note
issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be
registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through instructions from or
through the Depositary and the Participant or Indirect Participant. The Trustee shall mail
such Certificated Notes to the Persons in whose names such Notes are so registered. Any
Certificated Note issued in exchange for a beneficial interest pursuant to this Section
2.06(c)(iii) shall not bear the Private Placement Legend.



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



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




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




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




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




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




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




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




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



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




     (D) the Registrar receives the following:




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




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




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




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



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



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




     (i) Private Placement Legend.




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



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“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE
144A NOTES: ONE YEAR (OR SUCH SHORTER PERIOD THEN REQUIRED UNDER RULE 144 OR ITS
SUCCESSOR RULE) IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE
OF ANY ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.”




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




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




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




“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY



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OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUERS OR THEIR AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”



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



     (i) General Provisions Relating to Transfers and Exchanges.




     (i) To permit registrations of transfers and exchanges, the Issuers shall execute and
the Trustee shall authenticate Global Notes and Certificated Notes upon the Issuers’ order
or at the Registrar’s request.



          (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or
to a Holder of a Certificated Note for any registration of transfer or exchange, but the Issuers
may require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.06, 4.07 and 9.05
hereof).




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




          (iv) All Global Notes and Certificated Notes issued upon any registration of transfer or
exchange of Global Notes or Certificated Notes shall be the valid obligations of the Issuers and
the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture,
as the Global Notes or Certificated Notes surrendered upon such registration of transfer or
exchange.




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




          (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent, the Issuers and the Guarantors may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of principal of
and interest on such Notes and for




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all other purposes, and none of the Trustee, any Agent, the
Issuers or any Guarantor shall be affected by notice to the contrary.




          (vii) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with
the provisions of Section 2.02 hereof.




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




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




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



Section 2.07. Replacement Notes.




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



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


Section 2.08. Outstanding Notes.




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



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



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



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



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Section 2.09. Treasury Notes.




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


Section 2.10. Temporary Notes.




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



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


Section 2.11. Cancellation.




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


Section 2.12. Defaulted Interest.




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


Section 2.13. CUSIP Numbers.




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



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ARTICLE 3




REDEMPTION AND PREPAYMENT



Section 3.01. Notices to Trustee.




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


Section 3.02. Selection of Notes to Be Redeemed.




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




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




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



     Notes and portions of Notes selected shall be in amounts of $2,000 or an integral multiple of
$1,000 in excess of $2,000. No Notes of $2,000 in original principal amount or less shall be
redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not
more than 60 days before the redemption date to each Holder of Notes to be redeemed at its
registered address. Notices of redemption may not be conditional.



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


Section 3.03. Notice of Redemption.




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



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




     (a) the redemption date;




     (b) the redemption price;




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



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




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




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




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




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



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



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


Section 3.04. Effect of Notice of Redemption.




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


Section 3.05. Deposit of Redemption Price.




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



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



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Section 3.06. Notes Redeemed in Part.




     Upon surrender of a Note that is redeemed in part, the Issuers shall issue and, upon the
Issuers’ written request, the Trustee shall authenticate for the Holder at the expense of the
Issuers a new Note equal in principal amount to the unredeemed portion of the Note surrendered.


Section 3.07. Optional Redemption.




     (a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuers shall not
have the option to redeem the Notes prior to February 1, 2013. On or after February 1, 2013, the
Issuers shall have the option to redeem all or, from time to time, a part of the Notes upon not
less than 30 nor more than 60 days’ prior notice mailed to the registered address of each Holder of
Notes to be so redeemed, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest on the Notes, if any, to the applicable
redemption date (subject to the rights of Holders of record on the relevant record date to receive
interest due on an Interest Payment Date), if redeemed during the twelve-month period beginning on
February 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.375	%
	2014
	 	 	103.583	%
	2015
	 	 	101.792	%
	2016 and thereafter
	 	 	100.000	%






     (b) The Notes may be redeemed, in whole or in part, at any time prior to February 1, 2013 at
the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to each holder of Notes at its registered address, at a redemption price equal to
100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued
and unpaid interest to, the applicable redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on the relevant Interest Payment Date).



     (c) Prior to February 1, 2011 the Issuers may, at their option, on any one or more occasions
redeem up to 35% of the aggregate principal amount of the Notes (including Additional Notes) issued
under this Indenture with the Net Cash Proceeds of one or more Equity Offerings at a redemption
price of 110.750% of the principal amount thereof, plus accrued and unpaid interest, if any, and
liquidated damages, if any, to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant Interest Payment Date); provided
that




     (1) at least 65% of the original principal amount of the Notes issued on the Issue Date
remains outstanding after each such redemption; and




     (2) the redemption occurs within 90 days after the closing of the related Equity
Offering.



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


Section 3.08. Mandatory Redemption.




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



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Section 3.09. Offer to Purchase by Application of Net Available Cash.




     In the event that, pursuant to Section 4.07 hereof, the Issuers shall be required to commence
an Asset Disposition Offer to all Holders and all holders of Pari Passu Notes, it shall follow the
procedures specified below.



     The Asset Disposition Offer will remain open for a period of 20 Business Days following its
commencement, except to the extent that a longer period is required by applicable law (the “Asset
Disposition Offer Period”). No later than five Business Days after the termination of the Asset
Disposition Offer Period (the “Asset Disposition Purchase Date”), the Issuers will purchase the
principal amount of Notes and Pari Passu Notes required to be purchased pursuant to Section 4.07
hereof (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount
has been so validly tendered, all Notes and Pari Passu Notes validly tendered in response to the
Asset Disposition Offer.



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



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




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




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




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




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




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




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




     (g) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the
Asset Dispostion Offer Amount, the Issuers shall select the Notes to be purchased on a pro
rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only
Notes in minimum denominations of $2,000, or integral multiples of $1,000 in excess of
$2,000, shall be purchased); and



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



     On or before the Asset Disposition Purchase Date, the Issuers will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount
of Notes and Pari Passu Notes or portions of Notes and Pari Passu Notes so validly tendered and not
properly withdrawn pursuant to the Asset Disposition Offer, or if less than the Asset Disposition
Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Notes
so validly tendered and not properly withdrawn, in each case in a minimum principal amount of
$2,000 and integral multiples of $1,000 in excess of $2,000. The Issuers will deliver to the
Trustee an Officer’s Certificate stating that such Notes or portions thereof were accepted for
payment by the Issuers in accordance with the terms of this Section 3.09 and, in addition, the
Issuers will deliver all certificates and notes required, if any, by the agreements governing the
Pari Passu Notes. The Issuers or the paying agent, as the case may be, will promptly (but in any
case not later than five Business Days after the termination of the Asset Disposition Offer Period)
mail or deliver to each tendering Holder of Notes or holder or lender of Pari Passu Notes, as the
case may be, an amount equal to the purchase price of the Notes or Pari Passu Notes so validly
tendered and not properly withdrawn by such Holder or lender, as the case may be, and accepted by
the Issuers for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon
delivery of an Officer’s Certificate from the Issuers, will authenticate and mail or deliver such
new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered; provided that each such new Note will be in a minimum principal amount of $2,000 or an
integral multiple of $1,000 in excess of $2,000. In addition, the Issuers will take any and all
other actions required by the agreements governing the Pari Passu Notes. Any Note not so accepted
will be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers will
publicly announce the results of the Asset Disposition Offer on the Asset Disposition Purchase
Date.



ARTICLE 4




COVENANTS



Section 4.01. Payment of Notes.




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



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


Section 4.02. Maintenance of Office or Agency.




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



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fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.



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



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


Section 4.03. Compliance Certificate.




     (a) The Issuers and the Guarantors shall deliver to the Trustee, within 120 days after the end
of each fiscal year, an Officer’s Certificate stating that a review of the activities of Holdings
and the Restricted Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the Issuers and the
Guarantors have kept, observed, performed and fulfilled their respective obligations under this
Indenture and the Guarantees, respectively, and further stating, as to each such Officer signing
such certificate, that to the best of his or her knowledge each of such Issuers and such
Guarantors, as the case may be, has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have
occurred and be continuing, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action such Issuer or such Guarantor, as the case may be, is taking or
proposes to take with respect thereto).



     (b) [Reserved].



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


Section 4.04. Taxes.




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


Section 4.05. Stay, Extension and Usury Laws.




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



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Section 4.06. Change of Control.




     (a) If a Change of Control occurs, unless the Issuers have previously or concurrently
exercised their right to redeem all of the Notes pursuant to Section 3.07, each Holder will have
the right to require the Issuers to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess of $2,000) of such Holder’s Notes at a purchase price in cash equal to
101% of the principal amount of the Notes plus accrued and unpaid interest, if any, and liquidated
damages, if any, to the date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date).



     (b) Within 30 days following any Change of Control, unless the Issuers have previously or
concurrently exercised their right to redeem all of the Notes pursuant to Section 3.07, the Issuers
will mail a notice (the “Change of Control Offer”) to each Holder, with a copy to the Trustee,
stating:




     (i) that a Change of Control has occurred and that such Holder has the right to require
the Issuers to purchase such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount of such Notes plus accrued and unpaid interest, if any, and liquidated
damages, if any, to the date of purchase (subject to the right of holders of record on a
record date to receive interest on the relevant Interest Payment Date) (the “Change of
Control Payment”);




     (ii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed) (the “Change of Control Payment Date”);




     (iii) that any Note not properly tendered will remain outstanding and continue to
accrue interest;




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




     (v) that Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the
notice at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date;




     (vi) that Holders will be entitled to withdraw their tendered Notes and their election
to require the Issuers to purchase such Notes; provided that the paying agent receives, not
later than the close of business on the 30th day following the date of the Change of Control
notice, a telegram, telex, facsimile transmission or letter setting forth the name of the
Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement
that such Holder is withdrawing its tendered Notes and its election to have such Notes
purchased;




     (vii) that if the Issuers are repurchasing less than all of the Notes, the holders of
the remaining Notes will be issued new Notes and such new Notes will be equal in principal
amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the
Notes must be equal to a minimum principal amount of $2,000 and an integral multiple of
$1,000 in excess of $2,000; and




     (viii) the procedures determined by the Issuers, consistent with this Indenture, that a
holder must follow in order to have its Notes repurchased.



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



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     (i) accept for payment all Notes or portions of Notes (in a minimum principal amount of
$2,000 and integral multiples of $1,000 in excess of $2,000) properly tendered pursuant to
the Change of Control Offer;




     (ii) deposit with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered and not properly withdrawn; and




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



     (d) The Paying Agent will promptly mail to each holder of Notes properly tendered and not
properly withdrawn the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in
principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each
such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in
excess of $2,000.



     (e) If the Change of Control Payment Date is on or after an interest record date and on or
before the related Interest Payment Date, any accrued and unpaid interest, and liquidated damages,
if any, will be paid to the Person in whose name a Note is registered at the close of business on
such record date, and no further interest will be payable to holders who tender pursuant to the
Change of Control Offer.



     (f) The Change of Control provisions set forth above will be applicable whether or not any
other provisions of this Indenture are applicable.



     (g) The Issuers will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of
Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.



     (h) A Change of Control Offer may be made in advance of a Change of Control, and conditioned
upon the occurrence of a Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making the Change of Control Offer.



     (i) The Issuers shall comply, to the extent applicable, with the requirements of Rule 14e-1 of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Notes as a result of a Change of Control. To the extent that the provisions of any securities laws
or regulations conflict with provisions of this Indenture, or compliance with the Change of Control
provisions of this Indenture would constitute a violation of any such laws or regulations, the
Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to
have breached the Issuers’ obligations described in this Indenture by virtue of the Issuers’
compliance with such securities laws or regulations.



     (j) For the avoidance of doubt, and notwithstanding any other provision to the contrary
herein, the provisions under this Indenture relative to the Issuers’ obligation to make an offer to
repurchase the Notes as a result of a Change of Control may be waived or modified or terminated
with the written consent of the Holders of a majority in principal amount of the Notes then
outstanding (including consents obtained in connection with a tender offer or exchange offer for
the Notes) prior to the occurrence of such Change of Control.


Section 4.07. Limitation on Sales of Assets and Subsidiary Stock.




     (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, make any
Asset Disposition unless:



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     (i) Holdings or such Restricted Subsidiary, as the case may be, receives consideration
at the time of such Asset Disposition at least equal to the fair market value (such fair
market value to be determined on the date of contractually agreeing to such Asset
Disposition), as determined in good faith by the Board of Directors (including as to the
value of all noncash consideration), of the shares and assets subject to such Asset
Disposition;




     (ii) at least 75% of the consideration received by Holdings or such Restricted
Subsidiary, as the case may be, from such Asset Disposition is in the form of cash or Cash
Equivalents or Additional Assets, or any combination thereof; and




     (iii) except as provided in paragraph (b) below, an amount equal to 100% of the Net
Available Cash from such Asset Disposition is applied, within 18 months from the later of
the date of such Asset Disposition or the receipt of such Net Available Cash, by Holdings or
such Restricted Subsidiary, as the case may be:




     (A) to the extent Holdings or any Restricted Subsidiary, as the case may be,
elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem
or purchase Indebtedness of Holdings or the Restricted Subsidiaries under the Senior
Secured Credit Agreement, any other Indebtedness of Holdings, an Issuer or a
Subsidiary Guarantor that is secured by a Lien permitted to be Incurred under this
Indenture or Indebtedness (other than Disqualified Stock) of any Wholly-Owned
Subsidiary that is not an Issuer or a Guarantor; provided, however, that, in
connection with any prepayment, repayment, redemption or purchase of Indebtedness
pursuant to this clause (A), Holdings or such Restricted Subsidiary will retire such
Indebtedness and will cause the related commitment (if any) to be permanently
reduced in an amount equal to the principal amount so prepaid, repaid or purchased;
or




     (B) to invest in Additional Assets;




provided that pending the final application of any such Net Available Cash in accordance
with Section 3.09 and 4.07, Holdings and the Restricted Subsidiaries may temporarily reduce
Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by
this Indenture, but such proceeds shall not constitute Available Cash prior to such final
application.



     (b) Any Net Available Cash from Asset Dispositions that is not applied or invested as provided
in paragraph (a) above will be deemed to constitute “Excess Proceeds.” Not later than the day
following the date that is 18 months from the later of the date of such Asset Disposition or the
receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $20.0
million, the Issuers will be required to make an offer (“Asset Disposition Offer”) to all holders
of Notes and to the extent required by the terms of other Pari Passu Indebtedness, to all holders
of other Pari Passu Indebtedness outstanding with similar provisions requiring Holdings or a
Restricted Subsidiary to make an offer to purchase such Pari Passu Indebtedness with the proceeds
from any Asset Disposition (“Pari Passu Notes”), to purchase the maximum principal amount of Notes
and any such Pari Passu Notes to which the Asset Disposition Offer applies that may be purchased
out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount (or, in the event such Pari Passu Indebtedness of Holdings or a Restricted Subsidiary was
issued with significant original issue discount, 100% of the accreted value thereof) of the Notes
and Pari Passu Notes plus accrued and unpaid interest and liquidated damages, if any (or in respect
of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of
such Indebtedness), to the date of purchase (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant Interest Payment Date), in accordance
with the procedures set forth in this Indenture or the agreements governing the Pari Passu Notes,
as applicable, in each case in minimum principal amount of $2,000 and integral multiples of $1,000
in excess of $2,000. If the aggregate principal amount of Notes surrendered by holders thereof and
other Pari Passu Notes surrendered by holders or lenders, collectively, exceeds the amount of
Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the
basis of the aggregate principal amount of tendered Notes and Pari Passu Notes. To the extent that
the aggregate amount of Notes and Pari Passu Notes so



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validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less
than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general company
purposes, subject to the other covenants contained in this Indenture. Upon completion of such
Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.



     (c) [Reserved].



     (d) [Reserved].



     (e) [Reserved].



     (f) The Issuers shall comply, to the extent applicable, with the requirements of Rule 14e-1 of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Notes pursuant to this Indenture. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this covenant, the Issuers shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached their obligations under
this Indenture by virtue of their compliance with such securities laws or regulations.



     (g) For the purposes of Section 4.07(a)(ii), the following will be deemed to be cash:




     (1) the assumption by the transferee of Indebtedness (other than Subordinated
Obligations or Disqualified Stock) of the Company or Indebtedness of Holdings or a
Restricted Subsidiary of the Company (other than Subordinated Obligations or Disqualified
Stock of the Company, Guarantor Subordinated Obligations or Disqualified Stock of any
Guarantor) and the release of Holdings or such Restricted Subsidiary from all liability on
such Indebtedness in connection with such Asset Disposition (or in lieu of such a release,
the agreement of the acquirer or its parent company to indemnify and hold Holdings or such
Restricted Subsidiary harmless from and against any loss, liability or cost in respect of
such assumed Indebtedness; provided, however, that such indemnifying party (or its long term
debt securities) shall have an Investment Grade Rating (with no indication of a negative
outlook or credit watch with negative implications, in any case, that contemplates such
indemnifying party (or its long term debt securities) failing to have an Investment Grade
Rating), in which case Holdings will, without further action, be deemed to have applied such
deemed cash to Indebtedness in accordance with Section 4.07(a)(iii)(A); and




     (2) securities, notes or other obligations received by Holdings or any Restricted
Subsidiary from the transferee that are converted by Holdings or such Restricted Subsidiary
into cash within 180 days after receipt thereof.



     Notwithstanding the foregoing, the 75% limitation referred to in Section 4.07(a)(ii) shall be
deemed satisfied with respect to any Asset Disposition in which the cash or Cash Equivalents
portion of the consideration received therefrom, determined in accordance with the foregoing
provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have
been had such Asset Disposition complied with the aforementioned 75% limitation.



     (h) The requirement of Section 4.07(a)(iii)(B) shall be deemed to be satisfied if an agreement
(including a lease, whether a capital lease or an operating lease) committing to make the
acquisitions or expenditures referred to therein is entered into by Holdings or the Restricted
Subsidiary within the specified time period and such Net Available Cash is subsequently applied in
accordance with such agreement within six months following such agreement.


Section 4.08. Limitation on Restricted Payments.




     (a) Holdings will not, and will not permit any of the Restricted Subsidiaries, directly or
indirectly, to:



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     (i) declare or pay any dividend or make any payment or distribution on or in respect of
Holdings’ Capital Stock (including any payment or distribution in connection with any merger
or consolidation involving Holdings or any of the Restricted Subsidiaries) except:




     (a) dividends or distributions by Holdings payable solely in Capital Stock of
Holdings (other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock of Holdings; and




     (b) dividends or distributions payable to Holdings or a Restricted Subsidiary
and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to minority
stockholders (or owners of an equivalent interest in the case of a Subsidiary that
is an entity other than a corporation) so long as Holdings or a Restricted
Subsidiary receives at least its pro rata share of such dividend or distribution;




     (ii) purchase, redeem, defease, retire or otherwise acquire for value any Capital Stock
of Holdings or any direct or indirect parent of Holdings held by Persons other than Holdings
or a Restricted Subsidiary (other than in exchange for Capital Stock of Holdings (other than
Disqualified Stock);




     (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value,
prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any
Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness
permitted under Section 4.09(b)(3) or (y) the purchase, repurchase, redemption, defeasance
or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated
Obligations purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of purchase,
repurchase, redemption, defeasance or other acquisition or retirement); or




     (iv) make any Restricted Investment in any Person


(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition,
retirement or Restricted Investment referred to in clauses (i) through (iv) shall be referred to
herein as a “Restricted Payment”), unless at the time Holdings or such Restricted Subsidiary makes
such Restricted Payment:





     (A) no Default shall have occurred and be continuing (or would result therefrom); and




     (B) either: (1) if the Consolidated Coverage Ratio for Holdings and the Restricted
Subsidiaries on the last day of the immediately preceding fiscal quarter is at least 2.25 to
1.0, the aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made during the fiscal quarter in which such Restricted Payment is made does not
exceed the result of:




     (i) Available Cash; plus




     (ii) without duplication of amounts included in Available Cash, 100% of the
aggregate Net Cash Proceeds, and the fair market value (as determined by Holdings’
Board of Directors in good faith) of property or securities other than cash
(including Capital Stock of Persons engaged primarily in the Energy Business or
assets used in the Energy Business), in each case received by Holdings from the
substantially concurrent issue or sale of its Capital Stock (other than Disqualified
Stock) or other substantially concurrent capital contributions subsequent to the
Issue Date (other than Net Cash Proceeds received from an issuance or sale of such
Capital Stock to (x) management, employees, directors or any direct or indirect
parent of Holdings, to the extent such Net Cash Proceeds have been used to make a
Restricted Payment pursuant to Section 4.08(b)(5)(a), (y) a Subsidiary of Holdings
or (z) an employee stock ownership plan, option plan or similar trust (to the extent
such sale to an employee stock ownership plan, option plan or similar



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trust is financed by loans from or Guaranteed by Holdings or any Restricted
Subsidiary unless such loans have been repaid with cash on or prior to the date of
determination)); plus




     (iii) the amount by which Indebtedness of Holdings or the Restricted
Subsidiaries is reduced on Holdings’ balance sheet upon the conversion or exchange
(other than by a Wholly-Owned Subsidiary of Holdings) subsequent to the Issue Date
of any Indebtedness of Holdings or the Restricted Subsidiaries convertible or
exchangeable for Capital Stock (other than Disqualified Stock) of Holdings (less the
amount of any cash, or the fair market value of any other property (other than such
Capital Stock), distributed by Holdings upon such conversion or exchange), together
with the net proceeds, if any, received by Holdings or any of the Restricted
Subsidiaries upon such conversion or exchange; plus




     (iv) without duplication of amounts included in Available Cash, the amount
equal to the aggregate net reduction in Restricted Investments made by Holdings or
any of the Restricted Subsidiaries in any Person resulting from:




     (A) repurchases, repayments or redemptions of such Restricted
Investments by such Person, proceeds realized upon the sale of such
Restricted Investment (other than to a Subsidiary of Holdings), repayments
of loans or advances or other transfers of assets (including by way of
dividend or distribution) by such Person to Holdings or any Restricted
Subsidiary;




     (B) the redesignation of Unrestricted Subsidiaries as Restricted
Subsidiaries (valued in each case as provided in the definition of
“Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the
amount of Investments previously made by Holdings or any Restricted
Subsidiary in such Unrestricted Subsidiary, which amount in each case under
this clause (iv) was included in the calculation of the amount of Restricted
Payments; and




     (C) the sale (other than to Holdings or a Restricted Subsidiary) of the
Capital Stock of an Unrestricted Subsidiary or a distribution from an
Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary (items
(ii), (iii) and (iv) being referred to as “Incremental Funds” and for
purposes of clause (2)(ii) below, items (ii) and (iv) above being referred
to as “Special Incremental Funds”); minus




     (v) the aggregate amount of Incremental Funds previously expended pursuant to
this clause (B)(1) or clause (B)(2) below; or




     (2) if the Consolidated Coverage Ratio for Holdings and the Restricted Subsidiaries as
of the last day of the immediately preceding fiscal quarter is less than 2.25 to 1.0, the
aggregate amount of such Restricted Payment and all other Restricted Payments declared or
made during the fiscal quarter in which such Restricted Payment and other Restricted
Payments is made does not exceed:




     (i) $120.0 million less the aggregate amount of Restricted Payments made since
the Issue Date pursuant to this clause (B)(2); plus




     (ii) the aggregate amount of Special Incremental Funds not previously expended
pursuant to clause (B)(1) above or this clause (B)(2).



     (b) The provisions of Section 4.08(a) will not prohibit:




     (1) any Restricted Payment made by exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of Holdings (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership
plan or similar trust to the extent such sale to



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an employee stock ownership plan or similar trust is financed by loans from or
Guaranteed by Holdings or any Restricted Subsidiary unless such loans have been repaid with
cash on or prior to the date of determination) or a substantially concurrent cash capital
contribution received by Holdings from its members; provided, however, that (a) such
Restricted Payment will be excluded from subsequent calculations of the amount of Restricted
Payments and (b) the Net Cash Proceeds from such sale of Capital Stock or capital
contribution will be excluded from Available Cash and clause (B)(1)(ii) of paragraph (a)
above and the definition of Incremental Funds;




     (2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any
Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale
of, Subordinated Obligations of the Company or any purchase, repurchase, redemption,
defeasance or other acquisition or retirement of Guarantor Subordinated Obligations made by
exchange for or out of the proceeds of the substantially concurrent sale of Guarantor
Subordinated Obligations that, in each case, is permitted to be Incurred pursuant to
Section 4.09; provided, however, that such purchase, repurchase, redemption, defeasance,
acquisition or retirement will be excluded from subsequent calculations of the amount of
Restricted Payments;




     (3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Disqualified Stock of Holdings or a Restricted Subsidiary made by exchange for or out of
the proceeds of the substantially concurrent sale of Disqualified Stock of Holdings or such
Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred
pursuant to Section 4.09; provided further, however, that such purchase, repurchase,
redemption, defeasance, acquisition or retirement will be excluded from subsequent
calculations of the amount of Restricted Payments;




     (4) dividends paid or distributions made within 60 days after the date of declaration
if at such date of declaration such dividend or distribution would have complied with this
Section 4.08; provided, however, that such dividends and distributions will be included
(without duplication) in subsequent calculations of the amount of Restricted Payments (to
the extent the declaration thereof has not been previously included); and provided, however,
that for purposes of clarification, this clause (4) shall not include cash payments in lieu
of the issuance of fractional shares included in clause (9) below;




     (5) (a) so long as no Default has occurred and is continuing, the purchase of Capital
Stock, or options, warrants, equity appreciation rights or other rights to purchase or
acquire Capital Stock of Parent, Holdings or any Restricted Subsidiary held by any existing
or former employees, management or directors of Parent, Holdings or any Subsidiary of
Holdings or their assigns, estates or heirs, in each case in connection with the repurchase
provisions under employee stock option or stock purchase agreements or other agreements to
compensate management, employees or directors; provided that such redemptions or repurchases
pursuant to this subclause (a) during any calendar year will not exceed $3.0 million in the
aggregate (with unused amounts in any calendar year being carried over to succeeding
calendar years subject to a maximum (without giving effect to the immediately following
proviso) of $4.0 million in any calendar year); provided, further, that such amount in any
calendar year may be increased by an amount not to exceed (A) the cash proceeds received by
Holdings from the sale of Capital Stock of Holdings to members of management or directors of
Holdings and the Restricted Subsidiaries that occurs after the Issue Date (to the extent the
cash proceeds from the sale of such Capital Stock have not otherwise been applied to the
payment of Restricted Payments by virtue of the initial clause (B) of paragraph (a) above),
plus (B) the cash proceeds of key man life insurance policies received by Holdings and the
Restricted Subsidiaries after the Issue Date (to the extent the cash proceeds of key man
life insurance policies have not otherwise been applied to the payment of Restricted
Payments by virtue of the initial clause (B) of paragraph (a) above), less (C) the amount of
any Restricted Payments made pursuant to clauses (A) and (B) of this clause (5)(a);
provided, further, however, that the amount of any such repurchase or redemption under this
subclause (a) will be excluded in subsequent calculations of the amount of Restricted
Payments and the proceeds received from any such sale will be excluded from the initial
clause (B) of paragraph (a) above (including the definition of Incremental Funds); and



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     (b) the cancellation of loans or advances to employees or directors of Holdings or any
Subsidiary of Holdings the proceeds of which are used to purchase Capital Stock of Holdings,
in an aggregate amount not in excess of $2.0 million at any one time outstanding; provided,
however, that Holdings and its Subsidiaries will comply in all material respects with all
applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith in connection with such loans or advances; provided,
further, that the amount of such cancelled loans and advances will be included in subsequent
calculations of the amount of Restricted Payments;




     (6) repurchases, redemptions or other acquisitions or retirements for value of Capital
Stock deemed to occur upon the exercise of stock options, warrants, rights to acquire
Capital Stock or other convertible securities if such Capital Stock represents a portion of
the exercise or exchange price thereof, and any repurchases, redemptions or other
acquisitions or retirements for value of Capital Stock made in lieu of withholding taxes in
connection with any exercise or exchange of warrants, options or rights to acquire Capital
Stock; provided, however, that such repurchases will be excluded from subsequent
calculations of the amount of Restricted Payments;




     (7) the purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of any Subordinated Obligation (i) at a purchase price not greater than 101% of
the principal amount of such Subordinated Obligation in the event of a Change of Control in
accordance with provisions similar to Section 4.06 or (ii) at a purchase price not greater
than 100% of the principal amount thereof in accordance with provisions similar to those in
Section 4.07; provided that, prior to or simultaneously with such purchase, repurchase,
redemption, defeasance or other acquisition or retirement, the Issuers have made the Change
of Control Offer or Asset Disposition Offer, as applicable, as provided in Section 4.06 or
4.07, as applicable, with respect to the Notes and have completed the repurchase or
redemption of all Notes validly tendered for payment in connection with such Change of
Control Offer or Asset Disposition Offer; provided, however, that such repurchases will be
included in subsequent calculations of the amount of Restricted Payments;




     (8) payments or distributions to dissenting stockholders of acquired businesses
pursuant to applicable law or in connection with the settlement or other satisfaction of
legal claims made pursuant to or in connection with a consolidation, merger or transfer of
assets otherwise permitted under this Indenture; provided, however, that any payment
pursuant to this clause (8) shall be excluded from the calculation of the amount of
Restricted Payments;




     (9) cash payments in lieu of the issuance of fractional shares; provided, however, that
any payment pursuant to this clause (9) shall be excluded from the calculation of the amount
of Restricted Payments; and




     (10) Permitted Payments.



     (c) The amount of all Restricted Payments (other than cash) shall be the fair market value on
the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred
or issued by Holdings or such Restricted Subsidiary, as the case may be, pursuant to such
Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount.
The fair market value of any non-cash Restricted Payment that is less than $20.0 million shall be
determined conclusively by an Officer of the Company and the fair market value of any non-cash
Restricted Payment that is more than $20.0 million shall be determined conclusively by the Board of
Directors of the Company acting in good faith whose resolution with respect thereto shall be
delivered to the Trustee. Not later than the date of making any Restricted Payment, the Issuers
shall deliver to the Trustee an Officer’s Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by Section 4.08 were
computed, together with a copy of any fairness opinion or appraisal required by this Indenture.



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     (d) The Issuers shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary
except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purpose
of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments
by Holdings and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so
designated will be deemed to be Restricted Payments in an amount determined as set forth in the
last sentence of the definition of “Investment.” Such designation shall be permitted only if a
Restricted Payment in such amount would be permitted at such time, whether pursuant to Section
4.08(a) or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject
to any of the restrictive covenants set forth in this Indenture.


Section 4.09. Limitation on Indebtedness and Preferred Stock.




     (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness (including Acquired Indebtedness) and Holdings will not permit
any of the Restricted Subsidiaries to issue Preferred Stock; provided, however, that Holdings may
Incur Indebtedness and the Company and any of the Subsidiary Guarantors may Incur Indebtedness and
issue Preferred Stock if on the date thereof:




     (1) the Consolidated Coverage Ratio for Holdings and the Restricted Subsidiaries is at
least 2.25 to 1.00, determined on a pro forma basis (including a pro forma application of
proceeds); and




     (2) no Default will have occurred or be continuing or would occur as a consequence of
Incurring the Indebtedness or transactions relating to such Incurrence.



     (b) Section 4.09(a) hereof will not prohibit the Incurrence of the following Indebtedness or
issuance of the following Preferred Stock, as the case may be:




     (1) Indebtedness of the Company Incurred pursuant to one or more Credit Facilities in
an aggregate amount not to exceed the greater of (a) $735.0 million less the aggregate
amount of all permanent principal repayments since the Issue Date under a Credit Facility
made under Section 4.07(a)(iii)(A) hereof, or (b) 40.0% of Adjusted Consolidated Net
Tangible Assets determined as of the date of the Incurrence of such Indebtedness after
giving effect to the application of the proceeds therefrom, in each case outstanding at any
one time;




     (2) Guarantees by the Company or Guarantors of Indebtedness of the Company or a
Guarantor, as the case may be, Incurred in accordance with the provisions of this Indenture;
provided that in the event such Indebtedness that is being Guaranteed is a Subordinated
Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be
subordinated in right of payment to the Notes or the Guarantee to at least the same extent
as the Indebtedness being Guaranteed, as the case may be;




     (3) Indebtedness of Holdings owing to and held by any Restricted Subsidiary or
Indebtedness of a Restricted Subsidiary owing to and held by Holdings or any Restricted
Subsidiary; provided, however, that (i) any subsequent issuance or transfer of Capital Stock
or any other event which results in any such Indebtedness being held by a Person other than
Holdings or a Restricted Subsidiary and (ii) any sale or other transfer of any such
Indebtedness to a Person other than Holdings or a Restricted Subsidiary shall be deemed, in
each case, to constitute an Incurrence of such Indebtedness by Holdings or such Restricted
Subsidiary, as the case may be;




     (4) Indebtedness represented by (a) the Notes issued on the Issue Date, and the related
Exchange Notes issued in a registered exchange offer (or shelf registration) pursuant to the
Registration Rights Agreement, and all Guarantees, (b) any Indebtedness (other than the
Indebtedness described in clauses (1), (2) and (4)(a) of clause (b) of this Section 4.09)
outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of
any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to Section
4.09(a) hereof;



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     (5) Indebtedness of a Person that becomes a Restricted Subsidiary or is acquired by
Holdings or a Restricted Subsidiary or merged into Holdings or a Restricted Subsidiary in
accordance with this Indenture and outstanding on the date on which such Person became a
Restricted Subsidiary or was acquired by or was merged into Holdings or such Restricted
Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds
utilized to consummate the transaction or series of related transactions pursuant to which
such Person became a Restricted Subsidiary or was otherwise acquired by or was merged into
Holdings or a Restricted Subsidiary or (b) otherwise in connection with, or in contemplation
of, such acquisition); provided, however, that at the time such Person becomes a Restricted
Subsidiary or is acquired by or was merged into Holdings or a Restricted Subsidiary,
Holdings would have been able to Incur $1.00 of additional Indebtedness pursuant to Section
4.09(a) hereof after giving effect to the Incurrence of such Indebtedness pursuant to this
clause (5);




     (6) the Incurrence by Holdings or any Restricted Subsidiary of Indebtedness represented
by Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each
case Incurred for the purpose of financing all or any part of the purchase price or cost of
construction or improvements or carrying costs of property used in the business of Holdings
or such Restricted Subsidiary, and Refinancing Indebtedness Incurred to Refinance any
Indebtedness Incurred pursuant to this clause (6) in an aggregate outstanding principal
amount which, when taken together with the principal amount of all other Indebtedness
Incurred pursuant to this clause (6) and then outstanding, will not exceed $40.0 million at
any time outstanding;




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




     (8) Capital Stock (other than Disqualified Stock) of Holdings, the Company or any of
the Subsidiary Guarantors;




     (9) Indebtedness owed to Parent not to exceed $50.0 million in the aggregate, provided
that all such Indebtedness shall be unsecured and subordinated to the Notes; and




     (10) in addition to the items referred to in clauses (1) through (9) above,
Indebtedness of Holdings, the Company and its Subsidiary Guarantors in an aggregate
outstanding principal amount which, when taken together with the principal amount of all
other Indebtedness Incurred pursuant to this clause (10) and then outstanding, will not
exceed the greater of (a) $50.0 million and (b) 4.0% of Adjusted Consolidated Net Tangible
Assets determined as of the date of such incurrence, at any time outstanding.



     (c) For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness Incurred pursuant to and in compliance with, this Section 4.09:




     (1) in the event an item of that Indebtedness meets the criteria of more than one of
the types of Indebtedness described in clauses (a) and (b) of this Section 4.09, the
Issuers, in their sole discretion, will classify such item of Indebtedness on the date of
Incurrence and, subject to clause (ii) below may later reclassify such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in one of such
clauses;




     (2) all Indebtedness outstanding on the date of this Indenture under the Senior Secured
Credit Agreement shall be deemed Incurred on the Issue Date under Section 4.09(b)(1);



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     (3) Guarantees of, or obligations in respect of letters of credit supporting,
Indebtedness which is otherwise included in the determination of a particular amount of
Indebtedness shall not be included;




     (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit
Facility and are being treated as Incurred pursuant to Section 4.09(b)(1) and the letters of
credit relate to other Indebtedness, then such other Indebtedness shall not be included;




     (5) the principal amount of any Disqualified Stock of Holdings or a Restricted
Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not an Issuer or a
Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or
repurchase price (not including, in either case, any redemption or repurchase premium) or
the liquidation preference thereof;




     (6) Indebtedness permitted by this Section 4.09 need not be permitted solely by
reference to one provision permitting such Indebtedness but may be permitted in part by one
such provision and in part by one or more other provisions of this Section 4.09 permitting
such Indebtedness; and




     (7) the amount of Indebtedness issued at a price that is less than the principal amount
thereof will be equal to the amount of the liability in respect thereof determined in
accordance with GAAP.



     (d) Accrual of interest, accrual of dividends, the amortization of debt discount or the
accretion of accreted value, the payment of interest in the form of additional Indebtedness, the
payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and
unrealized losses or charges in respect of Hedging Obligations (including those resulting from the
application of SFAS 133) will not be deemed to be an Incurrence of Indebtedness for purposes of
this Section 4.09. The amount of any Indebtedness outstanding as of any date shall be (i) the
accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii)
the principal amount or liquidation preference thereof, together with any interest thereon that is
more than 30 days past due, in the case of any other Indebtedness.



     (e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any
Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of
such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this
Section 4.09, the Issuers shall be in Default of this Section 4.09).



     (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the
Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in
the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to
refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause
the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated
restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being
refinanced. Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that the Issuers may Incur pursuant to this Section 4.09 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal
amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different
currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange
rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in
effect on the date of such refinancing.



     (g) This Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to
secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or
junior to any other senior Indebtedness merely because it has a junior priority with respect to the
same collateral.



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Section 4.10. Limitation on Liens.




     (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly or
indirectly, create, Incur or suffer to exist any Lien (the “Initial Lien”) other than Permitted
Liens upon any of its property or assets (including Capital Stock of Restricted Subsidiaries),
including any income or profits therefrom, whether owned on the date of this Indenture or acquired
after that date, which Lien is securing any Indebtedness, unless contemporaneously with the
Incurrence of such Liens effective provision is made to secure the Indebtedness due under the Notes
or, in respect of Liens on Holdings’ or any Restricted Subsidiary’s property or assets, any
Guarantee of Holdings or such Restricted Subsidiary, as the case may be, equally and ratably with
(or senior in priority to in the case of Liens with respect to Subordinated Obligations or
Guarantor Subordinated Obligations, as the case may be) the Indebtedness secured by such Lien for
so long as such Indebtedness is so secured.



     (b) Any Lien created for the benefit of the holders of the Notes pursuant to Section 4.10(a)
shall provide by its terms that such Lien shall be automatically and unconditionally released and
discharged upon the release and discharge of the Initial Lien.


Section 4.11. Limitation on Restrictions on Distributions from Restricted Subsidiaries.




     (a) Holdings will not, and will not permit any Restricted Subsidiary to, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or consensual restriction
on the ability of any Restricted Subsidiary to:




     (i) pay dividends or make any other distributions on its Capital Stock or pay any
Indebtedness or other obligations owed to Holdings or any Restricted Subsidiary (it being
understood that the priority of any Preferred Stock in receiving dividends or liquidating
distributions prior to dividends or liquidating distributions being paid on Common Stock
shall not be deemed a restriction on the ability to make distributions on Capital Stock);




     (ii) make any loans or advances to Holdings or any Restricted Subsidiary (it being
understood that the subordination of loans or advances made to Holdings or any Restricted
Subsidiary to other Indebtedness Incurred by Holdings or any Restricted Subsidiary shall not
be deemed a restriction on the ability to make loans or advances); or




     (iii) sell, lease or transfer any of its property or assets to Holdings or any
Restricted Subsidiary.



     (b) The preceding provisions will not prohibit:




     (1) any encumbrance or restriction pursuant to or by reason of an agreement in effect
at or entered into on the Issue Date, including, without limitation, this Indenture in
effect on such date;




     (2) any encumbrance or restriction with respect to a Person pursuant to or by reason of
an agreement relating to any Capital Stock or Indebtedness Incurred by a Person on or before
the date on which such Person was acquired by Holdings or another Restricted Subsidiary
(other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or
any portion of the funds utilized to consummate, the transaction or series of related
transactions pursuant to which such Person was acquired by Holdings or a Restricted
Subsidiary or in contemplation of the transaction) and outstanding on such date; provided
that any such encumbrance or restriction shall not extend to any assets or property of
Holdings or any other Restricted Subsidiary other than the assets and property so acquired;




     (3) encumbrances and restrictions contained in contracts entered into in the ordinary
course of business, not relating to any Indebtedness, and that do not, individually or in
the aggregate, detract from the value of, or from the ability of Holdings and the Restricted
Subsidiaries to realize the value of, property



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or assets of Holdings or any Restricted Subsidiary in any manner material to Holdings
or any Restricted Subsidiary;




     (4) any encumbrance or restriction with respect to an Unrestricted Subsidiary pursuant
to or by reason of an agreement that the Unrestricted Subsidiary is a party to entered into
before the date on which such Unrestricted Subsidiary became a Restricted Subsidiary;
provided that such agreement was not entered into in anticipation of the Unrestricted
Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction shall
not extend to any assets or property of Holdings or any other Restricted Subsidiary other
than the assets and property so acquired;




     (5) with respect to any Foreign Subsidiary, any encumbrance or restriction contained in
the terms of any Indebtedness or any agreement pursuant to which such Indebtedness was
Incurred if:




     (a) either (1) the encumbrance or restriction applies only in the event of a
payment default or a default with respect to a financial covenant in such
Indebtedness or agreement or (2) the Issuers determine that any such encumbrance or
restriction will not materially affect the Issuers’ ability to make principal or
interest payments on the Notes, as determined in good faith by the Board of
Directors of the Company, whose determination shall be conclusive; and




     (b) the encumbrance or restriction is not materially more disadvantageous to
the holders of the Notes than is customary in comparable financing (as determined by
the Company);




     (6) any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to
an agreement effecting a refunding, replacement or refinancing of Indebtedness Incurred
pursuant to an agreement referred to in clauses (1) through (5) or clause (12) of this
paragraph (b) or this clause (6) or contained in any amendment, restatement, modification,
renewal, supplemental, refunding, replacement or refinancing of an agreement referred to in
clauses (1) through (5) or clause (12) of this paragraph (b) or this clause (6); provided,
however, that the encumbrances and restrictions with respect to such Restricted Subsidiary
contained in any such agreement taken as a whole are no less favorable in any material
respect to the holders of the Notes than the encumbrances and restrictions contained in such
agreements referred to in clauses (1) through (5) or clause (12) of this paragraph (b) on
the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was
merged into a Restricted Subsidiary, whichever is applicable;




     (7) in the case of Section 4.11(a)(iii), any encumbrance or restriction:




     (a) that restricts in a customary manner the subletting, assignment or transfer
of any property or asset that is subject to a lease (including leases governing
leasehold interests or farm-in agreements or farm-out agreements relating to
leasehold interests in oil and gas properties), license or similar contract, or the
assignment or transfer of any such lease (including leases governing leasehold
interests or farm-in agreements or farm-out agreements relating to leasehold
interests in oil and gas properties), license or other contract;




     (b) arising from Permitted Liens securing Indebtedness of Holdings or a
Restricted Subsidiary to the extent such encumbrances or restrictions restrict the
transfer of the property subject to such mortgages, pledges or other security
agreements;




     (c) pursuant to customary provisions restricting dispositions of real property
interests set forth in any reciprocal easement agreements of Holdings or any
Restricted Subsidiary;




     (d) restrictions on cash or other deposits imposed by customers or lessors
under contracts or leases entered into in the ordinary course of business;




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




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




     (8) (a) purchase money obligations for property acquired in the ordinary course of
business and (b) Capitalized Lease Obligations permitted under this Indenture, in each case,
that impose encumbrances or restrictions of the nature described in Section 4.11(a)(iii) on
the property so acquired;




     (9) any encumbrance or restriction with respect to a Restricted Subsidiary (or any of
its property or assets) imposed pursuant to an agreement entered into for the direct or
indirect sale or disposition of all or substantially all the Capital Stock or assets of such
Restricted Subsidiary (or the property or assets that are subject to such restriction)
pending the closing of such sale or disposition;




     (10) any customary encumbrances or restrictions imposed pursuant to any agreement of
the type described in the definition of “Permitted Business Investment”;




     (11) encumbrances or restrictions arising or existing by reason of applicable law or
any applicable rule, regulation or order; and




     (12) the Senior Secured Credit Agreement as in effect as of the Issue Date, and any
amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof; provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings are
no more restrictive with respect to such dividend and other payment restrictions than those
contained in the Senior Secured Credit Agreement as in effect on the Issue Date.



Section 4.12. Limitation on Affiliate Transactions.




     (a) Holdings will not, and will not permit any of the Restricted Subsidiaries to, directly or
indirectly, enter into, make, amend or conduct any transaction (including making a payment to, the
purchase, sale, lease or exchange of any property or the rendering of any service), contract,
agreement or understanding with or for the benefit of any Affiliate of Holdings (an “Affiliate
Transaction”) unless:




     (i) the terms of such Affiliate Transaction are no less favorable to Holdings or such
Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable
transaction at the time of such transaction in arm’s-length dealings with a Person who is
not such an Affiliate or, if in the good faith judgment of the independent members of the
Board of Directors of Holdings no comparable transaction with an unrelated Person would be
available, such independent directors determine in good faith that such Affiliate
Transaction is fair to Holdings or such Restricted Subsidiary from a financial point of
view;




     (ii) if such Affiliate Transaction involves aggregate consideration in excess of $15.0
million, the terms of such transaction have been approved by a majority of the members of
the Board of Directors of Holdings and by a majority of the members of such Board having no
personal stake in such transaction, if any (and such majority or majorities, as the case may
be, determine that such Affiliate Transaction satisfies the criteria in clause (i) above);
and



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     (iii) if such Affiliate Transaction involves aggregate consideration in excess of $30.0
million, the Board of Directors of the Company has received a written opinion from an
independent investment banking, accounting or appraisal firm of nationally recognized
standing that such Affiliate Transaction is fair, from a financial standpoint, to Holdings
or such Restricted Subsidiary or is not materially less favorable than those that could
reasonably be expected to be obtained in a comparable transaction at such time on an
arm’s-length basis from a Person that is not an Affiliate.



     (b) Section 4.12(a) will not apply to:




     (i) any Restricted Payment permitted to be made pursuant to Section 4.08 or any
Permitted Investment;




     (ii) any issuance of Capital Stock (other than Disqualified Stock), or other payments,
awards or grants in cash, Capital Stock (other than Disqualified Stock) or otherwise
pursuant to, or the funding of, employment or severance agreements and other compensation
arrangements, options to purchase Capital Stock (other than Disqualified Stock) of Holdings,
restricted stock plans, long-term incentive plans, stock appreciation rights plans,
participation plans or similar employee benefits plans and/or indemnity provided on behalf
of officers and employees approved by the Board of Directors of Holdings;




     (iii) loans or advances to employees, officers or directors in the ordinary course of
business of Holdings or any of the Restricted Subsidiaries;




     (iv) any transaction between Holdings and a Restricted Subsidiary or between Restricted
Subsidiaries and Guarantees issued by Holdings or a Restricted Subsidiary for the benefit of
Holdings or a Restricted Subsidiary, as the case may be, in accordance with Section 4.09;




     (v) any transaction with a joint venture or similar entity which would constitute an
Affiliate Transaction solely because Holdings or a Restricted Subsidiary owns, directly or
indirectly, an equity interest in or otherwise controls such joint venture or similar
entity;




     (vi) the issuance or sale of any Capital Stock (other than Disqualified Stock) of
Holdings or the receipt by Holdings of any capital contribution from its shareholders;




     (vii) indemnities of officers, directors and employees of Holdings or any of the
Restricted Subsidiaries permitted by bylaw or statutory provisions and any employment
agreement or other employee compensation plan or arrangement entered into in the ordinary
course of business by Holdings or any of the Restricted Subsidiaries;




     (viii) the payment of customary compensation and fees paid to, and benefits and
indemnity provided on behalf of, officers or directors of Holdings or any Restricted
Subsidiary;




     (ix) the performance of obligations of Holdings or any of the Restricted Subsidiaries
under the terms of any agreement to which Holdings or any of the Restricted Subsidiaries is
a party as of or on the Issue Date, as these agreements may be amended, modified,
supplemented, extended or renewed from time to time; provided, however, that any future
amendment, modification, supplement, extension or renewal entered into after the Issue Date
will be permitted to the extent that its terms are not materially more disadvantageous,
taken as a whole, to the holders of the Notes than the terms of the agreements in effect on
the Issue Date;




     (x) transactions with customers, clients, suppliers, or purchasers or sellers of goods
or services, in each case in the ordinary course of business and otherwise in compliance
with the terms of this Indenture which are fair to Holdings and the Restricted Subsidiaries,
in the reasonable determination of the



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Board of Directors of Holdings or the senior management thereof, or are on terms at
least as favorable as might reasonably have been obtained at such time from an unaffiliated
party;




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




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




     (xiii) transactions between Holdings or any of its subsidiaries and any Person that
would not otherwise constitute an Affiliate Transaction except for the fact that one
director of such other Person is also a director of Holdings or its Subsidiary, as
applicable; provided that such director abstains from voting as a director of Holdings or
its Subsidiary, as applicable, on any matter involving such other Person.



Section 4.13. Future Guarantors.




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



Section 4.14. [Reserved]




Section 4.15. Business Activities.




     Holdings will not, and will not permit any Restricted Subsidiary to, engage in any business
other than the Energy Business, except to the extent as would not be material to Holdings and the
Restricted Subsidiaries taken as a whole.



     Finance Co will not hold any material assets, become liable for any material obligations,
engage in any trade or business, or conduct any business activity, other than the issuance of
Capital Stock to the Company, the incurrence of Indebtedness as a co-obligor or guarantor of
Indebtedness incurred by the Company, including the Notes, that is permitted to be incurred by the
Company under Section 4.09 (provided that the net proceeds of such indebtedness are retained by the
Company or loaned to or contributed as capital to one or more Restricted Subsidiaries other than
Finance Co), and activities incidental thereto. Neither Holdings nor any Restricted Subsidiary
shall engage in any transactions with Finance Co in violation of the immediately preceding
sentence.



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Section 4.16. [Reserved]




Section 4.17. Payments for Consent.




     Neither Holdings nor any of the Restricted Subsidiaries will, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fees or otherwise, to any holder of
any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such consideration is offered to be paid or is
paid to all holders of the Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or amendment.



Section 4.18. Reports.




     (a) Whether or not Holdings is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, to the extent not prohibited by the Exchange Act, Holdings will file with the
SEC, and make available to the Trustee and the Holders without cost to any Holder, the annual
reports and the information, documents and other reports (or copies of such portions of any of the
foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation within the time periods specified
therein with respect to a non-accelerated filer. In the event that Holdings is not permitted to
file such reports, documents and information with the SEC pursuant to the Exchange Act, Holdings
will nevertheless make available such Exchange Act information to the Trustee and the Holders
without cost to any Holder as if Holdings were subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act within the time periods specified therein with respect to a
non-accelerated filer.



     (b) If the Issuers have designated any of their respective Subsidiaries as Unrestricted
Subsidiaries, then, to the extent material, the quarterly and annual financial information required
by Section 4.18(a) shall include a reasonably detailed presentation, either on the face of the
financial statements or in the footnotes to the financial statements and in Management’s Discussion
and Analysis of Results of Operations and Financial Condition, of the financial condition and
results of operations of Holdings and the Restricted Subsidiaries.



     (c) In addition, the Issuers and the Guarantors will make available to the Holders and to
prospective investors, upon the request of such Holders, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely
transferable under the Securities Act to the extent not satisfied by the foregoing.



     (d) For purposes of this Section 4.18, the Issuers and the Guarantors will be deemed to have
furnished the reports to the Trustee and the Holders as required by this Section 4.18 if they have
filed such reports with the SEC via the EDGAR filing system and such reports are publicly
available.



ARTICLE 5




SUCCESSORS




Section 5.01. Merger and Consolidation.




     (a) Neither Issuer will consolidate with or merge with or into or wind up into (whether or not
such Issuer is the surviving corporation), and Holdings may not convey, transfer or lease all or
substantially all of its and the Restricted Subsidiaries’ assets in one or more related
transactions to, any Person, unless:




     (i) the resulting, surviving or transferee Person (the “Successor Company”) will be a
corporation, partnership, trust or limited liability company organized and existing under
the laws of the United States of America, any State of the United States or the District of
Columbia and the Successor Company (if not the Company) will expressly assume, by
supplemental indenture, executed and delivered to the Trustee,



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in form reasonably satisfactory to the Trustee, all the obligations of
the Company under the Notes, this Indenture and the Registration Rights Agreement (if
applicable);




     (ii) immediately after giving effect to such transaction (and treating any Indebtedness
that becomes an obligation of the Successor Company or any Subsidiary of the Successor
Company as a result of such transaction as having been Incurred by the Successor Company or
such Subsidiary at the time of such transaction), no Default shall have occurred and be
continuing;




     (iii) immediately after giving effect to such transaction, the Successor Company would
be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.09(a);




     (iv) each Guarantor (unless it is the other party to the transactions above, in which
case clause (i) shall apply) shall have by supplemental indenture confirmed that its
Guarantee shall apply to such Person’s obligations in respect of this Indenture and the
Notes and its obligations under the Registration Rights Agreement (if applicable) shall
continue to be in effect; and




     (v) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with this Indenture.



     (b) For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or
other disposition of all or substantially all of the properties and assets of one or more
Subsidiaries of Holdings, which properties and assets, if held by Holdings instead of such
Subsidiaries, would constitute all or substantially all of the properties and assets of Holdings on
a consolidated basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of Holdings.



     (c) Notwithstanding Section 5.01(a)(iii), (x) any Restricted Subsidiary (other than an Issuer)
may consolidate with, merge into or transfer all or part of its properties and assets to Holdings
or the Company and the Company may consolidate with, merge into or transfer all or part of its
properties and assets to a Wholly-Owned Subsidiary and (y) the Company may merge with an Affiliate
formed solely for the purpose of reforming the Company in another jurisdiction; provided that, in
the case of a Restricted Subsidiary (other than an Issuer) that consolidates with, merges into or
transfers all or part of its properties and assets to the Company, the Company will not be required
to comply with Section 5.01(a)(v).



     (d) Notwithstanding anything herein to the contrary, in the event the Company becomes a
corporation or the Company or the Person formed by or surviving any consolidation or merger
(permitted in accordance with the terms of this Indenture) is a corporation, Finance Co may be
dissolved in accordance with this Indenture and may cease to be an Issuer; provided that, to the
extent the Company or any Person formed by or surviving any such consolidation or merger is not a
corporation, Finance Co shall not be dissolved and shall not cease to be an Issuer.



     (e) The Issuers will not permit any Subsidiary Guarantor to consolidate with or merge with or
into, and will not permit the conveyance, transfer or lease of substantially all of the assets of
any Subsidiary Guarantor to, any Person (other than the Company or another Subsidiary Guarantor)
unless:




     (1) (a) the resulting, surviving or transferee Person will be a corporation,
partnership, trust or limited liability company organized and existing under the laws of the
United States of America, any State of the United States or the District of Columbia and
such Person (if not such Subsidiary Guarantor) will expressly assume, by supplemental
indenture, executed and delivered to the Trustee, all the obligations of such Subsidiary
Guarantor under its Subsidiary Guarantee and (b) immediately after giving effect to such
transaction (and treating any Indebtedness that becomes an obligation of the resulting,
surviving or transferee Person or any Restricted Subsidiary as a result of such transaction
as having been Incurred by such Person or such Restricted Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing; or



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     (2) the transaction is made in compliance with Section 4.13 and Section 4.07.



Section 5.02. Successor Entity Substituted.




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



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



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



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



ARTICLE 6

DEFAULTS AND REMEDIES




Section 6.01.
Events of Default.





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




     (i) default in any payment of interest or Additional Interest on any Note when due,
continued for 30 days;




     (ii) default in the payment of principal of or premium, if any, on any Note when due at
its Stated Maturity, upon optional redemption or upon required repurchase;



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     (iii) failure by an Issuer or any Guarantor to comply with its obligations under
Section 5.01;




     (iv) failure by an Issuer to comply for 30 days after notice as provided below with any
of its obligations under Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15 and
4.18 (in each case, other than a failure to purchase Notes which will constitute an Event of
Default under clause (ii) above);




     (v) failure by an Issuer or a Guarantor to comply for 60 days after notice as provided
below with its other agreements contained in this Indenture;




     (vi) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
Holdings or any of the Restricted Subsidiaries (or the payment of which is guaranteed by
Holdings or any of the Restricted Subsidiaries), other than Indebtedness owed to Holdings or
a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created
after the date of this Indenture, which default:




     (A) is caused by a failure to pay principal of, or interest or premium, if any,
on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (and any extensions of any grace period); or




     (B) results in the acceleration of such Indebtedness prior to its maturity;


and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a payment default
or the maturity of which has been so accelerated, aggregates $40.0 million or more;





     (vii) Holdings, either Issuer or any Restricted Subsidiary of the Company that is a
Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken as
a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of
Bankruptcy Law:




     (A) commences a voluntary case,




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




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




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




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




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



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


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





     (ix) failure by Holdings, an Issuer or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for Holdings and the Restricted Subsidiaries), would constitute a
Significant Subsidiary to pay final judgments aggregating in excess of $40.0 million (to the
extent not covered by insurance by a reputable and creditworthy insurer as to which the
insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for
any period of 60 consecutive days following entry of such final judgment; or




     (x) any Guarantee of Holdings or a Significant Subsidiary or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated financial
statements for Holdings and the Restricted Subsidiaries), would constitute a Significant
Subsidiary ceases to be in full force and effect (except as contemplated by the terms of
this Indenture) or is declared null and void in a judicial proceeding or Holdings or any
Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors
that, taken together (as of the latest audited consolidated financial statements of Holdings
and the Restricted Subsidiaries), would constitute a Significant Subsidiary denies or
disaffirms (in a manner having legal effect) its obligations under this Indenture or its
Guarantee.



     However, a default under clauses (iv) and (v) of this section will not constitute an Event of
Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes notify
the Issuers in writing and, in the case of a notice given by the holders, the Trustee of the
default and the Issuers do not cure such default within the time specified in clauses (iv) and (v)
of this section after receipt of such notice.



Section 6.02. Acceleration.




     If an Event of Default (other than an Event of Default described in clause (vii) of Section
6.01 hereof) occurs and is continuing, the Trustee by notice to the Issuers, or the holders of at
least 25% in principal amount of the outstanding Notes by notice to the Issuers and the Trustee,
may, and the Trustee at the request of such holders shall, declare the principal of, premium, if
any, accrued and unpaid interest, if any, and liquidated damages, if any, on all the Notes to be
due and payable. If an Event of Default described in clause (vii) of Section 6.01 hereof occurs
and is continuing, the principal of, premium, if any, accrued and unpaid interest and liquidated
damages, if any, on all the Notes will become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any holders. The holders of a majority in
principal amount of the outstanding Notes may waive all past defaults (except with respect to
nonpayment of principal, premium, interest or Additional Interest, if any) and rescind any such
acceleration with respect to the Notes and its consequences if (1) rescission would not conflict
with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of
Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes
that have become due solely by such declaration of acceleration, have been cured or waived.



Section 6.03. Other Remedies.




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



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



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Section 6.04. Waiver of Past Defaults.




     Holders of not less than a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing
Default or Event of Default and its consequences hereunder, except a continuing Default or Event of
Default in the payment of the principal of, premium and/or interest (including Additional Interest,
if any) on, the Notes (including without limitation in connection with a purchase of, or tender
offer or exchange offer for, Notes) (provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration). Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.



Section 6.05. Control by Majority.




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



Section 6.06. Limitation on Suits.




     Except to enforce the right to receive payment of principal, premium, if any, or interest when
due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:




     (a) such Holder has previously given the Trustee notice that an Event of Default is
continuing;




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




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




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




     (e) the Holders of a majority in principal amount of the outstanding Notes have not
waived such Event of Default or otherwise given the Trustee a direction that, in the opinion
of the Trustee, is inconsistent with such request within such 60-day period.



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




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



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Section 6.08. Collection Suit by Trustee.




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



Section 6.09. Trustee May File Proofs of Claim.




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



Section 6.10. Priorities.




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




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




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




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



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



Section 6.11. Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant



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in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses against
any party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a
suit by a Holder of a Note pursuant to Section 6.07, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.




Section 6.12. Restoration of Rights and Remedies.




     If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every such case, subject to
any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding has been
instituted.



Section 6.13. Rights and Remedies Cumulative.




     Except as otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or remedy.



ARTICLE 7




TRUSTEE




     Section 7.01. Duties of Trustee.



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



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




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




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



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



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




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




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



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



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



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



Section 7.02. Rights of Trustee.




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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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Section 7.03. Individual Rights of Trustee.




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



Section 7.04. Trustee’s Disclaimer.




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



Section 7.05. Notice of Defaults.




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



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




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



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



Section 7.07. Compensation and Indemnity.




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



     The Issuers and the Guarantors shall indemnify each of the Trustee or any successor Trustee
against any and all losses, damages, claims, liabilities or expenses (including reasonable
attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and expenses of enforcing
this Indenture against either of the Issuers or any Guarantor (including this Section 7.07) and
defending itself against any claim (whether asserted by an Issuer, any Guarantor, or any Holder or



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any other Person) or liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense may be attributable
to its negligence or bad faith. The Trustee shall notify the Issuers promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers and the Guarantors of their obligations hereunder. The Issuers and the Guarantors shall
defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Issuers and the Guarantors shall pay the reasonable fees and expenses of such
separate counsel; provided that the Issuers and the Guarantors will not be required to pay such
fees and expenses if they assume the Trustee’s defense with counsel acceptable to and approved by
the Trustee (such approval not to be unreasonably withheld) and there is no conflict of interest
between the Issuers and the Trustee in connection with such defense. The Issuers and the
Guarantors need not pay for any settlement made without their consent, which consent shall not be
unreasonably withheld. Neither the Issuers nor the Guarantors need reimburse the Trustee for any
expense or indemnity against any liability or loss of the Trustee to the extent such expense,
liability or loss is attributable to the negligence or bad faith of the Trustee.




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



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



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



Section 7.08. Replacement of Trustee.




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




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




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




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




     (d) the Trustee becomes incapable of acting.



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



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



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



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



Section 7.09. Successor Trustee by Merger, Etc.




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



Section 7.10. Eligibility; Disqualification.




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



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



Section 7.11. Preferential Collection of Claims Against Issuers.




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



ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




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




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



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Section 8.02. Legal Defeasance and Discharge.




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



Section 8.03. Covenant Defeasance.




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



Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance.




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




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



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     (b) in the case of an election under Section 8.02 hereof, the Issuers shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in
the applicable federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had not occurred;




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




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




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




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




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




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



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




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



     The Issuers and the Guarantors shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations
deposited pursuant to



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Section 8.04 hereof or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes.




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



Section 8.06. [Reserved].




Section 8.07. Reinstatement.




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



ARTICLE 9




AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01. Without Consent of Holders of Notes.




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




     (a) cure any ambiguity, omission, defect, mistake or inconsistency;




     (b) provide for the assumption by a successor corporation of the obligations of the
Issuers or any Guarantor under this Indenture;




     (c) provide for uncertificated Notes in addition to or in place of certificated Notes
(provided that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described
in Section 163(f)(2)(B) of the Code);




     (d) add Guarantees with respect to the Notes, including Subsidiary Guarantees, or
release a Guarantor from its Subsidiary Guarantee and terminate such Subsidiary Guarantee;
provided, however, that the release and termination is in accord with the applicable
provisions of this Indenture;




     (e) secure the Notes or Guarantees;




     (f) add to the covenants of the Issuers or a Guarantor for the benefit of the Holders
of the Notes or surrender any right or power conferred upon the Issuers or a Guarantor;



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     (g) make any change that does not adversely affect the rights of any Holder;




     (h) comply with any requirement of the SEC in connection with the qualification of this
Indenture under the TIA;




     (i) provide for the issuance of exchange securities which shall have terms
substantially identical in all respects to the Notes (except that the transfer restrictions
contained in the Notes shall be modified or eliminated as appropriate) and which shall be
treated, together with any outstanding Notes, as a single class of securities; or




     (j) provide for the succession of a successor Trustee.



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



     It shall not be necessary for the consent of the Holders of Notes under this Section 9.01 to
approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.



Section 9.02. With Consent of Holders of Notes.




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



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



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



     After an amendment, supplement or waiver under this Section becomes effective, the Issuers
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure



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





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




     (b) reduce the stated rate of or extend the stated time for payment of interest on any
Note;




     (c) reduce the principal of or extend the Stated Maturity of any Note;




     (d) reduce the premium payable upon the redemption of any Note as described above under
Section 3.07, or change the time at which any Note may be redeemed as described above under
Section 3.07, or make any change under Section 4.06 after the occurrence of a Change of
Control, or make any change to the provisions relating to an Asset Disposition Offer that
has been made, in each case whether through an amendment or waiver of provisions in the
covenants, definitions or otherwise;




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




     (f) impair the right of any Holder to receive payment of premium, if any, principal of
and interest on such Holder’s Notes on or after the due dates therefor or to institute suit
for the enforcement of any payment on or with respect to such Holder’s Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in aggregate
principal amount of the Notes and a waiver of the payment default that resulted from such
acceleration);




     (g) make any change in the amendment provisions which require each Holder’s consent or
in the waiver provisions;




     (h) modify the Guarantees in any manner adverse to the holders of the Notes; or




     (i) make any change to or modify the ranking of the Notes that would adversely affect
the Holders.



Section 9.03. Compliance with Trust Indenture Act.




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



Section 9.04. Revocation and Effect of Consents.




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



     The Issuers may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement or waiver. If a record
date is fixed, then notwithstanding the last



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




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



Section 9.05. Notation or Exchange of Notes.




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



Section 9.06. Trustee to Sign Amendments, Etc.




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



Section 9.07. Effect of Supplemental Indentures.




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



ARTICLE 10




GUARANTEES




Section 10.01. Guarantees.




     Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and
severally, fully and unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers
hereunder or thereunder, that: (a) the principal of, premium and interest (including
Additional Interest, if any) on the Notes shall be promptly paid in full when due, whether at
the maturity or interest payment or mandatory redemption date, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium and interest (including Additional
Interest, if any) on the Notes, if any, to the extent lawful, and all other Obligations of the
Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in
full or performed, all in accordance with the terms of this Indenture and the Notes; and (b) in
case of any extension of time of payment or renewal of any Notes or any of such other Obligations,
the same shall be promptly paid



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in full when due or performed in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by
acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor hereby agrees that to the fullest extent
permitted by applicable law, its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions
of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to
enforce the same or any other circumstance (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. To the fullest extent
permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any
right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever
and covenants that its Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.




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



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



     Each Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against an Issuer for liquidation, reorganization, should such Issuer
become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest
extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any
time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees,
whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment
or performance had not been made. In the event that any payment or any part thereof, is rescinded,
reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.



     The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such
Guarantor and shall be pari passu in right of payment with all existing and future Senior
Indebtedness of such Guarantor, if any.



     Each payment to be made by a Guarantor in respect of its Guarantee shall be made without
set-off, counterclaim, reduction or diminution of any kind or nature.



     Notwithstanding anything to the contrary, any direct or indirect parent company of the Company
may guarantee the Notes and become a Guarantor hereunder.



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Section 10.02. Limitation of Guarantor’s Liability.




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



Section 10.03. Execution and Delivery of Guarantees.




     To evidence the Guarantees set forth in Section 10.01 hereof, each Guarantor hereby agrees
that this Indenture shall be executed on behalf of such Guarantor by one of its Officers.



     If an Officer whose signature is on this Indenture no longer holds that office at the time the
Trustee authenticates any Note, the Guarantees shall be valid nevertheless.



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



Section 10.04. Benefits Acknowledged.




     Each Guarantor acknowledges that it shall receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it
pursuant to its Guarantee are knowingly made in contemplation of such benefits.



Section 10.05. Releases.




     Concurrently with any sale of assets (including, if applicable, all of the equity interests of
any Subsidiary Guarantor), any Liens in favor of the Trustee on the assets sold thereby shall be
released; provided that in the event of an Asset Disposition, the Net Available Cash from such sale
or other disposition are treated in accordance with the provisions of Section 4.07 hereof. The
Guarantee and all other obligations under this Indenture of a Subsidiary Guarantor will be
released: (i) in connection with any sale or other disposition of all or substantially all of the
assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that
is not (either before or after giving effect to such transaction) Holdings or a Restricted
Subsidiary, if the Company applies the Net Available Cash of that sale or other disposition in
accordance with Section 4.07 hereof; or (ii) in connection with any sale or other disposition of
all of the equity interests of a Subsidiary Guarantor to a Person that is not (either before or
after giving effect to such transaction) the Issuer or a Restricted Subsidiary, if the Company
applies the Net Available Cash of that sale in accordance with Section 4.07 hereof; or (iii) if the
Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted
Subsidiary; or (iv) upon Legal Defeasance
pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to
Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness
under any Credit Facility. Upon delivery by the Company to the Trustee of an Officer’s Certificate
to the effect that such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture including without limitation Section 4.07 hereof, or such Guarantee is
to be released pursuant to the provisions of the immediately preceding sentence, the Trustee shall



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execute any documents reasonably required in order to evidence the release of any Subsidiary
Guarantor from all of its obligations under its Guarantee and this Indenture. Any Subsidiary
Guarantor not released from its obligations under its Guarantee shall remain liable for the full
amount of principal of and interest on the Notes and for the other obligations of any Subsidiary
Guarantor under this Indenture as provided in this Article 10.




Section 10.06. “Trustee” to Include Paying Agent.




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



ARTICLE 11




SATISFACTION AND DISCHARGE




Section 11.01. Satisfaction and Discharge.




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




     (a) either (i) all Notes that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to
the Issuers or discharged from such trust) have been delivered to the Trustee for
cancellation, or




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




     (A) have become due and payable; or




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




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




and the Issuers or any Guarantor, in the case of clause (A), (B) or (C)
above, has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust for the benefit of the Holders, cash in U.S.
dollars, U.S. Government Obligations or a combination of cash in U.S.
dollars and U.S. Government Obligations, in amounts as will be sufficient
without consideration of any reinvestment of interest, to pay and discharge
the entire indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium, if any, and accrued interest to the
date of fixed maturity or redemption;




     (b) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit or will occur as a result of such deposit and such deposit will not result in a
breach or violation of, or constitute a default under, any material agreement or instrument
(other than this Indenture) to which Holdings or any of its Subsidiaries is a party or by
which Holdings or any of its Subsidiaries is bound; and



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




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




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



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



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



Section 11.02. Application of Trust.




     All money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and, at
the written direction of the Issuers, be invested prior to maturity in U.S. Government Obligations,
and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest (including Additional
Interest, if any) for the payment of which money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by law.



Section 11.03. Repayment of the Issuers.




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



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



Section 11.04. Reinstatement.




     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Section 11.01 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers’ and Guarantors’ Obligations under this Indenture, the Notes and the
Guarantees, as applicable, shall be revived and reinstated as



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though no deposit has occurred
pursuant to Section 11.01 until such time as the Trustee or Paying Agent is permitted to apply all
such money or U.S. Government Obligations in accordance with Section 11.02; provided, however, that
if the Issuers or the Guarantors have made any payment of interest or premium, if any, on or
principal of any Notes because of the reinstatement of their Obligations, the Issuers or such
Guarantors shall be subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying Agent.




ARTICLE 12




MISCELLANEOUS




Section 12.01. Trust Indenture Act Controls.




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



Section 12.02. Notices.




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



     If to the Issuers or any Guarantor:




Atlas Energy Operating Company, LLC

1550 Coraopolis Heights Road

Moon Township, Pennsylvania 15108

Telecopier No.: (412) 262-2820

Attention: Chief Financial Officer



     With a copy to:




Ledgewood Law Firm

1900 Market Street

Suite 750

Philadelphia, Pennsylvania 19103

Telecopier No.: (215) 735-2513

Attention: Lisa A. Ernst



     If to the Trustee or Paying Agent:




U.S. Bank National Association

5555 San Felipe Street, Suite 1150

Houston, Texas 77056

Attention: Steven A. Finklea

Telecopier No.: (713) 235-9213



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



     All notices and communications (other than those sent to Holders) 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




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prepaid, if mailed; when receipt is acknowledged, if sent by facsimile transmission;
and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.




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



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



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



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




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



Section 12.04. Certificate and Opinion as to Conditions Precedent.




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




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




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



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



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



-92-









 





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



Section 12.05. Statements Required in Certificate or Opinion.




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




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




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




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




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



Section 12.06. Rules by Trustee and Agents.




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



Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.




     No director, officer, employee, incorporator or stockholder of an Issuer or any Guarantor, as
such, shall have any liability for any obligations of the Issuers or any Guarantor under the Notes,
this Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.



Section 12.08. Governing Law.




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



Section 12.09. No Adverse Interpretation of Other Agreements.




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



Section 12.10. Successors.




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



-93-









 





Section 12.11. Severability.




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



Section 12.12. Counterpart Originals.




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



Section 12.13. Table of Contents, Headings, Etc.




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



Section 12.14. [Reserved].




Section 12.15. Qualification of Indenture.




     The Issuers and the Guarantors shall qualify this Indenture under the TIA in accordance with
the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs
and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the
Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of
qualification of this Indenture and the Notes and printing this Indenture and the Notes. The
Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s
Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection
with any such qualification of this Indenture under the TIA.



[Signatures on following pages]




-94-









 








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



Issuers:




	 	 	 	 	 
	 	ATLAS ENERGY OPERATING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew A. Jones 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	

ATLAS ENERGY FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew A. Jones 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	

ATLAS ENERGY RESOURCES, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew A. Jones 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	

AER PIPELINE CONSTRUCTION, INC.

AIC, LLC

ATLAS AMERICA, LLC

ATLAS GAS & OIL COMPANY, LLC

ATLAS NOBLE LLC

ATLAS ENERGY MICHIGAN, LLC

ATLAS ENERGY OHIO, LLC

ATLAS RESOURCES, LLC

REI-NY, LLC.

RESOURCE ENERGY, LLC

RESOURCE WELL SERVICES, LLC

VIKING RESOURCES, LLC

WESTSIDE PIPELINE COMPANY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Matthew A. Jones 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




-95-









 





	 	 	 	 	 
	 	Trustee:



U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-96-









 








SCHEDULE A




Schedule of Subsidiary Guarantors




AER PIPELINE CONSTRUCTION, INC.

AIC, LLC

ATLAS AMERICA, LLC

ATLAS GAS & OIL COMPANY, LLC

ATLAS NOBLE LLC

ATLAS ENERGY MICHIGAN, LLC

ATLAS ENERGY OHIO, LLC

ATLAS RESOURCES, LLC

REI-NY, LLC.

RESOURCE ENERGY, LLC

RESOURCE WELL SERVICES, LLC

VIKING RESOURCES, LLC

WESTSIDE PIPELINE COMPANY LLC





 









 





EXHIBIT A




(Face of Note)




[INSERT GLOBAL LEGEND, IF APPLICABLE]




[INSERT PRIVATE PLACEMENT LEGEND, IF APPLICABLE]




A-1









 





CUSIP:1 ____________




10 3/4% Senior Notes due 2018




			
	No. ___
	 	$____________






ATLAS ENERGY OPERATING COMPANY, LLC

and

ATLAS ENERGY FINANCE CORP.



promise to pay to                                          or registered assigns, the principal sum of
                                         Dollars of the United States of America or such greater or lesser amount as
may from time to time be endorsed on the Schedule of Exchanges of Interests in the Global Note on
February 1, 2018.



Interest Payment Dates: February 1 and August 1 of each year



Record Dates: January 15 and July 15 of each year




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



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



	 	 	 	 	 	 	 
	ATLAS ENERGY OPERATING COMPANY, LLC	 	ATLAS ENERGY FINANCE CORP.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	Title:

	 	 	 	Title:	 	 





Certificate of Authentication:



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




	 	 	 	 	 
	 

	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Signatory	 	 






Date of Authentication: ________ ___, ____






 




			
	1	 	144A: 049302AB8
	 
	 	 	Reg. S: U0488AAB1
	 
	 	 	Unrestricted:




A-2









 










[Back of Note]




10 3/4 % Senior Note due 2018




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



     1. Interest. Atlas Energy Operating Company, LLC, a Delaware limited liability
company (the “Company”), and Atlas Energy Finance Corp., a Delaware corporation (“Finance Co” and,
together with the Company, the “Issuers”), promise to pay interest on the principal amount of this
Note at 10 3/4 % per annum and shall pay any Additional Interest payable pursuant to Section 2 of
the Registration Rights Agreement referred to below. The Issuers will pay interest (including
Additional Interest, if any) semi-annually on February 1 and August 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).
Interest on the Notes will accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from January 23, 2008; provided that if there is no existing Default in
the payment of interest, and if this Note is authenticated between a record date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be
August 1, 2008. The Issuers shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at
the rate then in effect; the Issuers shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest (including Additional
Interest, if any), without regard to any applicable grace periods, from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.



     2. Method of Payment. The Issuers will pay interest (including Additional Interest,
if any) on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 15 or July 15 next preceding the applicable Interest
Payment Date, even if such Notes are cancelled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to
defaulted interest. The Notes will be payable as to principal, premium and interest (including
Additional Interest, if any) at the office or agency of the Paying Agent maintained for such
purpose within the City and State of New York, or, at the option of the Issuers, payment of
interest (including Additional Interest, if any) may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment by wire transfer of
immediately available funds will be required with respect to principal of, interest (including
Additional Interest, if any) and premium on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.



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



     4. Indenture. The Issuers issued the Notes under an Indenture dated as of January 23,
2008 (“Indenture”) among the Issuers, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement
of such terms. To the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling to the extent
permitted by law. The Notes are unsecured general obligations of the Issuers.



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



A-3









 





     On or after February 1, 2013, the Issuers shall have the option to redeem all or, from
time to time, a part of the Notes upon not less than 30 nor more than 60 days’ prior notice
mailed to the registered address of each Holder of Notes to be so redeemed, at the
redemption prices (expressed as percentages of principal amount) set forth below, plus
accrued and unpaid interest (including Additional Interest, if any) to the applicable
redemption date (subject to the rights of Holders of record on the relevant record date to
receive interest due on an Interest Payment Date), if redeemed during the twelve-month
period beginning on February 1 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.375	%
	2014
	 	 	103.583	%
	2015
	 	 	101.792	%
	2016 and thereafter
	 	 	100.000	%






     (b) The Notes may be redeemed, in whole or in part, at any time prior to February 1,
2013 at the option of the Issuers upon not less than 30 nor more than 60 days’ prior notice
mailed by first-class mail to each holder of Notes at its registered address, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date
(subject to the right of Holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date).



     (c) Prior to February 1, 2011 the Issuers may, at their option, on any one or more
occasions redeem up to 35% of the aggregate principal amount of the Notes (including
Additional Notes) issued under the Indenture with the Net Cash Proceeds of one or more
Equity Offerings at a redemption price of 110.750% of the principal amount thereof, plus
accrued and unpaid interest, if any, and liquidated damages, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to receive interest
due on the relevant Interest Payment Date); provided that




     (1) at least 65% of the original principal amount of the Notes issued on the
Issue Date remains outstanding after each such redemption; and




     (2) the redemption occurs within 90 days after the closing of the related
Equity Offering.



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



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




     (a) If there is a Change of Control, each Holder of Notes will have the right to
require the Issuers to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess of $2,000) of such Holder’s Notes (the “Change of Control Offer”) at a
purchase price equal to 101% of the aggregate principal amount of the Notes repurchased plus
accrued and unpaid interest (including Additional Interest, if any) thereon, if any, to the
date of purchase. Within 30 days following any Change of Control, the Issuers shall mail a
notice to each Holder setting forth the procedures governing the Change of Control Offer as
required by the Indenture and information regarding such other matters as is required under
Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a
portion hereof in an authorized denomination purchased by completing the form entitled
“Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the
Change of Control Offer.




     (b) If the Issuers or any Restricted Subsidiary of the Company consummates an Asset
Disposition, in certain circumstances specified in Section 4.07 of the Indenture the Issuers
shall commence a pro



A-4









 






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



     8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in
whole multiples of $2,000 or an integral multiples of $1,000 in excess of $2,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date interest (including
Additional Interest, if any) ceases to accrue on Notes or portions thereof called for redemption
unless the Issuers defaults in making such redemption payment.



     9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the portion of any
Note being redeemed in part that is not being redeemed. Also, the Issuers need not exchange or
register the transfer of any Notes for a period of 15 days before the mailing of a notice of
redemption or during the period between a record date and the corresponding Interest Payment Date.



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



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



     12. Defaults and Remedies. Events of Default include in summary form: (i) default for
30 days in any payment when due of interest or liquidated damages (as required by the Registration
Rights Agreement) on any Note



A-5









 







when due; (ii) default in payment when due of the principal of or premium, if any, on the
Notes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply (for 30 days in
the case of a failure to comply that is capable of cure, except with respect to Section 5.01, which
shall have no such cure period) with Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15,
4.18 or 5.01 of the Indenture; (iv) failure by an Issuer or any Guarantor to comply with any of its
other agreements in the Indenture for 60 days after notice to the Issuers or a Guarantor by the
Trustee or to the Issuers or a Guarantor and Trustee by Holders of at least 25% in aggregate
principal amount of the Notes then outstanding; (v) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by Holdings or any Restricted Subsidiary of Holdings (or the
payment of which is guaranteed by Holdings or any Restricted Subsidiary of Holdings), whether such
Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that
default: (a) is caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date
of such default (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $40.0 million or more; (vi)
the failure by Holdings, an Issuer or a Significant Subsidiary or group of Restricted Subsidiaries
of Holdings that would constitute a Significant Subsidiary to pay final judgments by courts of
competent jurisdiction aggregating in excess of $40.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any
Guarantee of Holdings, a Significant Subsidiary or group of Restricted Subsidiaries of Holdings
that would constitute a Significant Subsidiary shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of Holdings, a Significant Subsidiary or group of
Restricted Subsidiaries of Holdings that would constitute a Significant Subsidiary shall deny or
disaffirm its obligations under its Guarantee; and (viii) certain events of bankruptcy or
insolvency with respect to Holdings, an Issuer or any Restricted Subsidiary of the Company that is
a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee
may or at the request of the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes shall declare all the Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to an Issuer, all outstanding Notes will become due and payable without
further action or notice. Holders may not enforce the Indenture or the Notes except as provided in
the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount
of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or interest) if and so
long as a committee of its Responsible Officers in good faith determines that withholding notice is
in the interests of the Holders of the Notes.



     The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default
or Event of Default and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of interest (including Additional Interest, if any) on, or the principal
or premium, if any, of the Notes. The Issuers shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a certificate indicating whether the signers thereof know of any
Default that occurred during the previous year. The Issuers shall also deliver to the Trustee,
within 30 days after the occurrence thereof, written notice of any events which would constitute a
Default, their status and what action the Issuers are taking or proposing to take in respect
thereof.



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



     14. No Personal Liability of Directors, Officers, Employees and Stockholder. No
director, officer, employee, incorporator or stockholder of an Issuer or any Guarantor, as such,
shall have any liability for any obligations of the Issuers or any Guarantor under the Notes, the
Indenture or the Guarantees or for any claim based on, in



A-6









 







respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.



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



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



     17. Additional Rights and Obligations of Holders of Restricted Global Notes and Restricted
Certificated Notes. In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted Global Notes and Restricted Certificated Notes shall have all the
rights and obligations set forth in the Registration Rights Agreement dated as of January 23, 2008,
among the Issuers, the Guarantors and the parties named on the signature pages thereof (the
“Registration Rights Agreement”).



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



     Requests may be made to:


Atlas Energy Operating Company, LLC

1550 Coraopolis Heights Road

Moon Township, Pennsylvania 15108

Attention: Chief Financial Officer




A-7









 








[FORM OF ASSIGNMENT]





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


 



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



 



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



and irrevocably appoint                                                                  
                                                                              
     

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




	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	(Sign exactly as name appears on the
other side of this Note)	 	 






Signature Guarantee*






 




			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs:
	 
	 	 	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such
other guarantee program acceptable to the Trustee.




A-8









 










OPTION OF HOLDER TO ELECT PURCHASE




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



	 	 	 	 	 
	 

	 	o Sections 3.09 and 4.07
	 	o Section 4.06






     If you want to elect to have only part of the Note purchased by the Issuers pursuant to
Sections 3.09 and 4.07 or Section 4.06 of the Indenture, state the amount you elect to have
purchased (must be $2,000 or an integral multiple of $1,000 in excess of $2,000):



$___________________




	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Sign exactly as name appears on the
other side of this Note)






Signature Guarantee*






 




			
	*	 	NOTICE: The Signature must be guaranteed by an Institution which is a member of one of the
following recognized signature Guarantee Programs:
	 
	 	 	(i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such
other guarantee program acceptable to the Trustee.




A-9









 










SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*



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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Signature of	 	 	 	 	 	 	 	 	 	 	Principal amount	 
	 	 	authorized signatory	 	 	Amount of decrease	 	 	Amount of increase	 	 	of this Global Note	 
	 	 	of Trustee or Note	 	 	in Principal amount	 	 	in Principal amount	 	 	following such	 
	Date of Exchange	 	Custodian	 	 	of this Global Note	 	 	of this Global Note	 	 	decrease or increase	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




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





A-10









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




U.S. Bank National Association

5555 San Felipe Street, Suite 1150

Houston, Texas 77056

Attention: Corporate Trust Department




     Re:       10 3/4 % Senior Notes due 2018 of Atlas Energy Operating Company, LLC

                 and Atlas Energy Finance Corp.



     Reference is hereby made to the Indenture, dated as of January 23, 2008 (the “Indenture”),
among Atlas Energy Operating Company, LLC (the “Company”) and Atlas Energy Finance Corp. (together
with the Company, the “Issuers”), the Persons acting as guarantors and named therein (the
“Guarantors”) and U.S. Bank National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.



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



[CHECK ALL THAT APPLY]




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



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



B-1









 







Placement Legend printed on the Regulation S Global Note and/or the Certificated Note
and in the Indenture and the Securities Act.



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



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



     (b) o such Transfer is being effected to the Company, Finance Co, Holdings or a Subsidiary of
the Company.



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



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



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



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



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



B-2









 




This certificate and the statements contained herein are made for your benefit and for the benefit
of the Issuers, Holdings, the Subsidiary Guarantors, and J.P. Morgan Securities Inc., Wachovia
Capital Markets, LLC, Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, BNP Paribas Securities Corp., RBC Capital Markets Corporation and Friedman, Billings,
Ramsey & Co., Inc. as the Initial Purchasers (collectively, the “Initial Purchasers”) of such Notes
being transferred. We acknowledge that you, the Issuers, the Guarantors and the Initial Purchasers
will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties herein ceases to be
accurate and complete.




B-3









 








[Insert Name of Transferor]




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






Dated:                      ___, ___




cc: Issuers

      Initial Purchasers




B-4









 





ANNEX A TO CERTIFICATE OF TRANSFER



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




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




     (a) o a beneficial interest in the:




     (i) o 144A Global Note (CUSIP ___), or




     (ii) o Regulation S Global Note (CUSIP ___), or



     (b) o a Restricted Certificated Note.


2. After the Transfer the Transferee will hold:




[CHECK ONE]




     (a) o a beneficial interest in the:




     (i) o 144A Global Note (CUSIP ___), or




     (ii) o Regulation S Global Note (CUSIP ___), or




     (iii) o Unrestricted Global Note (CUSIP ___); or



     (b) o a Restricted Certificated Note; or



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




B-5









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




U.S. Bank National Association

5555 San Felipe Street, Suite 1150

Houston, Texas 77056

Attention: Corporate Trust Department




     Re:       10 3/4% Senior Notes due 2018 of Atlas Energy Operating Company, LLC

                  and Atlas Energy Finance Corp.



(CUSIP _____________)




     Reference is hereby made to the Indenture, dated as of January 23, 2008 (the “Indenture”),
among Atlas Energy Operating Company, LLC (the “Company”) and Atlas Energy Finance Corp. (together
with the Company, the “Issuers”), the Persons acting as guarantors and named therein (the
“Guarantors”) and U.S. Bank National Association, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.



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



     1. EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE



     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial
interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an
equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (b) o CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO UNRESTRICTED CERTIFICATED NOTE.
In connection with the Owner’s Exchange of a Restricted Certificated Note for an Unrestricted
Certificated Note, the Owner hereby certifies (i) the Unrestricted Certificated Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Certificated Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.



     2) EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES FOR RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES



C-1









 





     (a) o CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED
CERTIFICATED NOTE. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Certificated Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued shall continue to be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted Certificated Note
and in the Indenture and the Securities Act.



     (b) o CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Certificated
Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S
Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



C-2









 




This certificate and the statements contained herein are made for your benefit and the benefit of
the Issuers, the Guarantors and J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Banc of
America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, BNP Paribas Securities
Corp., RBC Capital Markets Corporation and Friedman, Billings, Ramsey & Co., Inc. as the Initial
Purchasers (collectively, the “Initial Purchasers”) of such Notes being transferred. We
acknowledge that you, the Issuers, the Guarantors and the Initial Purchasers will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly
in writing if any of our representations or warranties herein ceases to be accurate and complete.
[Insert Name of Owner]




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 





Dated:                                          ___, ___



cc: Issuers

Initial Purchasers




C-3









 





ANNEX I




ATLAS ENERGY OPERATING COMPANY, LLC




ATLAS ENERGY FINANCE CORP.




and




the Guarantors named herein

 






10 3/4% SENIOR NOTES DUE 2018

 





 






FORM OF SUPPLEMENTAL INDENTURE




DATED AS OF                                     ,           

 






U.S. BANK NATIONAL ASSOCIATION,




Trustee

 






I-1 









 








     This SUPPLEMENTAL INDENTURE, dated as of                                               ,           ,
is among Atlas Energy Operating
Company, LLC, a Delaware limited liability company (the “Company”), Atlas Energy Finance Corp., a
Delaware corporation (“Finance Co” and, together with the Company, the “Issuers”), Atlas Energy
Resources, LLC (“Holdings”), each of the parties identified under the caption “Subsidiary
Guarantors” on the signature page hereto (the “Subsidiary Guarantors” and, together with Holdings,
the “Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee.



RECITALS




     WHEREAS, the Issuers, Holdings, the initial Subsidiary Guarantors and the Trustee entered into
an Indenture, dated as of January 23, 2008 (the “Indenture”), pursuant to which the Issuers have
issued $250,000,000 in principal amount of 10 3/4% Senior Notes due 2018 (the “Notes”);



     WHEREAS, Section 9.01(d) of the Indenture provides that the Issuers, the Guarantors and the
Trustee may amend or supplement the Indenture in order to add Subsidiary Guarantors pursuant to
Section 4.13 thereof, without the consent of the Holders of the Notes; and



     WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of
Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the
Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have
been duly done and performed;



     NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and
proportionate benefit of the respective Holders of the Notes as follows:



ARTICLE 1




     Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall
be deemed to form a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes.



     Section 1.02. This Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Issuers, the Guarantors and the Trustee.



ARTICLE 2




     From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture,
the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the
extent provided for in Article 10 thereunder.



ARTICLE 3




     Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in
accordance with their terms with all capitalized terms used herein without definition having the
same respective meanings ascribed to them as in the Indenture.



     Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee
subject to all the terms and conditions set forth in the Indenture with the same force and effect
as if those terms and conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.



I-2 









 




Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.




     Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of such executed copies together shall represent the same
agreement.



[NEXT PAGE IS SIGNATURE PAGE]




I-3 









 








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



	 	 	 	 	 
	 	ATLAS ENERGY OPERATING COMPANY, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ATLAS ENERGY FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[CURRENT GUARANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NEW GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




I-4