EXHIBIT
      4.1

     

    
      

      

    

    


    CONSTELLATION
      ENERGY PARTNERS LLC

    


    


    AND

    


    [_________________________]

    


    


    Trustee

    


    ____________________________________________

    


    


    INDENTURE

    


    


    DATED
      AS OF ___________, 20__

    


    


    ____________________________________________

    


    


    SENIOR
      DEBT SECURITIES

     

     

    
      

      

    

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    CONSTELLATION
      ENERGY PARTNERS LLC

    RECONCILIATION
      AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED,

    AND
      INDENTURE, DATED AS OF ___________,
      20__

    


    
      	
              TRUST
                INDENTURE ACT SECTION 

            	
              INDENTURE
                SECTION

            
	 	 
	 	 
	
              Section
                310(a)(1)

            	
              6.9

            
	
              (a)(2)

            	
              6.9

            
	
              (a)(3)

            	
              Not
                Applicable

            
	
              (a)(4)

            	
              Not
                Applicable

            
	
              (a)(5)

            	
              6.9

            
	
              (b)

            	
              6.8

            
	 	 
	
              Section
                311

            	
              6.13

            
	 	 
	
              Section
                312(a)

            	
              7.1,
                7.2(a)

            
	
              (b)

            	
              7.2(b)

            
	
              (c)

            	
              7.2(c)

            
	 	 
	
              Section
                313(a)

            	
              7.3

            
	
              (b)

            	
              *

            
	
              (c)

            	
              *

            
	
              (d)

            	
              7.3

            
	 	 
	
              Section
                314(a)

            	
              7.4

            
	
              (a)(4)

            	
              10.5

            
	
              (b)

            	
              Not
                Applicable

            
	
              (c)(1)

            	
              1.3

            
	
              (c)(2)

            	
              1.3

            
	
              (c)(3)

            	
              Not
                Applicable

            
	
              (d)

            	
              Not
                Applicable

            
	
              (e)

            	
              1.3

            
	 	 
	
              Section
                315(a)

            	
              6.1(a)

            
	
              (b)

            	
              6.2

            
	
              (c)

            	
              6.1(b)

            
	
              (d)

            	
              6.1(c)

            
	
              (d)(1)

            	
              6.1(a)(1)

            
	
              (d)(2)

            	
              6.1(c)(2)

            
	
              (d)(3)

            	
              6.1(c)(3)

            
	
              (e)

            	
              5.14

            
	 	 
	
              Section
                316(a)

            	
              1.1,
                1.2

            
	
              (a)(1)(A)

            	
              5.2,
                5.12

            
	
              (a)(1)(B)

            	
              5.13

            
	
              (a)(2)

            	
              Not
                Applicable

            
	
              (b)

            	
              5.8

            
	
              (c)

            	
              1.5(f)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              TRUST
                INDENTURE ACT SECTION

            	
              INDENTURE
                SECTION

            
	 	 
	 	 
	
              Section
                317(a)(1)

            	
              5.3

            
	
              (a)(2)

            	
              5.4

            
	
              (b)

            	
              10.3

            
	 	 
	
              Section
                318(a)

            	
              1.8

            


    

    


    


    NOTE:
      This reconciliation and tie shall not, for any purpose, be deemed to be a part
      of the Indenture.

    


    *
      Deemed
      included pursuant to Section 318(c) of the Trust Indenture Act

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    

      
        	
                 

              	 	
                Page

              
	 	 	 
	 	 	 
	
                ARTICLE ONE
                  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

              	
                1

              
	
                Section 1.1.

              	
                Definitions

              	
                1

              
	
                Section 1.2.

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                8

              
	
                Section 1.3.

              	
                Compliance
                  Certificates and Opinions

              	
                8

              
	
                Section 1.4.

              	
                Form
                  of Documents Delivered to Trustee

              	
                8

              
	
                Section 1.5.

              	
                Acts
                  of Holders; Record Dates

              	
                9

              
	
                Section 1.6.

              	
                Notices,
                  Etc., to Trustee, Company and Guarantors

              	
                10

              
	
                Section 1.7.

              	
                Notice
                  to Holders; Waiver

              	
                11

              
	
                Section 1.8.

              	
                Conflict
                  with Trust Indenture Act

              	
                11

              
	
                Section 1.9.

              	
                Effect
                  of Headings and Table of Contents

              	
                11

              
	
                Section 1.10.

              	
                Successors
                  and Assigns

              	
                11

              
	
                Section 1.11.

              	
                Separability
                  Clause

              	
                11

              
	
                Section 1.12.

              	
                Benefits
                  of Indenture

              	
                11

              
	
                Section 1.13.

              	
                Governing
                  Law

              	
                12

              
	
                Section 1.14.

              	
                Legal
                  Holidays

              	
                12

              
	
                Section 1.15.

              	
                Securities
                  in a Composite Currency, Currency Unit or Foreign Currency

              	
                12

              
	
                Section 1.16.

              	
                Payment
                  in Required Currency; Judgment Currency

              	
                12

              
	
                Section 1.17.

              	
                Language
                  of Notices, Etc.

              	
                13

              
	
                Section 1.18.

              	
                Incorporators,
                  Shareholders, Officers and Directors of the Company and the Guarantors
                  Exempt from Individual Liability

              	
                13

              
	 	 	 
	
                ARTICLE TWO
                  SECURITY FORMS

              	
                13

              
	
                Section 2.1.

              	
                Forms
                  Generally

              	
                13

              
	
                Section 2.2.

              	
                Form
                  of Face of Security

              	
                14

              
	
                Section 2.3.

              	
                Form
                  of Reverse of Security

              	
                16

              
	
                Section 2.4.

              	
                Global
                  Securities

              	
                20

              
	
                Section 2.5.

              	
                Form
                  of Trustee’s Certificate of Authentication

              	
                21

              
	 	 	 
	
                ARTICLE THREE
                  THE SECURITIES

              	
                22

              
	
                Section 3.1.

              	
                Amount
                  Unlimited; Issuable in Series

              	
                22

              
	
                Section 3.2.

              	
                Denominations

              	
                24

              
	
                Section 3.3.

              	
                Execution,
                  Authentication, Delivery and Dating

              	
                24

              
	
                Section 3.4.

              	
                Temporary
                  Securities

              	
                26

              
	
                Section 3.5.

              	
                Registration,
                  Registration of Transfer and Exchange

              	
                26

              
	
                Section 3.6.

              	
                Mutilated,
                  Destroyed, Lost and Stolen Securities

              	
                29

              
	
                Section 3.7.

              	
                Payment
                  of Interest; Interest Rights Preserved

              	
                29

              
	
                Section 3.8.

              	
                Persons
                  Deemed Owners

              	
                30

              
	
                Section 3.9.

              	
                Cancellation

              	
                31

              
	
                Section 3.10.

              	
                Computation
                  of Interest

              	
                31

              
	
                Section 3.11.

              	
                CUSIP
                  or CINS Numbers

              	
                31

              
	 	 	 
	
                ARTICLE FOUR
                  SATISFACTION AND DISCHARGE

              	
                31

              
	
                Section 4.1.

              	
                Satisfaction
                  and Discharge of Indenture

              	
                31

              
	
                Section 4.2.

              	
                Application
                  of Trust Money

              	
                32

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE FIVE
                  REMEDIES

              	
                33

              
	
                Section 5.1.

              	
                Events
                  of Default

              	
                33

              
	
                Section 5.2.

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                34

              
	
                Section 5.3.

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Trustee

              	
                34

              
	
                Section 5.4.

              	
                Trustee
                  May File Proofs of Claim

              	
                35

              
	
                Section 5.5.

              	
                Trustee
                  May Enforce Claims Without Possession of Securities

              	
                36

              
	
                Section 5.6.

              	
                Application
                  of Money Collected

              	
                36

              
	
                Section 5.7.

              	
                Limitation
                  on Suits

              	
                36

              
	
                Section 5.8.

              	
                Unconditional
                  Right of Holders to Receive Principal, Premium and
                  Interest

              	
                37

              
	
                Section 5.9.

              	
                Restoration
                  of Rights and Remedies

              	
                37

              
	
                Section 5.10.

              	
                Rights
                  and Remedies Cumulative

              	
                37

              
	
                Section 5.11.

              	
                Delay
                  or Omission Not Waiver

              	
                37

              
	
                Section 5.12.

              	
                Control
                  by Holders

              	
                38

              
	
                Section 5.13.

              	
                Waiver
                  of Past Defaults

              	
                38

              
	
                Section 5.14.

              	
                Undertaking
                  for Costs

              	
                38

              
	
                Section 5.15.

              	
                Waiver
                  of Stay or Extension Laws

              	
                38

              
	 	 	 
	
                ARTICLE SIX
                  THE TRUSTEE

              	
                39

              
	
                Section 6.1.

              	
                Certain
                  Duties and Responsibilities

              	
                39

              
	
                Section 6.2.

              	
                Notice
                  of Defaults

              	
                40

              
	
                Section 6.3.

              	
                Certain
                  Rights of Trustee

              	
                40

              
	
                Section 6.4.

              	
                Not
                  Responsible for Recitals or Issuance of Securities

              	
                41

              
	
                Section 6.5.

              	
                May
                  Hold Securities

              	
                41

              
	
                Section 6.6.

              	
                Money
                  Held in Trust

              	
                42

              
	
                Section 6.7.

              	
                Compensation
                  and Reimbursement

              	
                42

              
	
                Section 6.8.

              	
                Disqualification;
                  Conflicting Interests

              	
                42

              
	
                Section 6.9.

              	
                Corporate
                  Trustee Required; Eligibility

              	
                43

              
	
                Section 6.10.

              	
                Resignation
                  and Removal; Appointment of Successor

              	
                43

              
	
                Section 6.11.

              	
                Acceptance
                  of Appointment by Successor

              	
                44

              
	
                Section 6.12.

              	
                Merger,
                  Conversion, Consolidation or Succession to Business

              	
                45

              
	
                Section 6.13.

              	
                Preferential
                  Collection of Claims Against Company

              	
                45

              
	
                Section 6.14.

              	
                Appointment
                  of Authenticating Agent

              	
                46

              
	 	 	 
	
                ARTICLE SEVEN
                  HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

              	
                47

              
	
                Section 7.1.

              	
                Company
                  to Furnish Trustee Names and Addresses of Holders

              	
                47

              
	
                Section 7.2.

              	
                Preservation
                  of Information; Communications to Holders

              	
                47

              
	
                Section 7.3.

              	
                Reports
                  by Trustee

              	
                48

              
	
                Section 7.4.

              	
                Reports
                  by Company

              	
                49

              
	 	 	 
	
                ARTICLE EIGHT
                  CONSOLIDATION, AMALGAMATION, MERGER AND SALE

              	
                49

              
	
                Section 8.1.

              	
                Company
                  May Consolidate, Etc., Only on Certain Terms

              	
                49

              
	
                Section 8.2.

              	
                Successor
                  Substituted

              	
                50

              
	 	 	 
	
                ARTICLE NINE
                  AMENDMENT, SUPPLEMENT AND WAIVER

              	
                50

              
	
                Section 9.1.

              	
                Without
                  Consent of Holders

              	
                50

              
	
                Section 9.2.

              	
                With
                  Consent of Holders

              	
                52

              
	
                Section 9.3.

              	
                Execution
                  of Supplemental Indentures

              	
                53

              
	
                Section 9.4.

              	
                Effect
                  of Supplemental Indentures

              	
                53

              
	
                Section 9.5.

              	
                Conformity
                  with Trust Indenture Act

              	
                53

              
	
                Section 9.6.

              	
                Reference
                  in Securities to Supplemental Indentures

              	
                54

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE TEN
                  COVENANTS

              	
                54

              
	
                Section 10.1.

              	
                Payment
                  of Principal, Premium and Interest

              	
                54

              
	
                Section 10.2.

              	
                Maintenance
                  of Office or Agency

              	
                54

              
	
                Section 10.3.

              	
                Money
                  for Securities Payments to Be Held in Trust

              	
                54

              
	
                Section 10.4.

              	
                Existence

              	
                55

              
	
                Section 10.5.

              	
                Statement
                  by Officers as to Default

              	
                56

              
	
                Section 10.6.

              	
                Additional
                  Amounts

              	
                56

              
	 	 	 
	
                ARTICLE ELEVEN
                  REDEMPTION OF SECURITIES

              	
                57

              
	
                Section 11.1.

              	
                Applicability
                  of Article

              	
                57

              
	
                Section 11.2.

              	
                Election
                  to Redeem; Notice to Trustee

              	
                57

              
	
                Section 11.3.

              	
                Selection
                  by Trustee of Securities to Be Redeemed

              	
                57

              
	
                Section 11.4.

              	
                Notice
                  of Redemption

              	
                58

              
	
                Section 11.5.

              	
                Deposit
                  of Redemption Price

              	
                58

              
	
                Section 11.6.

              	
                Securities
                  Payable on Redemption Date

              	
                58

              
	
                Section 11.7.

              	
                Securities
                  Redeemed in Part

              	
                59

              
	 	 	 
	
                ARTICLE TWELVE
                  SINKING FUNDS

              	
                59

              
	
                Section 12.1.

              	
                Applicability
                  of Article

              	
                59

              
	
                Section 12.2.

              	
                Satisfaction
                  of Sinking Fund Payments with Securities

              	
                59

              
	
                Section 12.3.

              	
                Redemption
                  of Securities for Sinking Fund

              	
                59

              
	 	 	 
	
                ARTICLE THIRTEEN
                  DEFEASANCE

              	
                60

              
	
                Section 13.1.

              	
                Option
                  to Effect Legal Defeasance or Covenant Defeasance

              	
                60

              
	
                Section 13.2.

              	
                Legal
                  Defeasance and Discharge

              	
                60

              
	
                Section 13.3.

              	
                Covenant
                  Defeasance

              	
                61

              
	
                Section 13.4.

              	
                Conditions
                  to Legal or Covenant Defeasance

              	
                61

              
	
                Section 13.5.

              	
                Deposited
                  Money and U.S. Government Obligations to be Held in Trust, Other
                  Miscellaneous Provisions

              	
                62

              
	
                Section 13.6.

              	
                Repayment

              	
                63

              
	
                Section 13.7.

              	
                Reinstatement

              	
                63

              
	 	 	 
	
                ARTICLE FOURTEEN
                  GUARANTEE OF SECURITIES

              	
                63

              
	
                Section 14.1.

              	
                Securities
                  Guarantee

              	
                63

              
	
                Section 14.2.

              	
                Limitation
                  on Guarantor Liability

              	
                65

              
	
                Section 14.3.

              	
                Execution
                  and Delivery of Securities Guarantee Notation

              	
                65

              


      

    

    


    NOTE:
      This table of contents shall not, for any purpose, be deemed to be a part of
      the
      Indenture. 

    
      
         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        PARTIES

        


        INDENTURE,
          dated as of ____________, 20__, among CONSTELLATION ENERGY PARTNERS LLC,
          a
          limited liability company duly organized and existing under the laws of
          the
          State of Delaware (herein called the “Company”), the GUARANTORS (as defined
          hereinafter) and [________________________], a [____________________],
          as
          trustee (the “Trustee”).

         

        RECITALS
          OF THE COMPANY:

        


        The
          Company has duly authorized the execution and delivery of this Indenture
          to
          provide for the issuance from time to time of its unsecured senior debentures,
          notes or other evidences of indebtedness (herein called the “Securities”), which
          may but are not required to be guaranteed by the Guarantor, to be issued
          in one
          or more series as provided in this Indenture.

        


        All
          things necessary to make this Indenture a valid agreement of the Company
          and of
          the Guarantors, in accordance with its terms, have been done.

        


        This
          Indenture is subject to the provisions of the Trust Indenture Act that
          are
          required to be a part of this Indenture and, to the extent applicable,
          shall be
          governed by such provisions.

        


        NOW,
          THEREFORE, THIS INDENTURE WITNESSETH:

        


        For
          and
          in consideration of the premises and the purchase of the Securities by
          the
          Holders thereof, it is mutually covenanted and agreed, for the equal and
          proportionate benefit of all Holders of the Securities or of series thereof,
          as
          follows:

        


        ARTICLE ONE

        DEFINITIONS
          AND OTHER PROVISIONS OF GENERAL APPLICATION

         

        Section 1.1. Definitions.

        


        For
          all
          purposes of this Indenture, except as otherwise expressly provided or unless
          the
          context otherwise requires:

        


        (a) the
          terms
          defined in this Article have the meanings assigned to them in this Article
          and
          include the plural as well as the singular;

        


        (b) all
          terms
          used in this Indenture that are defined in the Trust Indenture Act, defined
          by a
          Trust Indenture Act reference to another statute or defined by an SEC rule
          under
          the Trust Indenture Act have the meanings so assigned to them;

        


        (c) all
          accounting terms not otherwise defined herein have the meanings assigned
          to them
          in accordance with GAAP;

        


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

        


        (e) the
          words
“Article” and “Section” refer to an Article and Section, respectively, of this
          Indenture; and

        


        (f) the
          word
“includes” and its derivatives means “includes, but is not limited to” and
          corresponding derivative definitions.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Certain
          terms, used principally in Article Six,
          are
          defined in that Article.

        


        “Act”,
          when used with respect to any Holder, has the meaning specified in Section 1.5.

        


        “Additional
          Defeasible Provision” means a covenant or other provision contained that is (a)
          made part of this Indenture pursuant to a supplemental indenture hereto,
          a Board
          Resolution or an Officer’s Certificate delivered pursuant to Section 3.1,
          and (b)
          pursuant to the terms set forth in such supplemental indenture, Board Resolution
          or Officer’s Certificate, made subject to the provisions of Article Thirteen.

        


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

        


        “Authenticating
          Agent” means any Person authorized by the Trustee to act on behalf of the
          Trustee to authenticate Securities.

        


        “Banking
          Day” means, in respect of any city, any date on which commercial banks are open
          for business in that city.

        


        “Bankruptcy
          Law” means any applicable Federal or State bankruptcy, insolvency,
          reorganization or other similar law.

        


        “Board
          of
          Directors” means:

        


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

        


        (2)
          with
          respect to a partnership, the Board of Directors of the general partner
          of the
          partnership; 

        


        (3)
          with
          respect to a limited liability company, the managing member or members
          or any
          controlling committee of managers or members thereof or any board or committee
          serving a similar management function; and

        


        (4)
          with
          respect to any other Person, the board or committee of such Person serving
          a
          management function similar to those described in clauses (1), (2) or (3)
          of
          this definition.

        


        “Board
          Resolution” means a copy of a resolution certified by the Secretary or an
          Assistant Secretary of the Company, the principal financial officer of
          the
          Company or a Guarantor, any other authorized officer of the Company or
          a
          Guarantor, or a person duly authorized by any of them, in each case as
          applicable, to have been duly adopted by the Board of Directors and to
          be in
          full force and effect on the date of such certification, and delivered
          to the
          Trustee. Where any provision of this Indenture refers to action to be taken
          pursuant to a Board Resolution (including the establishment of any series
          of the
          Securities and the forms and terms thereof), such action may be taken by
          any
          committee, officer or employee of the Company or a Guarantor, as applicable,
          authorized to take such action by the Board of Directors as evidenced by
          a Board
          Resolution.

        


        “Business
          Day”, when used with respect to any Place of Payment or other location, means,
          except as otherwise provided as contemplated by Section 3.1
          with
          respect to any series of Securities, each Monday, Tuesday, Wednesday, Thursday
          and Friday which is not a day on which banking institutions in that Place
          of
          Payment or other location are authorized or obligated by law, executive
          order or
          regulation to close.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        “CINS”
          means CUSIP International Numbering System.

        


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

        


        “Company”
          means the Person named as the “Company” in the first paragraph of this
          instrument until a successor or resulting Person shall have become such
          pursuant
          to the applicable provisions of this Indenture, and thereafter “Company” shall
          mean such successor or resulting Person.

        


        “Company
          Request” or “Company Order” means, in the case of the Company, a written request
          or order signed in the name of the Company by its Chairman of the Board,
          its
          Chief Executive Officer, its Chief Financial Officer, its President, any
          of its
          Vice Presidents or any other duly authorized officer of the Company or
          any
          person duly authorized by any of them, and delivered to the Trustee and,
          in the
          case of a Guarantor, a written request or order signed in the name of such
          Guarantor by its Chairman of the Board, its Chief Executive Officer, its
          President, any of its Vice Presidents or any other duly authorized officer
          of
          such Guarantor or any person duly authorized by any of them, and delivered
          to
          the Trustee.

        


        “Corporate
          Trust Office” means the office of the Trustee at its address specified in
Section 1.6
          or such
          other address as to which the Trustee may give notice to the
          Company.

         


          “corporation”
            when used in reference to the Trustee or any prospective Trustee, shall
            include
            any corporation, company, association, partnership, limited partnership,
            limited
            liability company, joint-stock company and trust, in each case, satisfying
            the
            requirements of Section 310(a)(1) of the Trust Indenture
            Act.


         

        “Covenant
          Defeasance” has the meaning specified in Section 13.3.

        


        “CUSIP”
          means the Committee on Uniform Securities Identification
          Procedures.

        


        “Custodian”
          means any receiver, trustee, assignee, liquidator or similar official under
          any
          Bankruptcy Law.

        


        “Debt”
          means any obligation created or assumed by any Person for the repayment
          of money
          borrowed and any purchase money obligation created or assumed by such Person
          and
          any guarantee of the foregoing.

        


        “Default”
          means, with respect to a series of Securities, any event that is, or after
          notice or lapse of time or both would be, an Event of Default.

        


        “Defaulted
          Interest” has the meaning specified in Section 3.7.

        


        “Definitive
          Security” means a security other than a Global Security or a temporary
          Security.

        


        “Depositary”
          means, with respect to the Securities of any series issuable or issued
          in whole
          or in part in the form of one or more Global Securities, a clearing agency
          registered under the Exchange Act that is designated to act as Depositary
          for
          such Securities as contemplated by Section 3.1,
          until a
          successor Depositary shall have become such pursuant to the applicable
          provisions of this Indenture, and thereafter shall mean or include each
          Person
          which is a Depositary hereunder, and if at any time there is more than
          one such
          Person, shall be a collective reference to such Persons.

        


        “Dollar”
          or “$” means the coin or currency of the United States of America, which at the
          time of payment is legal tender for the payment of public and private
          debts.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        “Event
          of
          Default” has the meaning specified in Section 5.1.

        


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

        


        “Foreign
          Currency” means a currency used by the government of a country other than the
          United States of America.

        


        “GAAP”
          means generally accepted accounting principles in the United States of
          America
          as in effect from time to time, including those set forth in the opinions
          and
          pronouncements of the Accounting Principles Board of the American Institute
          of
          Certified Public Accountants and statements and pronouncements of the Financial
          Accounting Standards Board or in such other statements by such other entity
          as
          approved by a significant segment of the accounting profession. All ratios
          and
          computations based on GAAP contained in the indenture will be computed
          in
          conformity with GAAP.

        


        “Global
          Security” means a Security in global form that evidences all or part of a series
          of Securities and is authenticated and delivered to, and registered in
          the name
          of, the Depositary for the Securities of such series or its
          nominee.

        


        “Guarantor”
          means each Person that becomes a guarantor of any Securities pursuant to
          the
          applicable provisions of this Indenture.

        


        “Holder”
          means a Person in whose name a Security is registered in the Security
          Register.

        


        “Indenture”
          means this instrument as originally executed or as it may from time to
          time be
          supplemented or amended by one or more indentures supplemental hereto entered
          into pursuant to the applicable provisions hereof, including, for all purposes
          of this instrument, and any such supplemental indenture, the provisions
          of the
          Trust Indenture Act that are deemed to be part of and govern this instrument
          and
          any such supplemental indenture, respectively. The term “Indenture” also shall
          include the terms of particular series of Securities established as contemplated
          by Section 3.1.

        


        “interest”,
          when used with respect to an Original Issue Discount Security which by
          its terms
          bears interest only after Maturity, means interest payable after
          Maturity.

        


        “Interest
          Payment Date”, when used with respect to any Security, means the Stated Maturity
          of an installment of interest on such Security.

        


        “Judgment
          Currency” has the meaning specified in Section 1.16.

        


        “Legal
          Defeasance” has the meaning specified in Section 13.2.

        


        “mandatory
          sinking fund payment” has the meaning specified in Section 12.1.

        


        “Maturity”,
          when used with respect to any Security, means the date on which the principal
          of
          such Security or an installment of principal becomes due and payable as
          therein
          or herein provided, whether at the Stated Maturity or by declaration of
          acceleration, call for redemption or otherwise.

        


        “Notice
          of Default” means a written notice of the kind specified in Section 5.1(c)
          or
Section 5.1(d).

        


        “Officer’s
          Certificate” means, in the case of the Company, a certificate signed by the
          Chairman of the Board, the Chief Executive Officer, the Chief Financial
          Officer,
          the President, any Vice President or any other duly authorized officer
          of the
          Company, or a person duly authorized by any of them, and delivered to the
          Trustee and, in the case of a Guarantor, a certificate signed by the Chairman
          of
          the Board, the Chief Executive Officer, the President, any Vice President
          or any
          other duly authorized officer of such Guarantor, or a person duly authorized
          by
          any of them, and delivered to the Trustee.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        “Opinion
          of Counsel” means a written opinion of counsel, who may be an employee of or
          counsel for the Company or a Guarantor, as the case may be, and who shall
          be
          reasonably acceptable to the Trustee.

        


        “optional
          sinking fund payment” has the meaning specified in Section 12.1.

        


        “Original
          Issue Discount Security” means any Security which provides for an amount less
          than the principal amount thereof to be due and payable upon a declaration
          of
          acceleration of the Maturity thereof pursuant to Section 5.2.

        


        “Outstanding”,
          when used with respect to Securities, means, as of the date of determination,
          all Securities theretofore authenticated and delivered under this Indenture,
          except:

        


        (a) Securities
          theretofore canceled by the Trustee or delivered to the Trustee for
          cancellation;

        


        (b) Securities
          for whose payment or redemption money in the necessary amount has been
          theretofore deposited with the Trustee or any Paying Agent (other than
          the
          Company) in trust or set aside and segregated in trust by the Company (if
          the
          Company shall act as its own Paying Agent) for the Holders of such Securities;
          provided,
          however,
          that,
          if such Securities are to be redeemed, notice of such redemption has been
          duly
          given pursuant to this Indenture or provision therefor satisfactory to
          the
          Trustee has been made;

        


        (c) Securities
          which have been paid pursuant to Section 3.6
          or in
          exchange for or in lieu of which other Securities have been authenticated
          and
          delivered pursuant to this Indenture, other than any such Securities in
          respect
          of which there shall have been presented to the Trustee proof satisfactory
          to it
          that such Securities are held by a bona fide purchaser in whose hands such
          Securities are valid obligations of the Company; and

        


        (d) Securities,
          except to the extent provided in Section 13.2
          and
Section 13.3,
          with
          respect to which the Company has effected Legal Defeasance or Covenant
          Defeasance as provided in Article Thirteen,
          which
          Legal Defeasance or Covenant Defeasance then continues in effect;

        


        provided,
          however,
          that in
          determining whether the Holders of the requisite principal amount of the
          Outstanding Securities have given any request, demand, authorization, direction,
          notice, consent or waiver hereunder, (i) the principal amount of an Original
          Issue Discount Security that shall be deemed to be Outstanding shall be
          the
          amount of the principal thereof that would be due and payable as of the
          date of
          such determination upon acceleration of the Maturity thereof on such date
          pursuant to Section 5.2,
          (ii) the principal amount of a Security denominated in one or more
          currencies or currency units other than U.S. dollars shall be the U.S.
          dollar
          equivalent of such currencies or currency units, determined in the manner
          provided as contemplated by Section 3.1
          on the
          date of original issuance of such Security or by Section 1.15,
          if not
          otherwise so provided pursuant to Section 3.1,
          of the
          principal amount (or, in the case of an Original Issue Discount Security,
          the
          U.S. dollar equivalent (as so determined) on the date of original issuance
          of
          such Security of the amount determined as provided in clause (i) above)
          of such
          Security, and (iii) Securities owned by the Company, any Guarantor or any other
          obligor upon the Securities or any Affiliate of the Company or of such
          other
          obligor shall be disregarded and deemed not to be Outstanding, except that,
          in
          determining whether the Trustee shall be protected in relying upon any
          such
          request, demand, authorization, direction, notice, consent or waiver, only
          Securities which the Trustee knows to be so owned shall be so disregarded.
          Securities so owned as described in clause (iii) of the immediately preceding
          sentence which have been pledged in good faith may be regarded as Outstanding
          if
          the pledgee establishes to the satisfaction of the Trustee the pledgee’s right
          to act with respect to such Securities and that the pledgee is not the
          Company,
          a Guarantor or any other obligor upon the Securities or any Affiliate of
          the
          Company or of such other obligor.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        “Paying
          Agent” means any Person authorized by the Company to pay the principal of and
          any premium or interest on any Securities on behalf of the Company.

        


        “Periodic
          Offering” means an offering of Securities of a series from time to time, the
          specific terms of which Securities, including, without limitation, the
          rate or
          rates of interest or formula for determining the rate or rates of interest
          thereon, if any, the Stated Maturity or Stated Maturities thereof, the
          original
          issue date or dates thereof, the redemption provisions, if any, with respect
          thereto, and any other terms specified as contemplated by Section 3.1
          with
          respect thereto, are to be determined by the Company upon the issuance
          of such
          Securities.

        


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

        


        “Place
          of
          Payment”, when used with respect to the Securities of any series, means, unless
          otherwise specifically provided for with respect to such series as contemplated
          by Section 3.1,
          the
          office or agency of the Company and such other place or places where, subject
          to
          the provisions of Section 10.2,
          the
          principal of and any premium and interest on the Securities of that series
          are
          payable as contemplated by Section 3.1.

        


        “Predecessor
          Security” of any particular Security means every previous Security evidencing
          all or a portion of the same debt as that evidenced by such particular
          Security;
          and, for the purposes of this definition, any Security authenticated and
          delivered under Section 3.6
          in
          exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
          shall
          be deemed to evidence the same debt as the mutilated, destroyed, lost or
          stolen
          Security.

        


        “Redemption
          Date”, when used with respect to any Security to be redeemed, means the date
          fixed for such redemption by or pursuant to this Indenture.

        


        “Redemption
          Price”, when used with respect to any Security to be redeemed, means the price
          at which it is to be redeemed pursuant to this Indenture.

        


        “Regular
          Record Date” for the interest payable on any Interest Payment Date on the
          Securities of any series means the date specified for that purpose as
          contemplated by Section 3.1.

        


        “Required
          Currency” has the meaning specified in Section 1.16.

        


        “Responsible
          Officer” when used with respect to the Trustee, means any officer within the
          Corporate Trust Administration of the Trustee (or any successor group of
          the
          Trustee) or any other officer of the Trustee customarily performing functions
          similar to those performed by any of the above designated officers and
          also
          means, with respect to a particular corporate trust matter, any other officer
          to
          whom such matter is referred because of his knowledge of and familiarity
          with
          the particular subject.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        “SEC”
          means the Securities and Exchange Commission, as from time to time constituted,
          created under the Exchange Act, or, if at any time after the execution
          of this
          instrument such commission is not existing and performing the duties now
          assigned to it under the Trust Indenture Act, then the body performing
          such
          duties at such time.

        


        “Securities”
          has the meaning stated in the first recital of this Indenture and more
          particularly means any Securities authenticated and delivered under this
          Indenture.

        


        “Securities
          Guarantee” means each guarantee of the obligations of the Company under this
          Indenture and the Securities by a Guarantor in accordance with the provisions
          hereof.

        


        “Security
          Register” and “Security Registrar” have the respective meanings specified in
Section 3.5.

        


        “Special
          Record Date” for the payment of any Defaulted Interest means a date fixed by the
          Trustee pursuant to Section 3.7.

        


        “Stated
          Maturity”, when used with respect to any Security or any installment of
          principal thereof or interest thereon, means the date specified in such
          Security
          as the fixed date on which the principal of such Security or such installment
          of
          principal or interest is due and payable.

        


        “Trustee”
          means the Person named as the “Trustee” in the first paragraph of this
          instrument until a successor Trustee shall have become such pursuant to
          the
          applicable provisions of this Indenture, and thereafter “Trustee” shall mean or
          include each Person who is then a Trustee hereunder, and if at any time
          there is
          more than one such Person, “Trustee” as used with respect to the Securities of
          any series shall mean the Trustee with respect to Securities of that
          series.

        


        “Trust
          Indenture Act” means the Trust Indenture Act of 1939, as amended, as in force at
          the date as of which this instrument was executed, except as provided in
          Section 9.5;
          provided,
          however,
          that if
          the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture
          Act” means, to the extent required by any such amendment, the Trust Indenture
          Act of 1939 as so amended.

        


        “U.S.
          Person” shall have the meaning assigned to such term in Section 7701(a)(30) of
          the Code.

        


        “U.S.
          Government Obligations” means securities which are (a) direct obligations of the
          United States for the 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, the payment of which is unconditionally
          guaranteed as a full faith and credit obligation by the United States,
          each of
          which are not callable or redeemable at the option of the issuer
          thereof.

        


        “Vice
          President”, when used with respect to the Company, the Guarantor or the Trustee,
          means any vice president, regardless of whether designated by a number
          or a word
          or words added before or after the title “vice president.”

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        Section 1.2. Incorporation
          by Reference of Trust Indenture Act.

        


        Whenever
          this Indenture refers to a provision of the Trust Indenture Act, the provision
          is incorporated by reference in and made a part of this Indenture. The
          following
          Trust Indenture Act terms used in this Indenture have the following
          meanings:

        


        “commission”
          means the SEC.

        


        “indenture
          securities” means the Securities.

        


        “indenture
          security holder” means a Holder.

        


        “indenture
          to be qualified” means this Indenture.

        


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

        


        “obligor”
          on the indenture securities means the Company, the Guarantor (if applicable)
          or
          any other obligor on the indenture securities.

        


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

         

        Section 1.3. Compliance
          Certificates and Opinions.

        


        Upon
          any
          application or request by the Company or a Guarantor to the Trustee to
          take any
          action under any provision of this Indenture, the Company or such Guarantor,
          as
          the case may be, shall furnish to the Trustee an Officer’s Certificate stating
          that all conditions precedent, if any, provided for in this Indenture relating
          to the proposed action have been complied with and an Opinion of Counsel
          stating
          that in the opinion of such counsel all such conditions precedent, if any,
          have
          been complied with, except that in the case of any such application or
          request
          as to which the furnishing of such documents is specifically required by
          any
          provision of this Indenture relating to such particular application or
          request,
          no additional certificate or opinion need be furnished except as required
          under
          Section 314(c) of the Trust Indenture Act.

        


        Every
          certificate or opinion with respect to compliance with a condition or covenant
          provided for in this Indenture (except for certificates provided for in
          Section 10.5)
          shall
          include:

        


        (a) a
          statement that each individual signing such certificate or opinion has
          read such
          covenant or condition and the definitions herein relating thereto;

        


        (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 each such individual, he has made such
          examination or investigation as is necessary to enable him to express an
          informed opinion as to whether such covenant or condition has been complied
          with; and

        


        (d) a
          statement as to whether, in the opinion of each such individual, such condition
          or covenant has been complied with.

         

        Section 1.4. Form
          of
          Documents Delivered to Trustee.

        


        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 other 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.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        Any
          certificate or opinion of an officer of the Company or a 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, insofar
          as
          it relates to factual matters, upon a certificate or opinion of, or
          representations by, an officer or officers of the Company or the Guarantor,
          as
          the case may be, stating that the information with respect to such factual
          matters is in the possession of the Company or the Guarantor, as the case
          may
          be, unless such counsel knows that the certificate or opinion or representations
          with respect to such matters are erroneous.

        


        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 1.5. Acts
          of
          Holders; Record Dates.

        


        (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 (either physically or by means of a facsimile or an electronic
          transmission, provided
          that
          such electronic transmission is transmitted through the facilities of a
          Depositary) by such Holders in person or by agent duly appointed in writing;
          and, except as herein otherwise expressly provided, such action shall become
          effective when such instrument or instruments are delivered to the Trustee
          and,
          where it is hereby expressly required, to the Company or the Guarantors.
          Such
          instrument or instruments (and the action embodied therein and evidenced
          thereby) are herein sometimes referred to as the “Act” of the Holders signing
          such instrument or instruments. Proof of execution of any such instrument
          or of
          a writing appointing any such agent shall be sufficient for any purpose
          of this
          Indenture and (subject to Section 315 of the Trust Indenture Act) conclusive
          in
          favor of the Trustee, the Company and, if applicable, the Guarantors, if
          made in
          the manner provided in this Section.

        


        (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 a certificate
          of a
          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 a
          signer
          acting in a capacity other than his individual capacity, such certificate
          or
          affidavit shall also constitute sufficient proof of his authority. 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 which
          the
          Trustee deems sufficient.

        


        (c) The
          ownership, principal amount and serial numbers of Securities held by any
          Person,
          and the date of commencement of such Person’s holding of same, shall be proved
          by the Security Register.

        


        (d) Any
          request, demand, authorization, direction, notice, consent, waiver or other
          Act
          of the Holder of any Security shall bind every future Holder of the same
          Security and the Holder of every Security issued upon the registration
          of
          transfer thereof or in exchange therefor or in lieu thereof in respect
          of
          anything done, omitted or suffered to be done by the Trustee, the Company
          or, if
          applicable, the Guarantors in reliance thereon, regardless of whether notation
          of such action is made upon such Security.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        (e) Without
          limiting the foregoing, a Holder entitled to give or take any action hereunder
          with regard to any particular Security may do so with regard to all or
          any part
          of the principal amount of such Security or by one or more duly appointed
          agents
          each of which may do so pursuant to such appointment with regard to all
          or any
          different part of such principal amount.

        


        (f) The
          Company may set any day as the record date for the purpose of determining
          the
          Holders of Outstanding Securities of any series entitled to give or take
          any
          request, demand, authorization, direction, notice, consent, waiver or other
          Act
          provided or permitted by this Indenture to be given or taken by Holders
          of
          Securities of such series, but the Company shall have no obligation to
          do so.
          With regard to any record date set pursuant to this paragraph, the Holders
          of
          Outstanding Securities of the relevant series on such record date (or their
          duly
          appointed agents), and only such Persons, shall be entitled to give or
          take the
          relevant action, regardless of whether such Holders remain Holders after
          such
          record date.

         

        Section 1.6. Notices,
          Etc., to Trustee, Company and Guarantors.

        


        (a) Any
          notice or communication by the Company, any of the Guarantors or the Trustee
          to
          the others is duly given if in writing 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
          Company and/or any Guarantor:

        


        
          	
                	c/o	
                  Constellation
                    Energy Partners LLC

                


        

        One
          Allen
          Center, Suite 3300

        Houston,
          Texas 77002

        Facsimile:
          (713) 369-3906

        Attention:
          Angela Minas

        


        


        If
          to the
          Trustee:

        


        [___________________]

        [___________________]

        [___________________]

        [___________________]

        Facsimile:
          [___________________]

        Attention:
          [___________________]

        


        (b) The
          Company, the Guarantors or the Trustee, by notice to the others, may designate
          additional or different addresses for subsequent notices or
          communications.

        


        (c) 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;
          three Business Days after being deposited in the mail, postage prepaid,
          if
          mailed; when receipt acknowledged, if telecopied; and the next Business
          Day
          after timely delivery to the courier, if sent by overnight air courier
          guaranteeing next day delivery.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        Section 1.7. Notice
          to
          Holders; Waiver.

         

        Where
          this Indenture provides for notice to Holders of any event, such notice
          shall be
          sufficiently given (unless otherwise herein expressly provided) if in writing
          and mailed, first-class postage prepaid, to each Holder affected by such
          event,
          at his address as it appears in the Security Register, not later than the
          latest
          date, and not earlier than the earliest date, prescribed for the giving
          of such
          notice. In any case where notice to Holders is given by mail, neither the
          failure to mail such notice, nor any defect in any notice so mailed, to
          any
          particular Holder shall affect the sufficiency of such notice with respect
          to
          other Holders. Any notice mailed to a Holder in the manner herein prescribed
          shall be conclusively deemed to have been received by such Holder, regardless
          of
          whether such Holder actually receives such notice.

        


        Where
          this Indenture provides for notice in any manner, such notice may be waived
          in
          writing by the Person entitled to receive such notice, either before or
          after
          the event, and such waiver shall be the equivalent of such notice. Waivers
          of
          notice by Holders shall be filed with the Trustee, but such filing shall
          not be
          a condition precedent to the validity of any action taken in reliance upon
          such
          waiver.

        


        In
          case
          by reason of the suspension of regular mail service or by reason of any
          other
          cause it shall be impracticable to give such notice by mail, then such
          notification as shall be made with the approval of the Trustee shall constitute
          a sufficient notification for every purpose hereunder.

         

        Section 1.8. Conflict
          with Trust Indenture Act.

        


        If
          any
          provision hereof limits, qualifies or conflicts with a provision of the
          Trust
          Indenture Act that is required under such Act to be a part of and govern
          this
          Indenture, the latter provision shall control. If any provision of this
          Indenture modifies or excludes any provision of the Trust Indenture Act
          that may
          be so modified or excluded, the latter provision shall be deemed to apply
          to
          this Indenture as so modified or excluded, as the case may be.

         

        Section 1.9. Effect
          of
          Headings and Table of Contents.

        


        The
          Article and Section headings herein and the Table of Contents are for
          convenience only and shall not affect the construction hereof.

         

        Section 1.10. Successors
          and Assigns.

        


        All
          covenants and agreements in this Indenture by each of the Company and the
          Guarantors shall bind their respective successors and assigns, whether
          so
          expressed or not.

         

        Section 1.11. Separability
          Clause.

        


        In
          case
          any provision in this Indenture or in the Securities or, if applicable,
          the
          Securities Guarantee 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 1.12. Benefits
          of Indenture.

        


        Nothing
          in this Indenture or in the Securities or, if applicable, the Securities
          Guarantee, express or implied, shall give to any Person, other than the
          parties
          hereto and their successors hereunder and the Holders, any benefit or any
          legal
          or equitable right, remedy or claim under this Indenture.

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        Section 1.13. Governing
          Law.

        


        THIS
          INDENTURE, THE SECURITIES AND THE SECURITIES GUARANTEE SHALL BE GOVERNED
          BY AND
          CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
          YORK.

         

        Section 1.14. Legal
          Holidays.

        


        In
          any
          case where any Interest Payment Date, Redemption Date or Stated Maturity
          of any
          Security shall not be a Business Day at any Place of Payment, then
          (notwithstanding any other provision of this Indenture or of the Securities
          or,
          if applicable, the Securities Guarantee (other than a provision of the
          Securities of any series or, if applicable, the Securities Guarantee that
          specifically states that such provision shall apply in lieu of this Section 1.14))
          payment of interest or principal and any premium need not be made at such
          Place
          of Payment on such date, but may be made on the next succeeding Business
          Day at
          such Place of Payment with the same force and effect as if made on the
          Interest
          Payment Date or Redemption Date, or at the Stated Maturity, provided
          that no
          interest shall accrue for the period from and after such Interest Payment
          Date,
          Redemption Date or Stated Maturity, as the case may be.

         

        Section 1.15. Securities
          in a Composite Currency, Currency Unit or Foreign Currency.

        


        Unless
          otherwise specified in an Officer’s Certificate delivered pursuant to
Section 3.1
          of this
          Indenture with respect to a particular series of Securities, whenever for
          purposes of this Indenture any action may be taken by the Holders of a
          specified
          percentage in aggregate principal amount of Securities of all series or
          all
          series affected by a particular action at the time Outstanding and, at
          such
          time, there are Outstanding Securities of any series which are denominated
          in a
          coin, currency or currencies other than Dollars (including, but not limited
          to,
          any composite currency, currency units or Foreign Currency), then the principal
          amount of Securities of such series which shall be deemed to be Outstanding
          for
          the purpose of taking such action shall be that amount of Dollars that
          could be
          obtained for such amount at the Market Exchange Rate. For purposes of this
          Section 1.15,
          the
          term “Market Exchange Rate” shall mean the noon Dollar buying rate in The City
          of New York for cable transfers of such currency or currencies as published
          by
          the Federal Reserve Bank of New York, as of the most recent available date.
          If
          such Market Exchange Rate is not so available for any reason with respect
          to
          such currency, the Trustee shall use, in its sole discretion and without
          liability on its part, such quotation of the Federal Reserve Bank of
          New York as of the most recent available date, or quotations or rates of
          exchange from one or more major banks in The City of New York or in the
          country
          of issue of the currency in question, which for purposes of euros shall
          be
          Brussels, Belgium, or such other quotations or rates of exchange as the
          Trustee
          shall deem appropriate. The provisions of this paragraph shall apply in
          determining the equivalent principal amount in respect of Securities of
          a series
          denominated in a currency other than Dollars in connection with any action
          taken
          by Holders of Securities pursuant to the terms of this Indenture.

        


        All
          decisions and determinations of the Trustee regarding the Market Exchange
          Rate
          or any alternative determination provided for in the preceding paragraph
          shall
          be in its sole discretion and shall, in the absence of manifest error,
          be
          conclusive to the extent permitted by law for all purposes and irrevocably
          binding upon the Issuer and all Holders.

         

        Section 1.16. Payment
          in Required Currency; Judgment Currency.

        


        Each
          of
          the Company and the Guarantors agrees, to the fullest extent that it may
          effectively do so under applicable law, that (a) if for the purpose of
          obtaining
          judgment in any court it is necessary to convert the sum due in respect
          of the
          principal of or interest on the Securities of any series (the “Required
          Currency”) into a currency in which a judgment will be rendered (the “Judgment
          Currency”), the rate of exchange used shall be the rate at which in accordance
          with normal banking procedures the Trustee could purchase in The City of
          New
          York the Required Currency with the Judgment Currency on the day on which
          final
          unappealable judgment is entered, unless such day is not a Banking Day,
          then, to
          the extent permitted by applicable law, the rate of exchange used shall
          be the
          rate at which in accordance with normal banking procedures the Trustee
          could
          purchase in The City of New York the Required Currency with the Judgment
          Currency on the Banking Day next preceding the day on which final unappealable
          judgment is entered and (b) its obligations under this Indenture to make
          payments in the Required Currency (i) shall not be discharged or satisfied
          by
          any tender, or any recovery pursuant to any judgment (regardless of whether
          entered in accordance with subclause (a)), in any currency other than the
          Required Currency, except to the extent that such tender or recovery shall
          result in the actual receipt, by the payee, of the full amount of the Required
          Currency expressed to be payable in respect of such payments, (ii) shall
          be
          enforceable as an alternative or additional cause of action for the purpose
          of
          recovering in the Required Currency the amount, if any, by which such actual
          receipt shall fall short of the full amount of the Required Currency so
          expressed to be payable and (iii) shall not be affected by judgment being
          obtained for any other sum due under this Indenture.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        Section 1.17. Language
          of Notices, Etc.

        


        Any
          request, demand, authorization, direction, notice, consent, waiver or Act
          required or permitted under this Indenture shall be in the English language,
          except that any published notice may be in an official language of the
          country
          of publication.

         

        Section 1.18. Incorporators,
          Shareholders, Officers and Directors of the Company and the Guarantors
          Exempt
          from Individual Liability.

        


        No
          recourse under or upon any obligation, covenant or agreement of or contained
          in
          this Indenture or of or contained in any Security or, if applicable, the
          Securities Guarantee, or for any claim based thereon or otherwise in respect
          thereof, or in any Security or, if applicable, the Securities Guarantee,
          or
          because of the creation of any indebtedness represented thereby, shall
          be had
          against any incorporator, shareholder, member, officer, manager or director,
          as
          such, past, present or future, of the Company, any Guarantor or any successor
          Person, either directly or through the Company, any Guarantor or any successor
          Person, whether by virtue of any constitution, statute or rule of law,
          or by the
          enforcement of any assessment or penalty or otherwise, it being expressly
          understood that all such liability is hereby expressly waived and released
          as a
          condition of, and as a part of the consideration for, the execution of
          this
          Indenture and the issue of the Securities.

        


        ARTICLE TWO

        SECURITY
          FORMS

         

        Section 2.1. Forms
          Generally.

        


        The
          Securities of each series and, if applicable, the notation thereon relating
          to
          the Securities Guarantee, shall be in substantially the form set forth
          in this
Article Two,
          or in
          such other form or forms as shall be established by or pursuant to a Board
          Resolution or in one or more indentures supplemental hereto, in each case
          with
          such appropriate insertions, omissions, substitutions and other variations
          as
          are required or permitted by this Indenture, and may have such letters,
          numbers
          or other marks of identification and such legends or endorsements placed
          thereon
          as may be required to comply with the rules of any securities exchange
          or as
          may, consistently herewith, be determined by the officers executing such
          Securities and, if applicable, the Securities Guarantee, as evidenced by
          their
          execution thereof.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        
 

        The
          definitive Securities shall be printed, lithographed or engraved on steel
          engraved borders or may be produced in any other manner, all as determined
          by
          the officers executing such Securities, as evidenced by their execution
          thereof.
          If the form of Securities of any series is established by action taken
          pursuant
          to a Board Resolution, a copy of an appropriate record of such action shall
          be
          certified by an authorized officer or other authorized person on behalf
          of the
          Company and delivered to the Trustee at or prior to the delivery of the
          Company
          Order contemplated by Section 3.3
          for the
          authentication and delivery of such Securities.

        


        The
          forms
          of Global Securities of any series shall have such provisions and legends
          as are
          customary for Securities of such series in global form, including without
          limitation any legend required by the Depositary for the Securities of
          such
          series.

         

        Section 2.2. Form
          of Face of Security.

        


        [If
          the Security is an Original Issue Discount Security, insert—FOR
          PURPOSES OF SECTION 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF
          1986, AS
          AMENDED, THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT IS . . . . . . . .,
          THE ISSUE
          DATE IS . . . . . ., 20. . . [AND] [,] THE YIELD TO MATURITY IS . . . .
          . . . .
          [,] [AND THE ORIGINAL ISSUE DISCOUNT FOR THE SHORT ACCRUAL PERIOD IS .
          . . . . .
          . . AND THE METHOD USED TO DETERMINE THE YIELD THEREFOR IS . . . .
          .]]

        


        [Insert
          any other legend required by the Code or the regulations
          thereunder.]

        


        [If
          a
          Global Security,—insert legend required by Section 2.4
          of
          the Indenture]
          [If
          applicable, insert —UNLESS
          THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY, A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED
          IS
          REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY
          AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
          IS
          MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR
          OTHER
          USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
          THE
          REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

        


        CONSTELLATION
          ENERGY PARTNERS LLC

        


        [TITLE
          OF
          SECURITY]

         

        
          	
                  No
                    . . . . . . .  

                  


                  [CUSIP
                    No. ]

                	
                  U.S.
                    $. . . . . .

                   

                   

                


        

         

        CONSTELLATION
          ENERGY PARTNERS LLC, a limited liability company duly organized under the
          laws
          of the State of Delaware (herein called the “Company”, which term includes any
          successor or resulting Person under the Indenture hereinafter referred
          to), for
          value received, hereby promises to pay to .......... . . . . . . . . .
          . . . . .
          . . . . . . . ., or registered assigns, the principal sum of . . . .
          ................................................ United States Dollars
          on
          ........................................ [If
          the Security is to bear interest prior to Maturity, insert—,
          and to
          pay interest thereon from . . . . . . . . . . or from the most recent Interest
          Payment Date to which interest has been paid or duly provided for, semi-annually
          on . . . . . . and . . . . . . in each year, commencing . . . . . ., at
          the rate
          of . . . . % per annum, until the principal hereof is paid or made available
          for
          payment [if
          applicable, insert—,
          and at
          the rate of ___% per annum on any overdue principal and premium and on
          any
          installment of interest (to the extent that the payment of such interest
          shall
          be legally enforceable)]. The interest so payable, and punctually paid
          or duly
          provided for, on any Interest Payment Date will, as provided in such Indenture,
          be paid to the Person in whose name this Security (or one or more Predecessor
          Securities) is registered at the close of business on the Regular Record
          Date
          for such interest, which shall be the . . . . or . . . . (regardless of
          whether
          a Business Day), as the case may be, next preceding such Interest Payment
          Date.
          Any such interest not so punctually paid or duly provided for will forthwith
          cease to be payable to the Holder on such Regular Record Date and may either
          be
          paid to the Person in whose name this Security (or one or more Predecessor
          Securities) is registered at the close of business on a Special Record
          Date for
          the payment of such Defaulted Interest to be fixed by the Trustee, notice
          whereof shall be given to Holders of Securities of this series not less
          than 10
          days prior to such Special Record Date, or be paid at any time in any other
          lawful manner not inconsistent with the requirements of any securities
          exchange
          on which the Securities of this series may be listed, and upon such notice
          as
          may be required by such exchange, all as more fully provided in said
          Indenture].

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        [If
          the Security is not to bear interest prior to Maturity, insert—The
          principal of this Security shall not bear interest except in the case of
          a
          default in payment of principal upon acceleration, upon redemption or at
          Stated
          Maturity and in such case the overdue principal of this Security shall
          bear
          interest at the rate of . . . .% per annum (to the extent that the payment
          of
          such interest shall be legally enforceable), which shall accrue from the
          date of
          such default in payment to the date payment of such principal has been
          made or
          duly provided for. Interest on any overdue principal shall be payable on
          demand.
          Any such interest on any overdue principal that is not so paid on demand
          shall
          bear interest at the rate of . . . . % per annum (to the extent that the
          payment
          of such interest shall be legally enforceable), which shall accrue from
          the date
          of such demand for payment to the date payment of such interest has been
          made or
          duly provided for, and such interest shall also be payable on
          demand.]

        


        [If
          a
          Global Security, insert—Payment
          of the principal of (and premium, if any) and [if
          applicable, insert—any such]
          interest on this Security will be made by transfer of immediately available
          funds to a bank account in ___________ designated by the Holder 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 [state other
          currency].]

        


        [If
          a
          Definitive Security, insert—Payment
          of the principal of (and premium, if any) and [if
          applicable, insert—any
          such]
          interest on this Security will be made at the office or agency of the Company
          maintained for that purpose in _______________, 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] [state other currency] [or subject to any
          laws or
          regulations applicable thereto and to the right of the Company (as provided
          in
          the Indenture) to rescind the designation of any such Paying Agent, at
          the
          [main] offices of ________________ in _____________, or at such other offices
          or
          agencies as the Company may designate, by [United States Dollar] [state
          other
          currency] check drawn on, or transfer to a [United States Dollar] account
          maintained by the payee with, a bank in The City of New York (so long as
          the
          applicable Paying Agency has received proper transfer instructions in writing
          at
          least ___ days prior to the payment date)] [if
          applicable, insert—;
          provided,
          however,
          that
          payment of interest may be made at the option of the Company by [United
          States
          Dollar] [state other currency] check mailed to the addresses of the Persons
          entitled thereto as such addresses shall appear in the Security Register]
          [or by
          transfer to a [United States Dollar] [state other currency] account maintained
          by the payee with a bank in The City of New York [state other Place of
          Payment]
          (so long as the applicable Paying Agent has received proper transfer
          instructions in writing by the record date prior to the applicable Interest
          Payment Date)].]

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        Reference
          is hereby made to the further provisions of this Security 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 authentication hereon has been executed by the Trustee
          referred to on the reverse hereof by manual signature, this Security shall
          not
          be entitled to any benefit under the Indenture or be valid or obligatory
          for any
          purpose.

        


        IN
          WITNESS WHEREOF, the Company has caused this instrument to be duly
          executed.

        


        Dated:

        

          
            	
                     

                  	
                    CONSTELLATION
                      ENERGY PARTNERS LLC

                  	 
	 	 	 
	 	 	 
	
                     

                  	
                    By:

                  	  
	 


          

        

         

        Section 2.3. Form
          of
          Reverse of Security.

        


        This
          Security is one of a duly authorized issue of senior securities of the
          Company
          (herein called the “Securities”), issued and to be issued in one or more series
          under an Indenture, dated as of ______, 20__ (herein called the “Indenture”),
          between the Company, the Guarantors and [_________________], as Trustee
          (herein
          called the “Trustee”, which term includes any successor trustee under the
          Indenture), to which Indenture and all indentures supplemental thereto
          reference
          is hereby made for a statement, of the respective rights, limitations of
          rights,
          duties and immunities thereunder of the Company, the Guarantors, the Trustee
          and
          the Holders of the Securities and of the terms upon which the Securities
          are,
          and are to be, authenticated and delivered. As provided in the Indenture,
          the
          Securities may be issued in one or more series, which different series
          may be
          issued in various aggregate principal amounts, may mature at different
          times,
          may bear interest, if any, at different rates, may be subject to different
          redemption provisions, if any, may be subject to different sinking, purchase
          or
          analogous funds, if any, may be subject to different covenants and Events
          of
          Default and may otherwise vary as in the Indenture provided or permitted.
          This
          Security is one of the series designated on the face hereof [, limited
          in
          aggregate principal amount to $ . . . . . . . . . . ].

        


        This
          security is the general, unsecured, senior obligation of the Company
          [if
          applicable, insert—and
          is
          guaranteed pursuant to a guarantee (the “Securities Guarantee”) by [insert
          name of each Guarantor]
          (the
“Guarantors”). The Securities Guarantee is the general, unsecured, senior
          obligation of each Guarantor.]

        


        [If
          applicable, insert—The
          Securities of this series are subject to redemption upon not less than
          ... days’
notice by mail, [if
          applicable, insert,
          —(1)
          on .
          . . . . . . . . . . . . . in any year commencing with the year . . . .
          and
          ending with the year . . . . through operation of the sinking fund for
          this
          series at a Redemption Price equal to 100% of the principal amount, and
          (2) ] at
          any time [on or after . . . . . . . . . ., 20. . . ], as a whole or in
          part, at
          the election of the Company, at the following Redemption Prices (expressed
          as
          percentages of the principal amount): If redeemed [on or before . . . .
          . . . .
          . . . . . . . , . . . . . %, and if redeemed] during the 12-month period
          beginning . . . . . . . . of the years indicated,

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        
          	
                   

                  Year

                	
                   

                  Redemption
                    Price

                	
                   

                  Year

                	
                   

                  Redemption
                    Price

                
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

         

        and
          thereafter at a Redemption Price equal to . . . . . % of the principal
          amount,
          together in the case of any such redemption [if
          applicable, insert—(whether
          through operation of the sinking fund or otherwise)] with accrued interest
          to
          the Redemption Date, but interest installments whose Stated Maturity is
          on or
          prior to such Redemption Date will be payable to the Holders of such Securities,
          or one or more Predecessor Securities, of record at the close of business
          on the
          relevant record dates referred to on the face hereof, all as provided in
          the
          Indenture.]

        


        [If
          applicable, insert—The
          Securities of this series are subject to redemption upon not less than...
          nor
          more than ... days’ notice by mail, (1) on . . . . . . . . in any year
          commencing with the year . . . . and ending with the year . . . . through
          operation of the sinking fund for this series at the Redemption Prices
          for
          redemption through operation of the sinking fund (expressed as percentages
          of
          the principal amount) set forth in the table below, and (2) at anytime
          [on or
          after . . . . . . . . . . ], as a whole or in part, at the election of
          the
          Company, at the Redemption Prices for redemption otherwise than through
          operation of the sinking fund (expressed as percentages of the principal
          amount)
          set forth in the table below: If redeemed during the 12-month period beginning
          .
          . . . . . . . . . . . . . of the years indicated,

         

        
          
            	
                     

                    Year

                  	
                     

                    Redemption
                      Price For 

                    Redemption
                      Through

                    Operation
                      of the Sinking Fund

                  	
                    Redemption
                      Price for

                    Redemption
                      Otherwise Than

                    Through
                      Operation of the

                    Sinking
                      Fund

                  
	 	 	 
	 	 	 
	 	 	 
	 	 	 


          

        

         

        and
          thereafter at a Redemption Price equal to . . . . % of the principal amount,
          together in the case of any such redemption (whether through operation
          of the
          sinking fund or otherwise) with accrued interest to the Redemption Date,
          but
          interest installments whose Stated Maturity is on or prior to such Redemption
          Date will be payable to the Holders of such Securities, or one or more
          Predecessor Securities, of record at the close of business on the relevant
          record dates referred to on the face hereof, all as provided in the
          Indenture.]

        


        [If
          applicable, insert—Notwithstanding
          the foregoing, the Company may not, prior to . . . . . . . . . ., redeem
          any
          Securities of this series as contemplated by [clause (2) of] the preceding
          paragraph as a part of, or in anticipation of, any refunding operation
          by the
          application, directly or indirectly, of moneys borrowed having an interest
          cost
          to the Company (calculated in accordance with generally accepted financial
          practice) of less than . . . .% per annum.]

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        [If
          applicable, insert—The
          sinking fund for this series provides for the redemption on . . . . . .
          . . . .
          . . in each year beginning with the year . . . . and ending with the year
          . . .
          . of [not less than] $ . . . . . . . . . . . . [ (“mandatory sinking fund”) and
          not more than $ . . . . . . . . . . . . ] aggregate principal amount of
          Securities of this series. [Securities of this series acquired or redeemed
          by
          the Company otherwise than through [mandatory] sinking fund payments may
          be
          credited against subsequent [mandatory] sinking fund payments otherwise
          required
          to be made [If
          applicable, insert-—
          in the
          inverse order in which they become due].]

        


        [If
          the Securities are subject to redemption in part of any kind,
          insert—In
          the
          event of redemption of this Security in part only, a new Security or Securities
          of this series and of like tenor for the unredeemed portion hereof will
          be
          issued in the name of the Holder hereof upon the cancellation
          hereof.]

        


        [If
          applicable, insert—The
          Securities of this series are not redeemable prior to Stated
          Maturity.]

        


        [If
          the Security is not an Original Issue Discount Security,—If
          an
          Event of Default with respect to Securities of this series shall occur
          and be
          continuing, the principal of the Securities of this series may be declared
          due
          and payable in the manner and with the effect provided in the
          Indenture.]

        


        [If
          the Security is an Original Issue Discount Security,—If
          an
          Event of Default with respect to Securities of this series shall occur
          and be
          continuing, an amount of principal of the Securities of this series may
          be
          declared due and payable in the manner and with the effect provided in
          the
          Indenture. Such amount shall be equal to —insert
          formula for determining the amount.
          Upon
          payment (i) of the amount of principal so declared due and payable and
          (ii) of
          interest on any overdue principal and overdue interest (in each case to
          the
          extent that the payment of such interest shall be legally enforceable),
          all of
          the Company’s obligations in respect of the payment of the principal of and
          interest, if any, on the Securities of this series shall
          terminate.]

        


        The
          Indenture permits, with certain exceptions as therein provided, the amendment
          thereof and the modification of the rights and obligations of the Company
          [If
          applicable, insert—and
          the
          Guarantors] and the rights of the Holders of the Securities of each series
          to be
          affected under the Indenture at any time by the Company [If
          applicable, insert—and
          the
          Guarantors] and the Trustee with the consent of the Holders of a majority
          in
          principal amount of the Securities at the time Outstanding of each series
          to be
          affected. The Indenture also contains provisions permitting the Holders
          of
          specified percentages in principal amount of the Securities of each series
          at
          the time Outstanding, on behalf of the Holders of all Securities of such
          series,
          to waive compliance by the Company [If
          applicable, insert—and
          the
          Guarantors] with certain provisions of the Indenture and certain past defaults
          under the Indenture and their consequences. Any such consent or waiver
          by the
          Holder of this Security shall be conclusive and binding upon such Holder
          and
          upon all future Holders of this Security and of any Security issued upon
          the
          registration of transfer hereof or in exchange herefor or in lieu hereof,
          regardless of whether notation of such consent or waiver is made upon this
          Security.

        


        No
          reference herein to the Indenture and no provision of this Security or
          of the
          Indenture shall alter or impair the obligation of the Company, which is
          absolute
          and unconditional, to pay the principal of (and premium, if any) and interest
          on
          this Security at the times, place(s) and rate, and in the coin or currency,
          herein prescribed.

        


        [If
          a
          Global Security, insert—This
          Global Security or portion hereof may not be exchanged for Definitive Securities
          of this series except in the limited circumstances provided in the Indenture.
          The holders of beneficial interests in this Global Security will not be
          entitled
          to receive physical delivery of Definitive Securities except as described
          in the
          Indenture and will not be considered the Holders thereof for any purpose
          under
          the Indenture.]

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        [If
          a
          Definitive Security, insert—As
          provided in the Indenture and subject to certain limitations therein set
          forth,
          the transfer of this Security is registerable in the Security Register,
          upon
          surrender of this Security for registration of transfer at the office or
          agency
          of the Company in [if
          applicable, insert—any
          place
          where the principal of and any premium and interest on this Security are
          payable] [if
          applicable, insert—The
          City
          of New York [, or, subject to any laws or regulations applicable thereto
          and to
          the right of the Company (limited as provided in the Indenture) to rescind
          the
          designation of any such transfer agent, at the [main] offices of _______________
          in ________________ or at such other offices or agencies as the Company
          may
          designate]], duly endorsed by, or accompanied by a written instrument of
          transfer in form satisfactory to the Company and the Security Registrar
          duly
          executed by, the Holder hereof or his attorney duly authorized in writing,
          and
          thereupon one or more new Securities of this series and of like tenor,
          of
          authorized denominations and for the same aggregate principal amount, will
          be
          issued to the designated transferee or transferees.]

        


        The
          Securities of this series are issuable only in registered form without
          coupons
          in denominations of U.S. $ . . . . . . . . and any integral multiple thereof.
          As
          provided in the Indenture and subject to certain limitations therein set
          forth,
          Securities of this series are exchangeable for a like aggregate principal
          amount
          of Securities of this series and of like tenor of a different authorized
          denomination, as requested by the Holder surrendering the same.

        


        No
          service charge shall be made for any such registration of transfer or exchange,
          but the Company may require payment of a sum sufficient to cover any tax
          or
          other governmental charge payable in connection therewith.

        


        Prior
          to
          due presentment of this Security for registration of transfer, the Company,
          [If
          applicable, insert—any
          Guarantor,] the Trustee and any agent of the Company [If
          applicable, insert—,
          a
          Guarantor] or the Trustee may treat the Person in whose name this Security
          is
          registered as the owner hereof for all purposes, regardless of whether
          this
          Security be overdue, and none of the Company, [If
          applicable, insert—the
          Guarantors,] the Trustee nor any such agent shall be affected by notice
          to the
          contrary.

        


        No
          recourse under or upon any obligation, covenant or agreement of or contained
          in
          the Indenture or of or contained in any Security, [If
          applicable, insert—,
          or the
          Securities Guarantee endorsed thereon,] or for any claim based thereon
          or
          otherwise in respect thereof, or in any Security [If
          applicable, insert—or
          in the
          Securities Guarantee], or because of the creation of any indebtedness
          represented thereby, shall be had against any incorporator, shareholder,
          member,
          officer, manager or director, as such, past, present or future, of the
          Company
          [If
          applicable, insert—or
          any
          Guarantor] or of any successor Person, either directly or through the Company
          [If
          applicable, insert—or
          any
          Guarantor] or any successor Person, whether by virtue of any constitution,
          statute or rule of law, or by the enforcement of any assessment, penalty
          or
          otherwise; it being expressly understood that all such liability is hereby
          expressly waived and released by the acceptance hereof and as a condition
          of,
          and as part of the consideration for, the Securities and the execution
          of the
          Indenture.

        


        The
          Indenture provides that the Company [If
          applicable, insert—and
          the
          Guarantors] (a) will be discharged from any and all obligations in respect
          of
          the Securities (except for certain obligations described in the Indenture),
          or
          (b) need not comply with certain restrictive covenants of the Indenture, in
          each case if the Company [If
          applicable, insert—or
          a
          Guarantor] deposits, in trust, with the Trustee money or U.S. Government
          Obligations (or a combination thereof) which through the payment of interest
          thereon and principal thereof in accordance with their terms will provide
          money,
          in an amount sufficient to pay all the principal of and interest on the
          Securities, but such money need not be segregated from other funds except
          to the
          extent required by law.

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        Except
          as
          otherwise defined herein, all terms used in this Security which are defined
          in
          the Indenture shall have the meanings assigned to them in the
          Indenture.

        


        [If
          a
          Definitive Security, insert as a separate page—

        


        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          _______________________________________________________________

        (Please
          Print or Typewrite Name and Address of Assignee)

        


        the
          within instrument of CONSTELLATION ENERGY PARTNERS LLC and does hereby
          irrevocably constitute and appoint ___________________ Attorney to transfer
          said
          instrument on the books of the within-named Company, with full power of
          substitution in the premises.

        


        Please
          Insert Social Security or Other Identifying Number of Assignee:

         

        
          
            	
                     
                      

                  	   
	 	  
	 
	 	 	 	 	 
	
                    Dated:

                  	  
	 	   
	 
	 	 	 	
                    (Signature)

                  	 


          

        

        


        NOTICE:
          The signature to this assignment must correspond with the name as written
          upon
          the face of the within instrument in every particular, without alteration
          or
          enlargement or any change whatever.]

        


        [If
          a
          Security to which Article Fourteen
          has
          been made applicable, insert the following Form of Notation on such Security
          relating to the Securities Guarantee—

        


        Each
          of
          the Guarantors (which term includes any successor Person in such capacity
          under
          the Indenture), has fully, unconditionally and absolutely guaranteed, to
          the
          extent set forth in the Indenture and subject to the provisions in the
          Indenture, the due and punctual payment of the principal of, and premium,
          if
          any, and interest on the Securities of this series and all other amounts
          due and
          payable under the Indenture and the Securities of this series by the
          Company.

        


        The
          obligations of the Guarantors to the Holders of Securities of this series
          and to
          the Trustee pursuant to the Securities Guarantee and the Indenture are
          expressly
          set forth in Article Fourteen
          of the
          Indenture and reference is hereby made to the Indenture for the precise
          terms of
          the Securities Guarantee.

         

        
          
            	 	
                    Guarantors:

                  	 
	 	 	 	 
	 	
                    [NAME
                      OF EACH GUARANTOR]

                  	 
	 	 	 	 
	 	
                    By:

                  	    
	 

	 	 	
                       
                      

                  	
                     ]

                  


          

        

         

        Section 2.4. Global
          Securities.

        


        Every
          Global Security authenticated and delivered hereunder shall bear a legend
          in
          substantially the following form:

         

        THIS
          SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
          REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
          THEREOF.
          THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR
          SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY
          OR A
          NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
          CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        EVERY
          SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF,
          OR IN
          EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT
          TO
          THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

         

        If
          Securities of a series are issuable in whole or in part in the form of
          one or
          more Global Securities, as specified as contemplated by Section 3.1,
          then,
          notwithstanding clause (i) of Section 3.1
          and the
          provisions of Section 3.2,
          any
          Global Security shall represent such of the Outstanding Securities of such
          series as shall be specified therein and may provide that it shall represent
          the
          aggregate amount of Outstanding Securities from time to time endorsed thereon
          and that the aggregate amount of Outstanding Securities represented thereby
          may
          from time to time be reduced or increased, as the case may be, to reflect
          exchanges. Any endorsement of a Global Security to reflect the amount,
          or any
          reduction or increase in the amount, of Outstanding Securities represented
          thereby shall be made in such manner and upon instructions given by such
          Person
          or Persons as shall be specified therein or in a Company Order. Subject
          to the
          provisions of Section 3.3,
          Section 3.4
          and
Section 3.5,
          the
          Trustee shall deliver and redeliver any Global Security in the manner and
          upon
          instructions given by the Person or Persons specified therein or in the
          applicable Company Order. Any instructions by the Company with respect
          to
          endorsement or delivery or redelivery of a Global Security shall be in
          a Company
          Order (which need not comply with Section 1.3
          and need
          not be accompanied by an Opinion of Counsel).

        


        The
          provisions of the last sentence of Section 3.3
          shall
          apply to any Security represented by a Global Security if such Security
          was
          never issued and sold by the Company and the Company delivers to the Trustee
          the
          Global Security together with a Company Order (which need not comply with
          Section 1.3
          and need
          not be accompanied by an Opinion of Counsel) with regard to the reduction
          or
          increase, as the case may be, in the principal amount of Securities represented
          thereby, together with the written statement contemplated by the last sentence
          of Section 3.3.

         

        Section 2.5. Form
          of
          Trustee’s Certificate of Authentication.

        


        The
          Trustee’s certificate(s) of authentication shall be in substantially the
          following form:

        


        This
          is
          one of the Securities of the series designated [insert
          title of applicable series]
          referred to in the within-mentioned Indenture.

         

        
          	
                   

                	
                  [______________________],

                
	
                   

                	
                  as
                    Trustee

                
	 	 	 
	 	 	 
	
                   

                	
                  By:

                	   

	
                   

                	 	
                  Authorized
                    Officer

                


        

      

      
         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        ARTICLE THREE

        THE
          SECURITIES

         

        Section 3.1. Amount
          Unlimited; Issuable in Series.

        


        The
          aggregate principal amount of Securities which may be authenticated and
          delivered under this Indenture is unlimited.

        


        The
          Securities may be issued in one or more series. There shall be established
          in or
          pursuant to a Board Resolution, and set forth, or determined in the manner
          provided, in an Officer’s Certificate, or established in one or more indentures
          supplemental hereto, prior to the issuance of Securities of any
          series,

        


        (a) the
          title
          of the Securities of the series (which shall distinguish the Securities
          of the
          series from all other Securities and which may be part of a series of Securities
          previously issued);

        


        (b) any
          limit
          upon the aggregate principal amount of the Securities of the series which
          may be
          authenticated and delivered under this Indenture (except for Securities
          authenticated and delivered upon registration of transfer of, or in exchange
          for, or in lieu of, other Securities of the series pursuant to Section 3.4,
          Section 3.5,
          Section 3.6,
          Section 9.6
          or
Section 11.7
          and
          except for any Securities which, pursuant to Section 3.3,
          are
          deemed never to have been authenticated and delivered hereunder);

        


        (c) the
          Person to whom any interest on a Security of the series shall be payable,
          if
          other than the Person in whose name that Security (or one or more Predecessor
          Securities) is registered at the close of business on the Regular Record
          Date
          for such interest;

        


        (d) the
          date
          or dates on which the principal of the Securities of the series is payable
          or
          the method of determination thereof;

        


        (e) the
          rate
          or rates at which the Securities of the series shall bear interest, if
          any, or
          the formula, method or provision pursuant to which such rate or rates are
          determined, the date or dates from which such interest shall accrue or
          the
          method of determination thereof, the Interest Payment Dates on which such
          interest shall be payable and the Regular Record Date for the interest
          payable
          on any Interest Payment Date;

        


        (f) the
          place
          or places where, subject to the provisions of Section 10.2,
          the
          principal of and any premium and interest on Securities of the series shall
          be
          payable, Securities of the series may be surrendered for registration of
          transfer, Securities of the series may be surrendered for exchange and
          notices,
          and demands to or upon the Company in respect of the Securities of the
          series
          and this Indenture may be served;

        


        (g) the
          period or periods within which, the price or prices at which and the terms
          and
          conditions upon which Securities of the series may be redeemed, in whole
          or in
          part, at the option of the Company;

        


        (h) the
          obligation, if any, of the Company to redeem or purchase Securities of
          the
          series pursuant to any sinking fund or analogous provisions or at the option
          of
          a Holder thereof and the period or periods within which, the price or prices
          at
          which and the terms and conditions upon which Securities of the series
          shall be
          redeemed or purchased, in whole or in part, pursuant to such
          obligation;

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        (i) if
          other
          than denominations of $1,000 and any integral multiple thereof, the
          denominations in which Securities of the series shall be issuable;

        


        (j) whether
          payment of principal of and premium, if any, and interest, if any, on the
          Securities of the series shall be without deduction for taxes, assessments
          or
          governmental charges paid by Holders of the series;

        


        (k) if
          other
          than the principal amount thereof, the portion of the principal amount
          of
          Securities of the series which shall be payable upon declaration of acceleration
          of the Maturity thereof pursuant to Section 5.2;

        


        (l) if
          the
          amount of payments of principal of and any premium or interest on the Securities
          of the series may be determined with reference to an index, the manner
          in which
          such amounts shall be determined;

        


        (m) if
          and as
          applicable, that the Securities of the series shall be issuable in whole
          or in
          part in the form of one or more Global Securities and, in such case, the
          Depositary or Depositaries for such Global Security or Global Securities
          and any
          circumstances other than those set forth in Section 3.5
          in which
          any such Global Security may be transferred to, and registered and exchanged
          for
          Securities registered in the name of, a Person other than the Depositary
          for
          such Global Security or a nominee thereof and in which any such transfer
          may be
          registered;

        


        (n) any
          deletions from, modifications of or additions to the Events of Default
          set forth
          in Section 5.1
          or the
          covenants of the Company set forth in Article Ten
          with
          respect to the Securities of such series; 

         

        (o) whether
          and under what circumstances the Company will pay additional amounts on
          the
          Securities of the series held by a Person who is not a U.S. Person in respect
          of
          any tax, assessment or governmental charge withheld or deducted and, if
          so,
          whether the Company will have the option to redeem the Securities of the
          series
          rather than pay such additional amounts;

        


        (p) if
          the
          Securities of the series are to be issuable in definitive form (whether
          upon
          original issue or upon exchange of a temporary Security of such series)
          only
          upon receipt of certain certificates or other documents or satisfaction
          of other
          conditions, the form and terms of such certificates, documents or
          conditions;

        


        (q) if
          the
          Securities of the series are to be convertible into or exchangeable for
          any
          other security or property of the Company, including, without limitation,
          securities of another Person held by the Company or its Affiliates and,
          if so,
          the terms thereof;

        


        (r) if
          other
          than as provided in Section 13.2
          and
Section 13.3,
          the
          means of Legal Defeasance or Covenant Defeasance as may be specified for
          the
          Securities of the series;

        


        (s) if
          other
          than the Trustee, the identity of the initial Security Registrar and any
          initial
          Paying Agent; 

         

        (t) whether
          the Securities of the series will be guaranteed pursuant to the Securities
          Guarantee set forth in Article Fourteen,
          any
          modifications to the terms of Article Fourteen
          applicable to the Securities of such series and the applicability of any
          other
          guarantees; and

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

        
 

        (u) any
          other
          terms of the series (which terms shall not be inconsistent with the provisions
          of this Indenture).

        


        All
          Securities of any one series shall be substantially identical except as
          to
          denomination and except as may otherwise be provided in or pursuant to
          the Board
          Resolution referred to above and (subject to Section 3.3)
          set
          forth, or determined in the manner provided, in the Officer’s Certificate
          referred to above or in any such indenture supplemental hereto.

        


        All
          Securities of any one series need not be issued at the same time and, unless
          otherwise provided, a series may be reopened, without the consent of the
          Holders, for increases in the aggregate principal amount of such series
          of
          Securities and issuances of additional Securities of such series or for
          the
          establishment of additional terms with respect to the Securities of such
          series.

        


        If
          any of
          the terms of the series are established by action taken by or pursuant
          to a
          Board Resolution, a copy of an appropriate record of such action shall
          be
          certified by an authorized officer or other authorized person on behalf
          of the
          Company and, if applicable, the Guarantors and delivered to the Trustee
          at or
          prior to the delivery of the Officer’s Certificate setting forth, or providing
          the manner for determining, the terms of the series.

        


        With
          respect to Securities of a series subject to a Periodic Offering, such
          Board
          Resolution or Officer’s Certificate may provide general terms for Securities of
          such series and provide either that the specific terms of particular Securities
          of such series shall be specified in a Company Order or that such terms
          shall be
          determined by the Company and, if applicable, the Guarantors or one or
          more
          agents thereof designated in an Officer’s Certificate, in accordance with a
          Company Order.

         

        Section 3.2. Denominations.

        


        The
          Securities of each series shall be issuable in registered form without
          coupons
          in such denominations as shall be specified as contemplated by Section 3.1.
          In the
          absence of any such provisions with respect to the Securities of any series,
          the
          Securities of such series shall be issuable in denominations of $1,000
          and any
          integral multiple thereof.

         

        Section 3.3. Execution,
          Authentication, Delivery and Dating.

        


        The
          Securities shall be executed on behalf of the Company by its Chairman of
          the
          Board, its Chief Executive Officer, its President, its Chief Financial
          Officer
          or any of its Vice Presidents and need not be attested. The signature of
          any of
          these officers on the Securities may be manual or facsimile. Any Securities
          Guarantee endorsed on the Securities shall be executed on behalf of the
          applicable Guarantor by its Chairman of the Board, its Chief Executive
          Officer,
          its President, its Chief Financial Officer or any of its Vice Presidents
          and
          need not be attested.

        


        Securities
          and any Securities Guarantee bearing the manual or facsimile signatures
          of
          individuals who were at any time the proper officers of the Company or
          a
          Guarantor, as the case may be, shall bind the Company or such Guarantor,
          as the
          case may be, notwithstanding that such individuals or any of them have
          ceased to
          hold such offices prior to the authentication and delivery of such Securities
          or
          did not hold such offices at the date of such Securities.

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

        At
          any
          time and from time to time after the execution and delivery of this Indenture,
          the Company may deliver Securities of any series executed by the Company
          to the
          Trustee for authentication, together with a Company Order for the authentication
          and delivery of such Securities, and the Trustee in accordance with the
          Company
          Order shall authenticate and deliver such Securities; provided,
          however,
          that in
          the case of Securities offered in a Periodic Offering, the Trustee shall
          authenticate and deliver such Securities from time to time in accordance
          with
          such other procedures (including, without limitation, the receipt by the
          Trustee
          of oral or electronic instructions from the Company or its duly authorized
          agents, thereafter promptly confirmed in writing) acceptable to the Trustee
          as
          may be specified by or pursuant to a Company Order delivered to the Trustee
          prior to the time of the first authentication of Securities of such series.
          If
          the forms or terms of the Securities of the series have been established
          in or
          pursuant to one or more Board Resolutions as permitted by Section 2.1
          and
Section 3.1,
          in
          authenticating such Securities, and accepting the additional responsibilities
          under this Indenture in relation to such Securities, the Trustee shall
          be
          entitled to receive such documents as it may reasonably request. The Trustee
          shall also be entitled to receive, and (subject to Section 6.1)
          shall
          be fully protected in relying upon, an Opinion of Counsel stating,

         

        (a) if
          the
          form or forms of such Securities has been established in or pursuant to
          a Board
          Resolution as permitted by Section 2.1,
          that
          each such form has been established in conformity with the provisions of
          this
          Indenture;

        


        (b) if
          the
          terms of such Securities have been, or in the case of Securities of a series
          offered in a Periodic Offering will be, established in or pursuant to a
          Board
          Resolution as permitted by Section 3.1,
          that
          such terms have been, or in the case of Securities of a series offered
          in a
          Periodic Offering will be, established in conformity with the provisions
          of this
          Indenture, subject, in the case of Securities of a series offered in a
          Periodic
          Offering, to any conditions specified in such Opinion of Counsel;
          and

        


        (c) that
          such
          Securities when authenticated and delivered by the Trustee and issued by
          the
          Company in the manner and subject to any conditions and assumptions specified
          in
          such Opinion of Counsel, will constitute valid and legally binding obligations
          of the Company and, if applicable, the Guarantors, enforceable in accordance
          with their terms, subject to the following limitations: (i) bankruptcy,
          insolvency, moratorium, reorganization, liquidation, fraudulent conveyance
          or
          transfer and other similar laws of general applicability relating to or
          affecting the enforcement of creditors’ rights, or to general equity principles,
          (ii) the availability of equitable remedies being subject to the discretion
          of
          the court to which application therefor is made; and (iii) such other usual
          and
          customary matters as shall be specified in such Opinion of Counsel.

        


        If
          such
          form or forms or terms have been so established, the Trustee shall not
          be
          required to authenticate such Securities if the issue of such Securities
          pursuant to this Indenture will affect the Trustee’s own rights, duties or
          immunities under the Securities and this Indenture or otherwise in a manner
          which is not reasonably acceptable to the Trustee.

        


        Notwithstanding
          the provisions of Section 3.1
          and of
          the preceding paragraph, if all Securities of a series are not to be originally
          issued at one time, it shall not be necessary to deliver the Officer’s
          Certificate otherwise required pursuant to Section 3.1
          or the
          Company Order and Opinion of Counsel otherwise required pursuant to such
          preceding paragraph at or prior to the time of authentication of each Security
          of such series if such documents are delivered at or prior to the authentication
          upon original issuance of the first Security of such series to be
          issued.

        


        With
          respect to Securities of a series offered in a Periodic Offering, the Trustee
          may rely, as to the authorization by the Company of any of such Securities,
          on
          the form or forms and terms thereof and the legality, validity, binding
          effect
          and enforceability thereof, upon the Opinion of Counsel and the other documents
          delivered pursuant to Section 2.1
          and
Section 3.1
          and this
          Section, as applicable, in connection with the first authentication of
          Securities of such series.

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

        Each
          Security shall be dated the date of its authentication.

        


        No
          Security, nor any Securities Guarantee endorsed thereon, shall be entitled
          to
          any benefit under this Indenture or be valid or obligatory for any purpose
          unless there appears on such Security a certificate of authentication
          substantially in the form provided for herein executed by the Trustee by
          manual
          signature of an authorized officer, and such certificate upon any Security
          shall
          be conclusive evidence, and the only evidence, that such Security has been
          duly
          authenticated and delivered hereunder and is entitled to the benefits of
          this
          Indenture. Notwithstanding the foregoing, if any Security shall have been
          authenticated and delivered hereunder but never issued and sold by the
          Company,
          and the Company shall deliver such Security to the Trustee for cancellation
          as
          provided in Section 3.9
          for all
          purposes of this Indenture such Security shall be deemed never to have
          been
          authenticated and delivered hereunder and shall never be entitled to the
          benefits of this Indenture.

         

        Section 3.4. Temporary
          Securities.

        


        Pending
          the preparation of Definitive Securities of any series, the Company may
          execute,
          and upon Company Order the Trustee shall authenticate and deliver, temporary
          Securities which are printed, lithographed, typewritten, mimeographed or
          otherwise produced, in any authorized denomination, substantially of the
          tenor
          of the Definitive Securities in lieu of which they are issued and with
          such
          appropriate insertions, omissions, substitutions and other variations as
          the
          officers executing such Securities may determine, as evidenced by their
          execution of such Securities.

        


        If
          temporary Securities of any series are issued, the Company will cause Definitive
          Securities of that series to be prepared without unreasonable delay. After
          the
          preparation of Definitive Securities of such series, the temporary Securities
          of
          such series shall be exchangeable for Definitive Securities of such series
          upon
          surrender of the temporary Securities of such series at the office or agency
          of
          the Company in a Place of Payment for that series, without charge to the
          Holder.
          Upon surrender for cancellation of any one or more temporary Securities
          of any
          series the Company shall execute and the Trustee shall authenticate and
          deliver
          in exchange therefor a like principal amount of Definitive Securities of
          the
          same series and tenor of authorized denominations. Until so exchanged the
          temporary Securities of any series shall in all respects be entitled to
          the same
          benefits under this Indenture as Definitive Securities of such
          series.

         

        Section 3.5. Registration,
          Registration of Transfer and Exchange.

        


        The
          Company shall cause to be kept at the office or agency of the Company in
          a Place
          of Payment required by Section 10.2
          a
          register (the register maintained in such office being herein sometimes
          referred
          to as the “Security Register”) in which, subject to such reasonable regulations
          as it may prescribe, the Company shall provide for the registration of
          Securities and of transfers of Securities. The Trustee is hereby appointed
          as
          the initial “Security Registrar” for the purpose of registering Securities and
          transfers of Securities as herein provided, and its corporate trust office,
          which, at the date hereof, is located at [_______________________], is
          the
          initial office or agency where the Securities Register will be maintained.
          The
          Company may at any time replace such Security Registrar, change such office
          or
          agency or act as its own Security Registrar. The Company will give prompt
          written notice to the Trustee of any change of the Security Registrar or
          of the
          location of such office or agency.

        


        Upon
          surrender for registration of transfer of any Security of any series at
          the
          office or agency maintained pursuant to Section 10.2
          for such
          purpose, the Company and, if applicable, the Guarantors shall execute,
          and the
          Trustee shall authenticate and deliver, in the name of the designated transferee
          or transferees, one or more new Securities, with an endorsement of the
          Securities Guarantee, if applicable, executed by the Guarantors, of the
          same
          series and tenor, of any authorized denominations and of a like aggregate
          principal amount.

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        At
          the
          option of the Holder, Securities of any series (except a Global Security)
          may be
          exchanged for other Securities of the same series and tenor, of any authorized
          denominations and of a like aggregate principal amount, upon surrender
          of the
          Securities to be exchanged at such office or agency. Whenever any Securities
          are
          so surrendered for exchange, the Company and, if applicable, the Guarantors
          shall execute and the Trustee shall authenticate and deliver, the Securities,
          with an endorsement of the Securities Guarantee, if applicable, executed
          by the
          Guarantors, which the Holder making the exchange is entitled to
          receive.

        


        All
          Securities issued upon any registration of transfer or exchange of Securities
          shall be the valid obligations of the Company and, if applicable, the Guarantors
          evidencing the same debt, and entitled to the same benefits under this
          Indenture, as the Securities surrendered upon such registration of transfer
          or
          exchange.

        


        Every
          Security presented or surrendered for registration of transfer or for exchange
          shall (if so required by the Company or the Trustee) be duly endorsed,
          or be
          accompanied by a written instrument of transfer in form satisfactory to
          the
          Company and the Security Registrar duly executed, by the Holder thereof
          or his
          attorney duly authorized in writing.

        


        No
          service charge shall be made for any registration of transfer or exchange
          of
          Securities, but the Company may require payment of a sum sufficient to
          cover any
          tax or other governmental charge that may be imposed in connection with
          any
          registration of transfer or exchange of Securities, other than exchanges
          pursuant to Section 3.4,
          Section 9.6
          or
Section 11.7
          not
          involving any transfer.

        


        The
          Company shall not be required (a) to issue, register the transfer of or
          exchange
          Securities of any series during a period beginning at, the opening of business
          15 days before the day of the mailing of a notice of redemption of Securities
          of
          that series selected for redemption under Section 11.3
          and
          ending at the close of business on the day of such mailing, or (b) to register
          the transfer of or exchange any Security so selected for redemption in
          whole or
          in part, except the unredeemed portion of any Security being redeemed in
          part.

        


        Notwithstanding
          any other provisions of this Indenture and except as otherwise specified
          with
          respect to any particular series of Securities as contemplated by Section 3.1,
          a
          Global Security representing all or a portion of the Securities of a series
          may
          not be transferred, except as a whole by the Depositary for such series
          to a
          nominee of such Depositary or by a nominee of such Depositary to such Depositary
          or another nominee of such Depositary or by such Depositary or any such
          nominee
          to a successor Depositary for such series or a nominee of such successor
          Depositary. Every Security authenticated and delivered upon registration
          of,
          transfer of, or in exchange for or in lieu of, a Global Security shall
          be a
          Global Security except as provided in the two paragraphs immediately
          following.

        


        If
          at any
          time the Depositary for any Securities of a series represented by one or
          more
          Global Securities notifies the Company that it is unwilling or unable to
          continue as Depositary for such Securities or if at any time the Depositary
          for
          such Securities shall no longer be eligible to continue as Depositary under
          Section 3.1
          or
          ceases to be a clearing agency registered under the Exchange Act, the Company
          shall appoint a successor Depositary with respect to such Securities. If
          a
          successor Depositary for such Securities is not appointed by the Company
          within
          90 days after the Company receives such notice or becomes aware of such
          ineligibility, the Company’s election pursuant to Section 3.1
          that
          such Securities be represented by one or more Global Securities shall no
          longer
          be effective and the Company and, if applicable, the Guarantors will execute
          and
          the Trustee, upon receipt of a Company Order for the authentication and
          delivery
          of Definitive Securities of such series, will authenticate and deliver,
          Securities, with an endorsement of the Securities Guarantee, if applicable,
          executed by the Guarantors, of such series in definitive registered form
          without
          coupons, in any authorized denominations, in an aggregate principal amount
          equal
          to the principal amount of the Global Security or Securities representing
          such
          Securities in exchange for such Global Security or Securities registered
          in the
          names of such Persons as the Depositary shall direct.

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        The
          Company may at any time and in its sole discretion determine that the Securities
          of any series issued in the form of one or more Global Securities shall
          no
          longer be represented by a Global Security or Securities. In such event,
          the
          Company and, if applicable, the Guarantors will execute and the Trustee,
          upon
          receipt of a Company Order for the authentication and delivery of the Definitive
          Securities of such series, will authenticate and deliver, Securities, with
          an
          endorsement of the Securities Guarantee, if applicable, executed by the
          Guarantors, of such series in definitive registered form without coupons,
          in any
          authorized denominations, in an aggregate principal amount equal to the
          principal amount of the Global Security or Securities representing such
          Securities in exchange for such Global Security or Securities registered
          in the
          names of such Persons as the Depositary shall direct.

        


        If
          specified by the Company pursuant to Section 3.1
          with
          respect to Securities represented by a Global Security, the Depositary
          for such
          Global Security may surrender such Global Security in exchange in whole
          or in
          part for Securities of the same series and tenor in definitive registered
          form
          on such terms as are acceptable to the Company, the Trustee and such Depositary.
          Thereupon, the Company and, if applicable, the Guarantors shall execute,
          and the
          Trustee, upon receipt of a Company Order for the authentication and delivery
          of
          Securities in definitive registered form, shall authenticate and deliver,
          without service charge,

        


        (a) to
          the
          Person specified by such Depositary a new Security or Securities, with
          an
          endorsement of the Securities Guarantee, if applicable, executed by the
          Guarantors, of the same series and tenor, of any authorized denominations
          as
          requested by such Person, in an aggregate principal amount equal to and
          in
          exchange for such Person’s beneficial interest in the Global Security;
          and

        


        (b) to
          such
          Depositary a new Global Security, with an endorsement of the Securities
          Guarantee, if applicable, executed by the Guarantors, in a denomination
          equal to
          the difference, if any, between the principal amount of the surrendered
          Global
          Security and the aggregate principal amount of Securities authenticated
          and
          delivered pursuant to clause (a) above.

        


        Every
          Person who takes or holds any beneficial interest in a Global Security
          agrees
          that:

        


        (a) the
          Company, the Guarantors (if applicable) and the Trustee may deal with the
          Depositary as sole owner of the Global Security and as the authorized
          representative of such Person;

        


        (b) such
          Person’s rights in the Global Security shall be exercised only through the
          Depositary and shall be limited to those established by law and agreement
          between such Person and the Depositary and/or direct and indirect participants
          of the Depositary;

        


        (c) the
          Depositary and its participants make book-entry transfers of beneficial
          ownership among, and receive and transmit distributions of principal and
          interest on the Global Securities to, such Persons in accordance with their
          own
          procedures; and

         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        (d) none
          of
          the Company, the Guarantors (if applicable), the Trustee, nor any agent
          of any
          of them will have any responsibility or liability for any aspect of the
          records
          relating to or payments made on account of beneficial ownership interests
          of a
          Global Security or for maintaining, supervising or reviewing any records
          relating to such beneficial ownership interests.

         

        Section 3.6. Mutilated,
          Destroyed, Lost and Stolen Securities.

        


        If
          any
          mutilated Security is surrendered to the Trustee, together with, in proper
          cases, such security or indemnity as may be required by the Company, the
          Guarantors (if applicable) or the Trustee to save each of them and any
          agent of
          any of them harmless, the Company shall execute and the Trustee shall
          authenticate and deliver in exchange therefor a new Security, with an
          endorsement of the Securities Guarantee, if applicable, executed by the
          Guarantors, of the same series and of like tenor and principal amount and
          bearing a number not contemporaneously outstanding.

        


        If
          there
          shall be delivered to the Company, the Guarantors (if applicable) and the
          Trustee (a) evidence to their satisfaction of the destruction, loss or
          theft of any Security and (b) such security or indemnity as may be required
          by
          them to save each of them and any agent of either of them harmless, then,
          in the
          absence of notice to the Company or the Trustee that such Security has
          been
          acquired by a bona fide purchaser, the Company and, if applicable, the
          Guarantors shall execute and upon its request the Trustee shall authenticate
          and
          deliver, in lieu of any such destroyed, lost or stolen Security, a new
          Security,
          with an endorsement of the Securities Guarantee, if applicable, executed
          by the
          Guarantors, of the same series and of like tenor and principal amount and
          bearing a number not contemporaneously outstanding.

        


        In
          case
          any such mutilated, destroyed, lost or stolen Security has become or is
          about to
          become due and payable, the Company in its discretion may, instead of issuing
          a
          new Security, pay such Security.

        


        Upon
          the
          issuance of any new Security under this Section, the Company may require
          the
          payment of a sum sufficient to cover any tax or other governmental charge
          that
          may be imposed in relation thereto and any other expenses (including the
          fees
          and expenses of the Trustee) connected therewith.

        


        Every
          new
          Security of any series issued pursuant to this Section in lieu of any destroyed,
          lost or stolen Security shall constitute an original additional contractual
          obligation of the Company and, if applicable, the Guarantors, regardless
          of
          whether the destroyed, lost or stolen Security shall be at any time enforceable
          by anyone, and shall be entitled to all the benefits of this Indenture
          equally
          and proportionately with any and all other Securities of that series duly
          issued
          hereunder.

        


        The
          provisions of this Section are exclusive and shall preclude (to the extent
          lawful) all other rights and remedies with respect to the replacement or
          payment
          of mutilated, destroyed, lost or stolen Securities.

         

        Section 3.7. Payment
          of Interest; Interest Rights Preserved.

        


        Except
          as
          otherwise provided as contemplated by Section 3.1
          with
          respect to any series of Securities, interest on any Security which is
          payable,
          and is punctually paid or duly provided for, on any Interest Payment Date
          shall
          be paid to the Person in whose name that Security (or one or more Predecessor
          Securities) is registered at the close of business on the Regular Record
          Date
          for such interest.

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        Any
          interest on any Security of any series which is payable, but is not punctually
          paid or duly provided for, on any Interest Payment Date (herein called
          “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the
          relevant Regular Record Date by virtue of having been such Holder, and
          such
          Defaulted Interest may be paid by the Company, at its election in each
          case, as
          provided in clause (a) or (b) below:

        
 

        (a) The
          Company may elect to make payment of any Defaulted Interest to the Persons
          in
          whose names the Securities of such series (or their respective Predecessor
          Securities) are registered at the close of business on a Special Record
          Date for
          the payment of such Defaulted Interest, which shall be fixed in the following
          manner. The Company shall notify the Trustee in writing of the amount of
          Defaulted Interest proposed to be paid on each Security of such series
          and the
          date of the proposed payment, and at the same time the Company shall deposit
          with the Trustee an amount of money equal to the aggregate amount proposed
          to be
          paid in respect of such Defaulted Interest or shall make arrangements
          satisfactory to the Trustee for such deposit prior to the date of the proposed
          payment, such money when deposited to be held in trust for the benefit
          of the
          Persons entitled to such Defaulted Interest as in this clause provided.
          Thereupon, the Trustee shall fix a Special Record Date for the payment
          of such
          Defaulted Interest which shall be not more than 15 days and not less than
          10
          days prior to the date of the proposed payment and not less than 10 days
          after
          the receipt by the Trustee of the notice of the proposed payment. The Trustee
          shall promptly notify the Company of such Special Record Date and, in the
          name
          and at the expense of the Company, shall cause notice of the proposed payment
          of
          such Defaulted Interest and the Special Record Date therefor to be mailed,
          first-class postage prepaid, to each Holder of Securities of such series
          at his
          address as it appears in the Security Register, not less than 10 days prior
          to
          such Special Record Date. Notice of the proposed payment of such Defaulted
          Interest and the Special Record Date therefor having been so mailed, such
          Defaulted Interest shall be paid to the Persons in whose names the Securities
          of
          such series (or their respective Predecessor Securities) are registered
          at the
          close of business on such Special Record Date and shall no longer be payable
          pursuant to the following clause (b).

        


        (b) The
          Company may make payment of any Defaulted Interest on the Securities of
          any
          series in any other lawful manner not inconsistent with the requirements
          of any
          securities exchange on which such Securities may be listed, and upon such
          notice
          as may be required by such exchange, if, after notice given by the Company
          to
          the Trustee of the proposed payment pursuant to this clause, such manner
          of
          payment shall be deemed practicable by the Trustee.

        


        Subject
          to the foregoing provisions of this Section, each Security delivered under
          this
          Indenture upon registration of transfer of or in exchange for or in lieu
          of any
          other Security shall carry the rights to interest accrued and unpaid, and
          to
          accrue, which were carried by such other Security.

         

        Section 3.8. Persons
          Deemed Owners.

        


        Except
          as
          otherwise provided as contemplated by Section 3.1
          with
          respect to any series of Securities, prior to due presentment of a Security
          for
          registration of transfer, the Company, the Trustee and, if applicable,
          the
          Guarantors and any agent thereof may treat the Person in whose name such
          Security is registered as the owner of such Security for the purpose of
          receiving payment of principal of and any premium and (subject to Section 3.5
          and
Section 3.7)
          any
          interest on such Security and for all other purposes whatsoever, regardless
          of
          whether such Security be overdue, and none of the Company, the Trustee
          nor, if
          applicable, the Guarantors nor any agent of any of them shall be affected
          by
          notice to the contrary.

        


        No
          holder
          of any beneficial interest in any Global Security held on its behalf by
          a
          Depositary shall have any rights under this Indenture with respect to such
          Global Security, and such Depositary may be treated by the Company, the
          Trustee,
          and, if applicable, the Guarantors and any agent of thereof as the owner
          of such
          Global Security for all purposes whatsoever.

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        Section 3.9. Cancellation

        


        All
          Securities surrendered for payment, redemption, registration of transfer
          or
          exchange or for credit against any sinking fund payment shall, if surrendered
          to
          any Person other than the Trustee, be delivered to the Trustee and shall
          be
          promptly canceled by it. The Company may at any time deliver to the Trustee
          for
          cancellation any Securities previously authenticated and delivered hereunder
          which the Company may have acquired in any manner whatsoever, and may deliver
          to
          the Trustee (or to any other Person for delivery to the Trustee) for
          cancellation any Securities previously authenticated hereunder which the
          Company
          has not issued and sold, and all Securities so delivered shall be promptly
          canceled by the Trustee. No Securities shall be authenticated in lieu of
          or in
          exchange for any Securities canceled as provided in this Section, except
          as
          expressly permitted by this Indenture. All canceled Securities held by
          the
          Trustee shall be disposed of in accordance with its customary practices,
          and the
          Trustee shall thereafter deliver to the Company a certificate with respect
          to
          such disposition from time to time upon written request.

         

        Section 3.10. Computation
          of Interest

         

        Except
          as
          otherwise specified as contemplated by Section 3.1
          for
          Securities of any series, interest on the Securities of each series shall
          be
          computed on the basis of a year of twelve 30-day months.

         

        Section 3.11. CUSIP
          or
          CINS Numbers.

        


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

        


        ARTICLE FOUR

        SATISFACTION
          AND DISCHARGE

         

        Section 4.1. Satisfaction
          and Discharge of Indenture.

        


        This
          Indenture shall cease to be of further effect and will be discharged with
          respect to the Securities of any series (except as to any surviving rights
          of
          registration of transfer or exchange of Securities and certain rights of
          the
          Trustee, in each case, herein expressly provided for), and the Trustee,
          upon
          Company Request and at the expense of the Company, shall execute proper
          instruments acknowledging satisfaction and discharge of this Indenture
          with
          respect to such Securities, when:

        


        (a) either

        


        (i) all
          such
          Securities theretofore authenticated and delivered (other than (A) such
          Securities which have been destroyed, lost or stolen and which have been
          replaced or paid as provided in Section 3.6,
          and (B)
          such Securities for whose payment money has theretofore been deposited
          in trust
          or segregated and held in trust by the Company and thereafter repaid to
          the
          Company or discharged from such trust, as provided in Section 10.3)
          have
          been delivered to the Trustee for cancellation; or

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

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

        


        (A) have
          become due and payable, or

        


        (B) will
          become due and payable at their Stated Maturity within one year, 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 Company,

        


        and
          the
          Company, in the case of (A), (B) or (C) above, has deposited or caused
          to be
          deposited with the Trustee as trust funds in trust for such purpose an
          amount
          sufficient to pay and discharge the entire indebtedness on such Securities
          not
          theretofore delivered to the Trustee for cancellation, for principal (and
          premium, if any) and interest to the date of such deposit (in the case
          of
          Securities which have become due and payable) or to the Stated Maturity
          or
          Redemption Date, as the case may be, together with instructions from the
          Company
          irrevocably directing the Trustee to apply such funds to the payment thereof
          at
          maturity or redemption, as the case may be;

        


        (b) the
          Company has paid or caused to be paid all other sums payable hereunder
          by the
          Company with respect to such Securities; and

        


        (c) the
          Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
          Counsel, which, taken together, state that all conditions precedent herein
          provided for relating to the satisfaction and discharge of this Indenture
          with
          respect to such Securities have been complied with.

        


        Notwithstanding
          the satisfaction and discharge of this Indenture with respect to the Securities
          of any series, (x) the obligations of the Company to the Trustee under
          Section 6.7,
          the
          obligations of the Trustee to any Authenticating Agent under Section 6.14
          and the
          right of the Trustee to resign under Section 6.10
          shall
          survive, and (y) if money shall have been deposited with the Trustee pursuant
          to
          clause (a) of this Section, the obligations of the Company and the Trustee
          under
Section 4.2,
          Section 6.6
          and
Section 10.2
          and the
          last paragraph of Section 10.3
          shall
          survive.

         

        Section 4.2. Application
          of Trust Money.

        


        Subject
          to the provisions of the last paragraph of Section 10.3,
          all
          money deposited with the Trustee pursuant to Section 4.1
          shall be
          held in trust and applied by it, in accordance with the provisions of the
          Securities and this Indenture, to the payment, either directly or through
          any
          Paying Agent (including the Company acting as its own Paying Agent) as
          the
          Trustee may determine, to the Persons entitled thereto, of the principal
          and any
          premium and interest for whose payment such money has been deposited with
          the
          Trustee.

         

        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        

         

        ARTICLE FIVE

        REMEDIES

         

        Section 5.1. Events
          of
          Default.

        


        “Event
          of
          Default”, wherever used herein with respect to Securities of any series, means
          any one of the following events (whatever the reason for such Event of
          Default
          and whether it shall be voluntary or involuntary or be effected by operation
          of
          law or pursuant to any judgment, decree or order of any court or any order,
          rule
          or regulation of any administrative or governmental body):

        


        (a) default
          in the payment of any interest upon any Security of that series when it
          becomes
          due and payable, and continuance of such default for a period of 30 days;
          or

        


        (b) default
          in the payment of the principal of (or premium, if any, on) any Security
          of that
          series at its Maturity; or

         

        (c) default
          in the performance, or breach, of any covenant set forth in Article Ten
          in this
          Indenture (other than a covenant a default in whose performance or whose
          breach
          is elsewhere in this Section specifically dealt with or which has expressly
          been
          included in this Indenture solely for the benefit of series of Securities
          other
          than that series), and continuance of such default or breach for a period
          of 90
          days after there has been given, by registered or certified mail, to the
          Company
          by the Trustee or to the Company and the Trustee by the Holders of at least
          25%
          in principal amount of the Outstanding Securities of that series a written
          notice specifying such default or breach and requiring it to be remedied
          and
          stating that such notice is a “Notice of Default” hereunder; or

         

        (d) default
          in the performance, or breach, of any covenant in this Indenture (other
          than a
          covenant in Article Ten
          or any
          other covenant a default in whose performance or whose breach is elsewhere
          in
          this Section specifically dealt with or which has expressly been included
          in
          this Indenture solely for the benefit of series of Securities other than
          that
          series), and continuance of such default or breach for a period of 180
          days
          after there has been given, by registered or certified mail, to the Company
          by
          the Trustee or to the Company and the Trustee by the Holders of at least
          25% in
          principal amount of the Outstanding Securities of that series a written
          notice
          specifying such default or breach and requiring it to be remedied and stating
          that such notice is a “Notice of Default” hereunder; or

         

        (e) the
          Company pursuant to or within the meaning of any Bankruptcy Law
          (i) commences a voluntary case, (ii) consents to the entry of any order for
          relief against it in an involuntary case, (iii) consents to the appointment
          of a
          Custodian of it or for all or substantially all of its property, or (iv)
          makes a
          general assignment for the benefit of its creditors; or

         

        (f) a
          court
          of competent jurisdiction enters an order or decree under any Bankruptcy
          Law
          that (i) is for relief against the Company in an involuntary case, (ii)
          appoints
          a Custodian of the Company or for all or substantially all of its property,
          or
          (iii) orders the liquidation of the Company; and the order or decree remains
          unstayed and in effect for 30 consecutive days; or

        


        (g) default
          in the deposit of any sinking fund payment when due; or

        


        (h) any
          other
          Event of Default provided with respect to Securities of that series in
          accordance with Section 3.1.

         

        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        

         

        Section 5.2. Acceleration
          of Maturity; Rescission and Annulment.

        


        If
          an
          Event of Default with respect to Securities of any series at the time
          Outstanding occurs and is continuing, then in every such case the Trustee
          or the
          Holders of a specified percentage in aggregate principal amount of the
          Outstanding Securities of that series may declare the principal amount
          (or, if
          the Securities of that series are Original Issue Discount Securities, such
          portion of the principal amount as may be specified in the terms of that
          series)
          of all of the Securities of that series to be due and payable immediately,
          by a
          notice in writing to the Company (and to the Trustee if given by Holders),
          and
          upon any such declaration such principal amount (or specified amount) shall
          become immediately due and payable. Notwithstanding the foregoing, if an
          Event
          of Default specified in clause (e)
          or
(f)
          of
Section 5.1
          occurs,
          the Securities of any series at the time Outstanding shall be due and payable
          immediately without further action or notice.

        


        At
          any
          time after such a declaration of acceleration with respect to Securities
          of any
          series has been made and before a judgment or decree for payment of the
          money
          due has been obtained by the Trustee as hereinafter in this Article Five
          provided, the Holders of a majority in principal amount of the Outstanding
          Securities of that series, by written notice to the Company and the Trustee,
          may
          rescind and annul such declaration and its consequences if:

        


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

        


        (i) all
          overdue interest on all Securities of that series,

        


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

        


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

        


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

        


        (b) all
          Events of Default with respect to Securities of that series, other than
          the
          non-payment of the principal of Securities of that series which have become
          due
          solely by such declaration of acceleration, have been cured or waived as
          provided in Section 5.13.

         

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

         

        Section 5.3. Collection
          of Indebtedness and Suits for Enforcement by Trustee.

        


        The
          Company covenants that if:

        


        (a) default
          is made in the payment of any installment of interest on any Security when
          such
          interest becomes due and payable and such default continues for a period
          of 30
          days, or

        


        (b) default
          is made in the payment of the principal of (or premium, if any, on) any
          Security
          at the Maturity thereof, 

         

        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        

         

        the
          Company will, upon demand of the Trustee, pay to it, for the benefit of
          the
          Holders of such Securities, the whole amount then due and payable on such
          Securities for principal and any premium and interest and, to the extent
          that
          payment of such interest shall be legally enforceable, interest on any
          overdue
          principal and any premium and on any overdue interest, at the rate or rates
          prescribed therefor in such Securities, and, in addition thereto, 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.

         

        If
          the
          Company fails to pay such amounts forthwith upon such demand, the Trustee,
          in
          its own name and as trustee of an express trust, may institute a judicial
          proceeding for the collection of the sums so due and unpaid, may prosecute
          such
          proceeding to judgment or final decree and may enforce the same against
          the
          Company or, if applicable, the Guarantors or any other obligor upon such
          Securities and collect the moneys adjudged or decreed to be payable in
          the
          manner provided by law out of the property of the Company or, if applicable,
          the
          Guarantors or any other obligor upon such Securities, wherever
          situated.

        


        If
          an
          Event of Default with respect to Securities of any series occurs and is
          continuing, the Trustee may in its discretion proceed to protect and enforce
          its
          rights and the rights of the Holders of Securities of such series by such
          appropriate judicial proceedings as the Trustee shall deem most effectual
          to
          protect and enforce any such rights, whether for the specific enforcement
          of any
          covenant or agreement in this Indenture or in aid of the exercise of any
          power
          granted herein, or to enforce any other proper remedy.

         

        Section 5.4. Trustee
          May File Proofs of Claim.

        


        In
          case
          of the pendency of any receivership, insolvency, liquidation, bankruptcy,
          reorganization, arrangement, adjustment, composition or other judicial
          proceeding relative to the Company or, if applicable, any Guarantor or
          any other
          obligor upon the Securities, their property or their creditors, the Trustee
          (irrespective of whether the principal of the Securities shall then be
          due and
          payable as therein expressed or by declaration or otherwise and irrespective
          of
          whether the Trustee shall have made any demand on the Company or, if applicable,
          the Guarantors for the payment of overdue principal or interest) shall
          be
          entitled and empowered, by intervention in such proceeding or
          otherwise,

        


        (a) to
          file
          and prove a claim for the whole amount of principal (and premium, if any)
          and
          interest owing and unpaid in respect of the Securities and to file such
          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
          of the
          Holders allowed in such judicial proceeding, and

        


        (b) to
          collect and receive any moneys or other property payable or deliverable
          on any
          such claims and to distribute the same;

         

        and
          any
          custodian, receiver, assignee, trustee, liquidator, sequestrator or other
          similar official in any such judicial proceeding is hereby authorized by
          each
          Holder to make such payments to the Trustee and, if the Trustee shall consent
          to
          the making of such payments directly to the Holders, to pay to the Trustee
          any
          amount due 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 6.7.

        


        No
          provision of this Indenture 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, compromise, arrangement, adjustment or composition affecting
          the
          Securities or, if applicable, the Securities Guarantee or the rights of
          any
          Holder thereof or to authorize the Trustee to vote in respect of the claim
          of
          any Holder in any such proceeding; provided,
          however,
          that
          the Trustee may, on behalf of the Holders, vote for the election of a trustee
          in
          bankruptcy or similar official and be a member of a creditors’ or other similar
          committee.

         

        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        

         

        Section 5.5. Trustee
          May Enforce Claims Without Possession of Securities.

         

        All
          rights of action and claims under this Indenture or the Securities may
          be
          prosecuted and enforced by the Trustee without the possession of any of
          the
          Securities or the production thereof in any proceeding relating thereto,
          and any
          such proceeding instituted by the Trustee shall be brought in its own name
          as
          trustee of an express trust, and any recovery of judgment shall, after
          provision
          for the payment of the reasonable compensation, expenses, disbursements
          and
          advances of the Trustee, its agents and counsel, be for the ratable benefit
          of
          the Holders of the Securities in respect of which such judgment has been
          recovered.

         

        Section 5.6. Application
          of Money Collected.

        


        Any
          money
          collected by the Trustee pursuant to this Article Five
          shall be
          applied in the following order, at the date or dates fixed by the Trustee
          and,
          in case of the distribution of such money on account of principal or any
          premium
          or interest, upon presentation of the Securities and the notation thereon
          of the
          payment if only partially paid and upon surrender thereof if fully
          paid:

        


        FIRST:
          To
          the payment of all amounts due the Trustee under Section 6.7;

        


        SECOND:
          To the payment of the amounts then due and unpaid for principal of and
          any
          premium and interest on the Securities in respect of which or for the benefit
          of
          which such money has been collected, ratably, without preference or priority
          of
          any kind, according to the amounts due and payable on such Securities for
          principal and any premium and interest, respectively; and

        


        THIRD:
          The balance, if any, to the Company.

         

        Section 5.7. Limitation
          on Suits.

        


        No
          Holder
          of any Security of any series shall have any right to institute any proceeding,
          judicial or otherwise, with respect to this Indenture (including, if applicable,
          the Securities Guarantee), or for the appointment of a receiver or trustee,
          or
          for any other remedy hereunder, unless:

        


        (a) such
          Holder has previously given written notice to the Trustee of a continuing
          Event
          of Default with respect to the Securities of that series;

        


        (b) the
          Holders of not less than 25% in principal amount of the Outstanding Securities
          of that series shall have made written request to the Trustee to institute
          proceedings in respect of such Event of Default in its own name as Trustee
          hereunder;

        


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

        


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

         

        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        

         

        (e) no
          direction inconsistent with such written request has been given to the
          Trustee
          during such 60-day period by the Holders of a majority in principal amount
          of
          the Outstanding Securities of that series; 

        


        it
          being
          understood and intended that no one or more of such Holders shall have
          any right
          in any manner whatever by virtue of, or by availing of, any provision of
          this
          Indenture to affect, disturb or prejudice the rights of any other of such
          Holders, or to obtain or to seek to obtain priority or preference over
          any other
          of such Holders or to enforce any right under this Indenture, except in
          the
          manner herein provided and for the equal and ratable benefit of all such
          Holders.

         

        Section 5.8. Unconditional
          Right of Holders to Receive Principal, Premium and
          Interest.

        


        Notwithstanding
          any other provision in this Indenture, the Holder of any Security shall
          have the
          right, which is absolute and unconditional, to receive payment of the principal
          of and any premium and (subject to Section 3.5
          and
Section 3.7)
          interest on such Security on the Stated Maturity or Maturities expressed
          in such
          Security (or, in the case of redemption, on the Redemption Date) and to
          institute suit for the enforcement of any such payment, and such rights
          shall
          not be impaired without the consent of such Holder.

         

        Section 5.9. 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
          proceeding, the Company, the Guarantors, 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 had been instituted.

         

        Section 5.10. Rights
          and Remedies Cumulative.

        


        Except
          as
          otherwise provided with respect to the replacement or payment of mutilated,
          destroyed, lost or stolen Securities in the last paragraph of Section 3.6,
          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.

         

        Section 5.11. Delay
          or
          Omission Not Waiver.

        


        To
          fullest extent permitted by applicable law, no delay or omission of the
          Trustee
          or of any Holder of any Securities to exercise any right or remedy accruing
          upon
          any Event of Default shall impair any such right or remedy or constitute
          a
          waiver of any such Event of Default or an acquiescence therein. Every right
          and
          remedy given by this Article Five
          or by
          law to the Trustee or to the Holders may be exercised from time to time,
          and as
          often as may be deemed expedient, by the Trustee or by the Holders, as
          the case
          may be.

         

        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        

         

        Section 5.12. Control
          by Holders.

        


        The
          Holders of not less than a majority in principal amount of the Outstanding
          Securities of any series shall have the right to direct the time, method
          and
          place of conducting any proceeding for any remedy available to the Trustee,
          or
          exercising any trust or power conferred on the Trustee, with respect to
          the
          Securities of such series; provided,
          however,
          that:

        


        (a) such
          direction shall not be in conflict with any rule of law or with this
          Indenture;

        


        (b) the
          Trustee may take any other action deemed proper by the Trustee which is
          not
          inconsistent with such direction; and

        


        (c) subject
          to the provisions of Section 6.1,
          the
          Trustee shall have the right to decline to follow any such direction if
          the
          Trustee in good faith shall determine that the proceeding so directed would
          involve the Trustee in personal liability.

         

        Section 5.13. Waiver
          of
          Past Defaults.

        


        By
          written notice to the Company and the Trustee, the Holders of not less
          than a
          majority in principal amount of the Outstanding Securities of any series
          may on
          behalf of the Holders of all the Securities of such series waive any past
          default hereunder with respect to such series and its consequences,
          except:

        


        (a) a
          continuing default in the payment of the principal of or any premium or
          interest
          on any Security of such series, or

        


        (b) a
          default
          in respect of a covenant or provision hereof which under Article Nine
          cannot
          be modified or amended without the consent of the Holder of each Outstanding
          Security of such series affected.

        


        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 5.14. Undertaking
          for Costs.

        


        All
          parties to this Indenture agree, and each Holder of any Security by his
          acceptance thereof shall be deemed to have agreed, that any court may in
          its
          discretion require, 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,
          suffered or omitted by it as Trustee, the filing by any party litigant,
          other
          than the Trustee, in such suit of an undertaking to pay the costs of such
          suit,
          and that such court may in its discretion assess reasonable costs, including
          reasonable attorneys’ fees, against any party litigant in such suit, having due
          regard to the merits and good faith of the claims or defenses made by such
          party
          litigant; but the provisions of this Section 5.14
          shall
          not apply to any suit instituted by the Company, to any suit instituted
          by the
          Trustee, to any suit instituted by any Holder, or group of Holders, holding
          in
          the aggregate more than 10% in principal amount of the Outstanding Securities
          of
          any series, or to any suit instituted by any Holder for the enforcement
          of the
          payment of the principal of (or premium, if any) or interest on any Security
          on
          or after the Stated Maturity or Maturities expressed in such Security (or,
          in
          the case of redemption, on or after the Redemption Date).

         

        Section 5.15. Waiver
          of
          Stay or Extension Laws.

        


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

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        ARTICLE SIX

        THE
          TRUSTEE

         

        Section 6.1. Certain
          Duties and Responsibilities.

         

        (a) Except
          during the continuance of an Event of Default,

        


        (i) the
          Trustee undertakes to perform such duties and only such duties as are
          specifically set forth in this Indenture and as are provided by the Trust
          Indenture Act, 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; but 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 they conform to the requirements of this
          Indenture.

        


        (b) In
          case
          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 their exercise, as a prudent man would exercise
          or
          use under the circumstances in the conduct of his own affairs.

        


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

        


        (i) this
          Subsection shall not be construed to limit the effect of Subsection (a)
          of this
          Section;

        


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

        


        (iii) the
          Trustee shall not be liable with respect to any action taken or omitted
          to be
          taken by it in good faith in accordance with the direction of the Holders
          of a
          majority in principal amount of the Outstanding Securities of any series,
          given
          pursuant to Section 5.12,
          relating to the time, method and place of conducting any proceeding for
          any
          remedy available to the Trustee, or exercising any trust or power conferred
          upon
          the Trustee, under this Indenture with respect to the Securities of such
          series;
          and

        


        (iv) no
          provision of this Indenture shall require the Trustee to expend or risk
          its own
          funds or otherwise incur any financial liability in the performance of
          any of
          its duties hereunder, or in the exercise of any of its rights or powers,
          if it
          shall have reasonable grounds for believing that repayment of such funds
          or
          adequate indemnity against such risk or liability is not reasonably assured
          to
          it.

         

        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        

         

        (d) Regardless
          of whether therein expressly so provided, every provision of this Indenture
          relating to the conduct or affecting the liability of or affording protection
          to
          the Trustee shall be subject to the provisions of this Section.

         

        Section 6.2. Notice
          of
          Defaults.

        


        Within
          90
          days after the occurrence of any Default hereunder with respect to the
          Securities of any series, the Trustee shall transmit by mail to all Holders
          of
          Securities of such series, as their names and addresses appear in the Security
          Register, notice of such Default hereunder known to the Trustee, unless
          such
          Default shall have been cured or waived; provided,
          however,
          that,
          except in the case of a Default in the payment of the principal of or any
          premium or interest on any Security of such series or in the payment of
          any
          sinking fund installment with respect to Securities of such series, the
          Trustee
          may withhold from Holders of Securities notice of any continuing Default
          or
          Event of Default if the Trustee in good faith determines that the withholding
          of
          such notice is in the interest of the Holders of Securities of such series;
          and,
provided,
          further,
          that in
          the case of any Default of the character specified in Section 5.1(c)
          with
          respect to Securities of such series, no such notice to Holders shall be
          given
          until at least 90 days after the occurrence thereof and that in the case
          of any
          Default of the character specified in Section 5.1(d)
          with
          respect to Securities of such series, no such notice to Holders shall be
          given
          until at least 180 days after the occurrence thereof.

         

        Section 6.3. Certain
          Rights of Trustee.

        


        Subject
          to the provisions of Section 6.1:

        


        (a) the
          Trustee may conclusively rely and shall be fully protected in acting or
          refraining from acting upon any resolution, certificate, statement, instrument,
          opinion, report, notice, request, direction, consent, order, bond, debenture,
          note, other evidence of indebtedness or other paper or document believed
          by it
          to be genuine and to have been signed or presented by the proper party
          or
          parties;

        


        (b) any
          request or direction of the Company or a Guarantor mentioned herein shall
          be
          sufficiently evidenced by a Company Request or Company Order (other than
          delivery of any Security to the Trustee for authentication and delivery
          pursuant
          to Section 3.3,
          which
          shall be sufficiently evidenced as provided therein) and any resolution
          of the
          Board of Directors may be sufficiently evidenced by a Board
          Resolution;

        


        (c) whenever
          in the administration of this Indenture the Trustee shall deem it desirable
          that
          a matter be proved or established prior to taking, suffering or omitting
          any
          action hereunder, the Trustee (unless other evidence be herein specifically
          prescribed) shall be entitled to receive and may, in the absence of bad
          faith on
          its part, rely upon an Officer’s Certificate;

        


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

        


        (e) 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
          pursuant to this Indenture, unless such Holders shall have offered to the
          Trustee reasonable security or indemnity against the costs, expenses and
          liabilities which might be incurred by it in compliance with such request
          or
          direction;

         

        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        

         

        (f) the
          Trustee shall not be bound to make any investigation into the facts or
          matters
          stated in any resolution, certificate, statement, instrument, opinion,
          report,
          notice, request, direction, consent, order, bond, debenture, note, other
          evidence of indebtedness or other paper or document, but the Trustee, in
          its
          discretion, may make such further inquiry or investigation into such facts
          or
          matters as it may see fit, and, if the Trustee shall determine to make
          such
          further inquiry or investigation, it shall be entitled to examine the books,
          records and premises of the Company, personally or by agent or
          attorney;

        


        (g) the
          Trustee may execute any of the trusts or powers hereunder or perform any
          duties
          hereunder either directly or by or through agents or attorneys and the
          Trustee
          shall not be responsible for any misconduct or negligence on the part of
          any
          agent or attorney appointed with due care by it hereunder and shall not
          be
          responsible for the supervision of officers and employees of such agents
          or
          attorneys;

        


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

        


        (i) the
          Trustee shall be entitled to the rights and protections afforded to the
          Trustee
          pursuant to this Article Six
          in
          acting as a Paying Agent or Security Registrar hereunder; and

        


        (j) the
          Trustee shall not be deemed to have notice of any Default or Event of Default
          unless a Responsible Officer of the Trustee has actual knowledge thereof
          or
          unless written notice of any event which is in fact such a default is received
          by the Trustee at the Corporate Trust Office of the Trustee, and such notice
          references the Notes and this Indenture.

         

        Section 6.4. Not
          Responsible for Recitals or Issuance of Securities.

        


        The
          recitals contained herein and in the Securities, except the Trustee’s
          certificates of authentication, shall be taken as the statements of the
          Company
          or, if applicable, the Guarantors, and the Trustee or any Authenticating
          Agent
          assumes no responsibility for their correctness. Neither the Trustee nor
          any
          Authenticating Agent makes any representations as to the validity or sufficiency
          of this Indenture or of the Securities. The Trustee or any Authenticating
          Agent
          shall not be accountable for the use or application by the Company of Securities
          or the proceeds thereof.

         

        Section 6.5. May
          Hold
          Securities.

        


        The
          Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
          or
          any other agent of the Company or, if applicable, any Guarantor, in its
          individual or any other capacity, may become the owner or pledgee of Securities
          and, subject to Sections 310(b) and 311 of the Trust Indenture Act and
          Section 6.8,
          Section 6.9
          and
Section 6.13,
          may
          otherwise deal with the Company or, if applicable, the Guarantors with
          the same
          rights it would have if it were not Trustee, Authenticating Agent, Paying
          Agent,
          Security Registrar or such other agent.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

        Section 6.6. Money
          Held in Trust.

        


        Money
          held by the Trustee in trust hereunder need not be segregated from other
          funds
          except to the extent required by law. The Trustee shall be under no liability
          for interest on any money received by it hereunder except as otherwise
          agreed in
          writing with the Company or, if applicable, one or more of the
          Guarantors.

         

        Section 6.7. Compensation
          and Reimbursement.

        


        The
          Company agrees:

        


        (a) to
          pay to
          the Trustee from time to time reasonable compensation for all services
          rendered
          by it hereunder (which compensation shall not be limited by any provision
          of law
          in regard to the compensation of a trustee of an express trust);

        


        (b) except
          as
          otherwise expressly provided herein, to reimburse the Trustee upon its
          request
          for all reasonable expenses, disbursements and advances incurred or made
          by the
          Trustee in accordance with any provision of this Indenture (including the
          reasonable compensation and the expenses and disbursements of its agents
          and
          counsel), except any such expense, disbursement or advance as may be
          attributable to its negligence or bad faith; and

        


        (c) to
          indemnify each of the Trustee and its officers, directors, agents and employees
          for, and to hold it harmless against, any loss, liability or expense incurred
          without negligence or willful misconduct on its part, arising out of or
          in
          connection with the acceptance or administration of the trust or trusts
          hereunder, including the costs and expenses of defending itself against
          any
          claim or liability in connection with the exercise or performance of any
          of its
          powers or duties hereunder.

        


        As
          security for the performance of the obligations of the Company under this
          Section the Trustee shall have a lien prior to the Securities upon all
          property
          and funds held or collected by the Trustee as such, except funds held in
          trust
          for the payment of principal of (and premium, if any) or interest on particular
          Securities.

        


        Without
          limiting any rights available to the Trustee under applicable law, when
          the
          Trustee incurs expenses or renders services in connection with an Event
          of
          Default specified in Section 5.1(e)
          or
Section 5.1(f),
          the
          expenses (including the reasonable charges and expenses of its counsel)
          and the
          compensation for the services of the Trustee are intended to constitute
          expenses
          of administration under any applicable Bankruptcy Law.

        


        The
          provisions of this Section 6.7
          shall
          survive the satisfaction and discharge of this Indenture and the Legal
          Defeasance of the Securities.

         

        Section 6.8. Disqualification;
          Conflicting Interests.

        


        Reference
          is made to Section 310(b) of the Trust Indenture Act. There shall be excluded
          from the operation of Section 310(b)(1) of the Trust Indenture Act this
          Indenture with respect to the Securities of more than one series.

         

        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        

         

        Section 6.9. Corporate
          Trustee Required; Eligibility.

        


        There
          shall at all times be a Trustee hereunder which shall be a corporation
          organized
          and doing business under the laws of the United States of America, any
          State
          thereof or the District of Columbia, authorized under such laws to exercise
          corporate trust powers, having a combined capital and surplus required
          by the
          Trust Indenture Act, subject to supervision or examination by Federal or
          State
          authority. If such corporation publishes reports of condition at least
          annually,
          pursuant to law or to the requirements of said supervising or examining
          authority, then for the purposes of this Section, the combined capital
          and
          surplus of such corporation shall be deemed to be its combined capital
          and
          surplus as set forth in its most recent report of condition so published.
          The
          Trustee shall not be an obligor upon the Securities or an Affiliate thereof.
          If
          at any time the Trustee shall cease to be eligible in accordance with the
          provisions of this Section, it shall resign immediately in the manner and
          with
          the effect hereinafter specified in this Article Six.

         

        Section 6.10. Resignation
          and Removal; Appointment of Successor.

        


        (a) No
          resignation or removal of the Trustee and no appointment of a successor
          Trustee
          pursuant to this Article shall become effective until the acceptance of
          appointment by the successor Trustee in accordance with the applicable
          requirements of Section 6.11.

        


        (b) The
          Trustee may resign at any time with respect to the Securities of one or
          more
          series by giving written notice thereof to the Company. If the instrument
          of
          acceptance by a successor Trustee required by Section 6.11
          shall
          not have been delivered to the Trustee within 30 days after the giving
          of such
          notice of resignation, the resigning Trustee may petition any court of
          competent
          jurisdiction for the appointment of a successor Trustee with respect to
          the
          Securities of such series.

        


        (c) The
          Trustee may be removed at any time with respect to the Securities of any
          series
          by Act of the Holders of a majority in principal amount of the Outstanding
          Securities of such series, delivered to the Trustee and to the
          Company.

        


        (d) If
          at any
          time:

        


        (i) the
          Trustee shall fail to comply with Section 310(b) of the Trust Indenture
          Act
          after written request therefor by the Company or by any Holder who has
          been a
          bona fide Holder of a Security for at least six months, or

        


        (ii) the
          Trustee shall cease to be eligible under Section 6.9
          and
          shall fail to resign after written request therefor by the Company or by
          any
          such Holder, or

        


        (iii) the
          Trustee shall become incapable of acting or shall be adjudged a bankrupt
          or
          insolvent or a receiver of the Trustee or of its property shall be appointed
          or
          any public officer shall take charge or control of the Trustee or of its
          property or affairs for the purpose of rehabilitation, conservation or
          liquidation, then, in any such case, (A) the Company by a Board Resolution
          may
          remove the Trustee with respect to all Securities, or (B) subject to
Section 5.14,
          any
          Holder who has been a bona fide Holder of a Security for at least six months
          may, on behalf of himself and all others similarly situated, petition any
          court
          of competent jurisdiction for the removal of the Trustee with respect to
          all
          Securities and the appointment of a successor Trustee or Trustees.

         

        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        

         

        (e) If
          the
          Trustee shall resign, be removed or become incapable of acting, or if a
          vacancy
          shall occur in the office of Trustee for any cause, with respect to the
          Securities of one or more series, the Company, by a Board Resolution, shall
          promptly appoint a successor Trustee or Trustees with respect to the Securities
          of that or those series (it being understood that any such successor Trustee
          may
          be appointed with respect to the Securities of one or more or all of such
          series
          and that at any time there shall be only one Trustee with respect to the
          Securities of any particular series) and shall comply with the applicable
          requirements of Section 6.11.
          If,
          within one year after such resignation, removal or incapability, or the
          occurrence of such vacancy, a successor Trustee with respect to the Securities
          of any series shall be appointed by Act of the Holders of a majority in
          principal amount of the Outstanding Securities of such series delivered
          to the
          Company and the retiring Trustee, the successor Trustee so appointed shall,
          forthwith upon its acceptance of such appointment in accordance with the
          applicable requirements of Section 6.11,
          become
          the successor Trustee with respect to the Securities of such series and
          to that
          extent supersede the successor Trustee appointed by the Company. If no
          successor
          Trustee with respect to the Securities of any series shall have been so
          appointed by the Company or the Holders and accepted appointment in the
          manner
          required by Section 6.11,
          any
          Holder who has been a bona fide Holder of a Security of such series for
          at least
          six months may, on behalf of himself and all others similarly situated,
          petition
          any court of competent jurisdiction for the appointment of a successor
          Trustee
          with respect to the Securities of such series.

        


        (f) The
          Company shall give notice of each resignation and each removal of the Trustee
          with respect to the Securities of any series and each appointment of a
          successor
          Trustee with respect to the Securities of any series to all Holders of
          Securities of such series in the manner provided in Section 1.7.
          Each
          notice shall include the name of the successor Trustee with respect to
          the
          Securities of such series and the address of its Corporate Trust Office.
          

         

        Section 6.11. Acceptance
          of Appointment by Successor.

        


        (a) In
          case
          of the appointment hereunder of a successor Trustee with respect to all
          Securities, every such successor Trustee so appointed shall execute, acknowledge
          and deliver to the Company, the Guarantors (if applicable) and to the retiring
          Trustee an instrument accepting such appointment, and thereupon the resignation
          or removal of the retiring Trustee shall become effective and such successor
          Trustee, without any further act, deed or conveyance, shall become vested
          with
          all the rights, powers, trusts and duties of the retiring Trustee; but,
          on the
          request of the Company or, if applicable, any Guarantor or the successor
          Trustee, such retiring Trustee shall, upon payment of its charges, execute
          and
          deliver an instrument transferring to such successor Trustee all the rights,
          powers and trusts of the retiring Trustee and shall duly assign, transfer
          and
          deliver to such successor Trustee all property and money held by such retiring
          Trustee hereunder.

         

        (b) In
          case
          of the appointment hereunder of a successor Trustee with respect to the
          Securities of one or more (but not all) series, the Company, the Guarantors
          (if
          applicable), the retiring Trustee and each successor Trustee with respect
          to the
          Securities of one or more series shall execute and deliver an indenture
          supplemental hereto wherein each successor Trustee shall accept such appointment
          and which (i) shall contain such provisions as shall be necessary or desirable
          to transfer and confirm to, and to vest in, each successor Trustee all
          the
          rights, powers, trusts and duties of the retiring Trustee with respect
          to the
          Securities of that or those series to which the appointment of such successor
          Trustee relates, (ii) if the retiring Trustee is not retiring with respect
          to
          all Securities, shall contain such provisions as shall be deemed necessary
          or
          desirable to confirm that all the rights, powers, trusts and duties of
          the
          retiring Trustee with respect to the Securities of that or those series
          as to
          which the retiring Trustee is not retiring shall continue to be vested
          in the
          retiring Trustee, and (iii) shall add to or change any of the provisions
          of this
          Indenture as shall be necessary to provide for or facilitate the administration
          of the trusts hereunder by more than one Trustee, it being understood that
          nothing herein or in such supplemental indenture shall constitute such
          Trustees
          co-trustees of the same trust and that each such Trustee shall be trustee
          of a
          trust or trusts hereunder separate and apart from any trust or trusts hereunder
          administered by any other such Trustee; and upon the execution and delivery
          of
          such supplemental indenture the resignation or removal of the retiring
          Trustee
          shall become effective to the extent provided therein and each such successor
          Trustee, without any further act, deed or conveyance, shall become vested
          with
          all the rights, powers, trusts and duties of the retiring Trustee with
          respect
          to the Securities of that or those series to which the appointment of such
          successor Trustee relates; but, on request of the Company, any Guarantor
          (if
          applicable) or any successor Trustee, such retiring Trustee shall duly
          assign,
          transfer and deliver to such successor Trustee all property and money held
          by
          such retiring Trustee hereunder with respect to the Securities of that
          or those
          series to which the appointment of such successor Trustee relates.

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

         

        (c) Upon
          request of any such successor Trustee, the Company and, if applicable,
          the
          Guarantors shall execute any and all instruments for more fully and certainly
          vesting in and confirming to such successor Trustee all such rights, powers
          and
          trusts referred to in paragraph (a) or (b) of this Section, as the case
          may
          be.

        


        (d) No
          successor Trustee shall accept its appointment unless at the time of such
          acceptance such successor Trustee shall be qualified and eligible under
          this
          Article and the Trust Indenture Act.

         

        Section 6.12. Merger,
          Conversion, Consolidation or Succession to Business.

        


        Any
          corporation into which the Trustee may be merged or converted or with which
          it
          may be consolidated, or any corporation resulting from any merger, conversion
          or
          consolidation to which the Trustee shall be a party, or any corporation
          succeeding to all or substantially all the corporate trust business of
          the
          Trustee, shall be the successor of the Trustee hereunder, provided such
          corporation shall be otherwise qualified and eligible under this Article Six,
          without
          the execution or filing of any paper or any further act on the part of
          any of
          the parties hereto. In case any Securities shall have been authenticated,
          but
          not delivered, by the Trustee then in office, any successor by merger,
          conversion or consolidation to such authenticating Trustee may adopt such
          authentication and deliver the Securities so authenticated with the same
          effect
          as if such successor Trustee had itself authenticated such
          Securities.

         

        Section 6.13. Preferential
          Collection of Claims Against Company.

        


        Reference
          is made to Section 311 of the Trust Indenture Act. For purposes of Section
          311(b) of the Trust Indenture Act,

        


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

        


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

         

        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        

         

        Section 6.14. Appointment
          of Authenticating Agent.

        


        The
          Trustee may appoint an Authenticating Agent or Agents with respect to one
          or
          more series of Securities which shall be authorized to act on behalf of
          the
          Trustee to authenticate Securities of such series issued upon exchange,
          registration of transfer or partial redemption thereof or pursuant to
Section 3.6,
          and
          Securities so authenticated shall be entitled to the benefits of this Indenture
          and shall be valid and obligatory for all purposes as if authenticated
          by the
          Trustee hereunder. Wherever reference is made in this Indenture to the
          authentication and delivery of Securities by the Trustee or the Trustee’s
          certificate of authentication, such reference shall be deemed to include
          authentication and delivery on behalf of the Trustee by an Authenticating
          Agent
          and a certificate of authentication executed on behalf of the Trustee by
          an
          Authenticating Agent. Each Authenticating Agent shall be acceptable to
          the
          Company and shall at all times be a corporation organized and doing business
          under the laws of the United States of America, any State thereof or the
          District of Columbia, authorized under such laws to act as Authenticating
          Agent,
          having a combined capital and surplus of not less than $50,000,000 and
          subject
          to supervision or examination by Federal or State authority. If such
          Authenticating Agent publishes reports of condition at least annually,
          pursuant
          to law or to the requirements of said supervising or examining authority,
          then
          for the purposes of this Section, the combined capital and surplus of such
          Authenticating Agent shall be deemed to be its combined capital and surplus
          as
          set forth in its most recent report of condition so published. If at any
          time an
          Authenticating Agent shall cease to be eligible in accordance with the
          provisions of this Section, such Authenticating Agent shall resign immediately
          in the manner and with the effect specified in this Section.

        


        Any
          corporation into which an Authenticating Agent may be merged or converted
          or
          with which it may be consolidated, or any corporation resulting from any
          merger,
          conversion or consolidation to which such Authenticating Agent shall be
          a party,
          or any corporation succeeding to all or substantially all of the corporate
          agency or corporate trust business of an Authenticating Agent, shall continue
          to
          be an Authenticating Agent, provided such corporation shall be otherwise
          eligible under this Section, without the execution or filing of any paper
          or any
          further act on the part of the Trustee or the Authenticating Agent.

        


        An
          Authenticating Agent may resign at any time by giving written notice thereof
          to
          the Trustee and to the Company and, if applicable, the Guarantors. The
          Trustee
          may at any time terminate the agency of an Authenticating Agent by giving
          written notice thereof to such Authenticating Agent and to the Company
          and, if
          applicable, the Guarantors. Upon receiving such a notice of resignation
          or upon
          such a termination, or in case at any time such Authenticating Agent shall
          cease
          to be eligible in accordance with the provisions of this Section, the Trustee
          may appoint a successor Authenticating Agent which shall be acceptable
          to the
          Company and, if applicable, the Guarantors and shall mail written notice
          of such
          appointment by first-class mail, postage prepaid, to all Holders of Securities
          of the series with respect to which such Authenticating Agent will serve,
          as
          their names and addresses appear in the Security Register. Any successor
          Authenticating Agent upon acceptance of its appointment hereunder shall
          become
          vested with all the rights, powers and duties of its predecessor hereunder,
          with
          like effect as if originally named as an Authenticating Agent. No successor
          Authenticating Agent shall be appointed unless eligible under the provisions
          of
          this Section.

        


        Except
          with respect to an Authenticating Agent appointed at the request of the
          Company
          or, if applicable, the Guarantors, the Trustee agrees to pay to each
          Authenticating Agent from time to time reasonable compensation for its
          services
          under this Section 6.14,
          and the
          Trustee shall be entitled to be reimbursed by the Company or, if applicable,
          the
          Guarantors for such payments, subject to the provisions of Section 6.7.

         

        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        

         

        If
          an
          appointment with respect to one or more series is made pursuant to this
          Section 6.14,
          the
          Securities of such series may have endorsed thereon, in addition to the
          Trustee’s certificate of authentication, an alternate certificate of
          authentication in the following form:

        


        This
          is
          one of the Securities of the series designated therein referred to in the
          within-mentioned Indenture.

         

        
          
            	 	
                    [_________________________________________],

                  
	 	
                    As
                      Trustee

                  
	 	 	 
	 	
                    By:

                  	  

	 	 	
                    As
                      Authenticating Agent

                  
	 	 	 
	 	
                    By:

                  	    

	 	 	
                    Authorized
                      Officer

                  


          

           

        

        ARTICLE SEVEN

        HOLDERS’
          LISTS AND REPORTS BY TRUSTEE AND COMPANY

         

        Section 7.1. Company
          to Furnish Trustee Names and Addresses of Holders.

        


        The
          Company will furnish or cause to be furnished to the Trustee:

        


        (a) semi-annually,
          not more than 15 days after each Regular Record Date for a series of Securities,
          a list for such series of Securities, in such form as the Trustee may reasonably
          require, of the names and addresses of the Holders of Securities of such
          series
          as of such Regular Record Date, and

        


        (b) at
          such
          other times as the Trustee may request in writing, within 30 days after
          the
          receipt by the Company of any such request, a list of similar form and
          content
          as of a date not more than 15 days prior to the time such list is furnished;
          

        


        provided,
          however,
          that if
          and so long as the Trustee shall be the Security Registrar, no such list
          need be
          furnished with respect to such series of Securities.

         

        Section 7.2. Preservation
          of Information; Communications to Holders.

         

        (a) The
          Trustee shall preserve, in as current a form as is reasonably practicable,
          the
          names and addresses of Holders contained in the most recent list furnished
          to
          the Trustee as provided in Section 7.1
          and the
          names and addresses of Holders received by the Trustee in its capacity
          as
          Security Registrar. The Trustee may destroy any list furnished to it as
          provided
          in Section 7.1
          upon
          receipt of a new list so furnished.

         

        (b) If
          three
          or more Holders (herein referred to as “applicants”) apply in writing to the
          Trustee, and furnish to the Trustee reasonable proof that each such applicant
          has owned a Security for a period of at least six months preceding the
          date of
          such application, and such application states that the applicants desire
          to
          communicate with other Holders with respect to their rights under this
          Indenture
          or under the Securities and is accompanied by a copy of the form of proxy
          or
          other communication which such applicants propose to transmit, then the
          Trustee
          shall, within five business days after the receipt of such application,
          at its
          election, either

         

        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        

         

        (i) afford
          such applicants access to the information preserved at the time by the
          Trustee
          in accordance with Section 7.2(a),
          or

        


        (ii) inform
          such applicants as to the approximate number of Holders whose names and
          addresses appear in the information preserved at the time by the Trustee
          in
          accordance with Section 7.2(a),
          and as
          to the approximate cost of mailing to such Holders the form of proxy or
          other
          communication, if any, specified in such application.

        


        If
          the
          Trustee shall elect not to afford such applicants access to such information,
          the Trustee shall, upon the written request of such applicants, mail to
          each
          Holder whose name and address appear in the information preserved at the
          time by
          the Trustee in accordance with Section 7.2(a)
          a copy
          of the form of proxy or other communication which is specified in such
          request,
          with reasonable promptness after a tender to the Trustee of the material
          to be
          mailed and of payment, or provision for the payment, of the reasonable
          expenses
          of mailing, unless within five days after such tender the Trustee shall
          mail to
          such applicants and file with the SEC, together with a copy of the material
          to
          be mailed, a written statement to the effect that, in the opinion of the
          Trustee, such mailing would be contrary to the best interest of the Holders
          or
          would be in violation of applicable law. Such written statement shall specify
          the basis of such opinion. If the SEC, after opportunity for a hearing
          upon the
          objections specified in the written statement so filed, shall enter an
          order
          refusing to sustain any of such objections or if, after the entry of an
          order
          sustaining one or more of such objections, the SEC shall find, after notice
          and
          opportunity for hearing, that all the objections so sustained have been
          met and
          shall enter an order so declaring, the Trustee shall mail copies of such
          material to all such Holders with reasonable promptness after the entry
          of such
          order and the renewal of such tender; otherwise the Trustee shall be relieved
          of
          any obligation or duty to such applicants respecting their
          application.

        


        (c) Every
          Holder of Securities, by receiving and holding the same, agrees with the
          Company, the Guarantors (if applicable) and the Trustee that none of the
          Company, the Guarantors (if applicable) nor the Trustee nor any agent of
          any of
          them shall be held accountable by reason of the disclosure of any such
          information as to the names and addresses of the Holders in accordance
          with
Section 7.2(b),
          regardless of the source from which such information was derived, and that
          the
          Trustee shall not be held accountable by reason of mailing any material
          pursuant
          to a request made under Section 7.2(b).

         

        Section 7.3. Reports
          by Trustee.

        


        Any
          Trustee’s report required pursuant to Section 313(a) of the Trust Indenture Act
          shall be dated as of May 15, and shall be transmitted within 60 days after
          May
          15 of each year (but in all events at intervals of not more than 12 months),
          commencing with the year 20__, by mail to all Holders, as their names and
          addresses appear in the Security Register. A copy of each such report shall,
          at
          the time of such transmission to Holders, be filed by the Trustee with
          each
          stock exchange upon which any Securities are listed, with the SEC and with
          the
          Company. The Company will notify the Trustee when any Securities are listed
          on
          any stock exchange.

         

        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        

         

        Section 7.4.
          Reports by Company.

         

        So
          long
          as clauses (1), (2) and (3) of Section 314(a) of the Trust Indenture Act
          (or any
          successor provisions of law) are applicable to this Indenture, the Company
          shall:

        


        (a) file
          with
          the Trustee, within 15 days after the Company files the same with the SEC,
          copies of the annual reports and of the information, documents and other
          reports
          (or copies of such portions of any of the foregoing as the SEC may from
          time to
          time by rules and regulations prescribe) which the Company may be required
          to
          file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange
          Act; or, if the Company is not required to file information, documents
          or
          reports pursuant to either of said Sections, then it shall file with the
          Trustee
          and the SEC, in accordance with rules and regulations prescribed from time
          to
          time by the SEC, such of the supplementary and periodic information, documents
          and reports which may be required pursuant to Section 13 of the Exchange
          Act in
          respect of a security listed and registered on a national securities exchange
          as
          may be prescribed from time to time in such rules and regulations;

        


        (b) file
          with
          the Trustee and the SEC, in accordance with rules and regulations prescribed
          from time to time by the SEC, such additional information, documents and
          reports
          with respect to compliance by the Company with the conditions and covenants
          of
          this Indenture as may be required from time to time by such rules and
          regulations; and

        


        (c) transmit
          by mail to all Holders, as their names and addresses appear in the Security
          Register, within 30 days after the filing thereof with the Trustee, such
          summaries of any information, documents and reports required to be filed
          by the
          Company pursuant to clauses (a) and (b) of this Section as may be required
          by
          rules and regulations prescribed from time to time by the SEC.

        


        ARTICLE EIGHT

        CONSOLIDATION,
          AMALGAMATION, MERGER AND SALE

         

        Section 8.1. Company
          May Consolidate, Etc., Only on Certain Terms.

        


        The
          Company shall not consolidate or merge with or into any other Person or
          sell,
          convey, transfer, lease or otherwise dispose of all or substantially all
          of the
          properties and assets of the Company and, if applicable, the Guarantors
          on a
          consolidated basis to any other Person unless:

        


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

        


        (b) the
          Person formed by or surviving any such conversion, consolidation, amalgamation
          or merger (if other than the Company) or the Person to which such sale,
          assignment, transfer, conveyance or other disposition has been made assumes
          all
          the obligations of the Company under the Securities and this Indenture
          pursuant
          to agreements reasonably satisfactory to the Trustee;

        


        (c) immediately
          after giving effect to such transaction, no Event of Default, and no event
          which, after notice or lapse of time or both, would become an Event of
          Default,
          shall have occurred and be continuing; and

         

        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        

         

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

         

        Section 8.2. Successor
          Substituted.

        


        Upon
          any
          consolidation or merger of the Company with or into any other Person or
          any
          sale, conveyance, transfer, lease or other disposition of all or substantially
          all of the properties and assets of the Company and, if applicable, the
          Guarantors on a consolidated basis in accordance with Section 8.1,
          the
          successor or resulting Person formed by or resulting upon such consolidation
          or
          merger (if other than the Company) or to which such sale, conveyance, transfer,
          lease or other disposition is made shall succeed to, and be substituted
          for, and
          may exercise every right and power of, the Company under this Indenture
          with the
          same effect as if such successor Person had been named as the Company herein,
          and thereafter, except in the case of a lease, the predecessor Company
          and each
          of the Guarantors shall be relieved of all obligations and covenants under
          this
          Indenture and the Securities.

      

       

      
        ARTICLE NINE

        AMENDMENT,
          SUPPLEMENT
          AND WAIVER

         

        Section 9.1. Without
          Consent of Holders.

        


        The
          Company, the Guarantors and the Trustee may amend or supplement this indenture,
          the Securities Guarantees or the Securities without the consent of any
          holder of
          a Security:

        


        (a) to
          cure
          any ambiguity or to correct or supplement any provision herein that may
          be
          inconsistent with any other provision herein; or

        


        (b) to
          evidence the succession of another Person to the Company and the assumption
          by
          any such successor of the covenants of the Company herein and, to the extent
          applicable, to the Securities; or

        


        (c) to
          provide for uncertificated Securities in addition to or in place of certificated
          Securities; provided
          that the
          uncertificated Securities are issued in registered form for purposes of
          Section
          163(f) of the Code, or in the manner such that the uncertificated Securities
          are
          described in Section 163(f)(2)(B) of the Code; or

        


        (d) to
          add a
          Securities Guarantee and cause any Person to become a Guarantor, and/or
          to
          evidence the succession of another Person to a Guarantor and the assumption
          by
          any such successor of the Securities Guarantee of such Guarantor herein
          and, to
          the extent applicable, endorsed upon any Securities of any series;
          or

        


        (e) to
          secure
          the Securities of any series; or

        


        (f) to
          add to
          the covenants of the Company such further covenants, restrictions, conditions
          or
          provisions as the Company shall consider to be appropriate for the benefit
          of
          the Holders of all or any series of Securities (and if such covenants,
          restrictions, conditions or provisions are to be for the benefit of less
          than
          all series of Securities, stating that such covenants are expressly being
          included solely for the benefit of such series) or to surrender any right
          or
          power herein conferred upon the Company and to make the occurrence, or
          the
          occurrence and continuance, of a Default in any such additional covenants,
          restrictions, conditions or provisions an Event of Default permitting the
          enforcement of all or any of the several remedies provided in this Indenture
          as
          herein set forth; provided,
          that in
          respect of any such additional covenant, restriction, condition or provision
          such supplemental indenture may provide for a particular period of grace
          after
          default (which period may be shorter or longer than that allowed in the
          case of
          other defaults) or may provide for an immediate enforcement upon such an
          Event
          of Default or may limit the remedies available to the Trustee upon such
          an Event
          of Default or may limit the right of the Holders of a majority in aggregate
          principal amount of the Securities of such series to waive such an Event
          of
          Default; or

         

        
          
            
            

          

          
            50

            
              

            

          

          
            
            

          

        

         

        (g) to
          make
          any change to any provision of this Indenture that does not adversely affect
          the
          rights or interests of any Holder of Securities; or

        


        (h) provide
          for the issuance of additional Securities in accordance with the provisions
          set
          forth in this Indenture on the date of this Indenture; or

         

        (i) to
          add
          any additional Defaults or Events of Default in respect of all or any series
          of
          Securities; or

        


        (j) to
          add
          to, change or eliminate any of the provisions of this Indenture to such
          extent
          as shall be necessary to permit or facilitate the issuance of Securities
          in
          bearer form, registrable or not registrable as to principal, and with or
          without
          interest coupons; or

        


        (k) to
          change
          or eliminate any of the provisions of this Indenture; provided
          that any
          such change or elimination shall become effective only when there is no
          Security
          Outstanding of any series created prior to the execution of such supplemental
          indenture that is entitled to the benefit of such provision; or

        


        (l) to
          establish the form or terms of Securities of any series as permitted by
          Section 2.1
          and
Section 3.1,
          including to reopen any series of any Securities as permitted under Section 3.1;
          or

        


        (m) to
          evidence and provide for the acceptance of appointment hereunder by a successor
          Trustee with respect to the Securities of one or more series and to add
          to or
          change any of the provisions of this Indenture as shall be necessary to
          provide
          for or facilitate the administration of the trusts hereunder by more than
          one
          Trustee, pursuant to the requirements of Section 6.11(b);
          or

         

        (n) to
          conform the text of the indenture (and/or any supplemental indenture) or
          any
          debt securities issued thereunder to any provision of a description of
          such debt
          securities appearing in a prospectus or prospectus supplement or an offering
          memorandum or offering circular to the extent that such provision was intended
          to be a verbatim recreation of a provision of the indenture (and/or any
          supplemental indenture) or any debt securities issued thereunder;
          or

        


        (o) to
          modify, eliminate or add to the provisions of this Indenture to such extent
          as
          shall be necessary to effect the qualification of this Indenture under
          the Trust
          Indenture Act or under any similar federal statute subsequently enacted,
          and to
          add to this Indenture such other provisions as may be expressly required
          under
          the Trust Indenture Act.

        


        Upon
          the
          request of the Company accompanied by a resolution of its Board of Directors
          authorizing the execution of any such amended or supplemental indenture,
          the
          Trustee is hereby authorized to join with the Company and any Guarantor
          in the
          execution of any such supplemental indenture, to make any further appropriate
          agreements and stipulations that may be therein contained and to accept
          the
          conveyance, transfer, assignment, mortgage, charge or pledge of any property
          thereunder, but the Trustee shall not be obligated to enter into any such
          supplemental indenture that affects the Trustee’s own rights, duties or
          immunities under this Indenture or otherwise.

         

        
          
            
            

          

          
            51

            
              

            

          

          
            
            

          

        

         

        Section 9.2. With
          Consent of Holders.

         

        The
          Company and the Trustee may amend or supplement this Indenture, the Securities
          Guarantees and the Securities with the consent of the Holders of a majority
          in
          aggregate principal amount of the Outstanding Securities of each series
          of
          Securities affected by such amendment or supplemental indenture, with each
          such
          series voting as a separate class (including, without limitation, consents
          obtained in connection with a purchase of, or tender offer or exchange offer for
          Securities) and, subject to Section 5.8
          and
Section 5.13
          hereof,
          any existing Default or Event of Default or compliance with any provision
          of
          this Indenture, the Securities Guarantees or the Securities may be waived
          with
          respect to each series of Securities with the consent of the Holders of
          a
          majority in principal amount of the Outstanding Securities of such series
          voting
          as a separate class (including consents obtained in connection with a purchase
          of, or tender offer or exchange offer for, Securities). 

        


        Upon
          the
          request of the Company accompanied by a resolution of its Board of Directors
          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 Securities as aforesaid, and upon receipt by
          the
          Trustee of the documents described in Section 6.3
          hereof,
          the Trustee will join with the Company and the Guarantors in the execution
          of
          such amended or supplemental indenture unless such amended or supplemental
          indenture directly affects the Trustee’s own rights, duties or immunities under
          this Indenture or otherwise, in which case the Trustee may in its discretion,
          but will not be obligated to, enter into such amended or supplemental
          Indenture.

        


        It
          is not
          necessary for the consent of the Holders of Securities under this Section 9.2
          to
          approve the particular form of any proposed amendment, supplement or waiver,
          but
          it is sufficient if such consent approves the substance of the proposed
          amendment, supplement or waiver.

        


        After
          an
          amendment, supplement or waiver under this Section 9.2
          becomes
          effective, the Company will mail to the Holders of Securities affected
          thereby a
          notice briefly describing the amendment, supplement or waiver. Any failure
          of
          the Company to mail such notice, or any defect therein, will not, however,
          in
          any way impair or affect the validity of any such amended or supplemental
          indenture or waiver. Subject to Section 5.8
          and
Section 5.13
          hereof,
          the application of or compliance with, either generally or in any particular
          instance, of any provision of this Indenture, the Securities or the Securities
          Guarantees may be waived as to each series of Securities by the Holders
          of a
          majority in aggregate principal amount of the Outstanding Securities of
          such
          series. However, without the consent of each Holder affected, an amendment,
          supplement or waiver under this Section 9.2
          may not
          (with respect to any Securities held by a non-consenting Holder):

        


        (a) change
          the Stated Maturity of the principal of, or any installment of principal
          of or
          interest on, any Security, or reduce the principal amount thereof or the
          rate of
          interest thereon or any premium payable upon the redemption thereof, or
          reduce
          the amount of the principal of an Original Issue Discount Security that
          would be
          due and payable upon a declaration of acceleration of the Maturity thereof
          pursuant to Section 5.2,
          or
          change any Place of Payment where, or the coin or currency in which, any
          Security or any premium or the interest thereon is payable, or impair the
          right
          to institute suit for the enforcement of any such payment on or after the
          Stated
          Maturity thereof (or, in the case of redemption, on or after the Redemption
          Date), or

         

        
          
            
            

          

          
            52

            
              

            

          

          
            
            

          

        

         

        (b) reduce
          the percentage in principal amount of the Outstanding Securities of any
          series,
          the consent of whose Holders is required for any such supplemental indenture,
          or
          the consent of whose Holders is required for any waiver (of compliance
          with
          certain provisions of this Indenture or certain defaults hereunder and
          their
          consequences) provided for in this Indenture, or

        


        (c) modify
          any of the provisions of this Section 9.2,
          Section 5.8,
          Section 5.13
          or
Section 10.6,
          except
          to increase any such percentage or to provide that certain other provisions
          of
          this Indenture cannot be modified or waived without the consent of the
          Holder of
          each Outstanding Security affected thereby, provided,
          however,
          that
          this clause (c) shall not be deemed to require the consent of any Holder
          with
          respect to changes in the references to “the Trustee” and concomitant changes in
          this Section, or the deletion of this proviso, in accordance with the
          requirements of Section 6.11(b)
          and
Section 9.1(i);
          or

        


        (d) waive
          a
          redemption payment with respect to any Security; provided,
          however,
          that
          any purchase or repurchase of Securities shall not be deemed a redemption
          of the
          Securities; or

        


        (e) release
          any Guarantor from any of its obligations under its Securities Guarantee
          or this
          Indenture, except in accordance with the terms of this Indenture (as
          supplemented by any supplemental indenture); or

        


        (f) make
          any
          change in the foregoing amendment and waiver provisions.

        


        A
          supplemental indenture that changes or eliminates any covenant or other
          provision of this Indenture that has expressly been included solely for
          the
          benefit of one or more particular series of Securities, or that modifies
          the
          rights of the Holders of Securities of such series with respect to such
          covenant
          or other provision, shall be deemed not to affect the rights under this
          Indenture of the Holders of Securities of any other series.

         

        Section 9.3. Execution
          of Supplemental Indentures.

        


        In
          executing, or accepting the additional trusts created by, any supplemental
          indenture permitted by this Article or the modifications thereby of the
          trusts
          created by this Indenture, the Trustee shall be entitled to receive, and
          (subject to Section 6.1)
          shall
          be fully protected in relying upon, an Opinion of Counsel stating that
          the
          execution of such supplemental indenture is authorized or permitted by
          this
          Indenture. The Trustee may, but shall not be obligated to, enter into any
          such
          supplemental indenture which affects the Trustee’s own rights, duties or
          immunities under this Indenture or otherwise.

         

        Section 9.4. Effect
          of
          Supplemental Indentures.

        


        Upon
          the
          execution of any supplemental indenture under this Article Nine,
          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 Securities theretofore or thereafter authenticated and delivered hereunder
          shall be bound thereby.

         

        Section 9.5. Conformity
          with Trust Indenture Act.

        


        Every
          supplemental indenture executed pursuant to this Article Nine
          shall
          conform to the requirements of the Trust Indenture Act as then in
          effect.

         

        
          
            
            

          

          
            53

            
              

            

          

          
            
            

          

        

         

        Section 9.6. Reference
          in Securities to Supplemental Indentures.

        


        Securities
          of any series authenticated and delivered after the execution of any
          supplemental indenture pursuant to this Article Nine
          may, and
          shall if required by the Trustee, bear a notation in form approved by the
          Trustee as to any matter provided for in such supplemental indenture. If
          the
          Company shall so determine, new Securities of any series so modified as
          to
          conform, in the opinion of the Trustee and the Company, to any such supplemental
          indenture may be prepared and executed by the Company and authenticated
          and
          delivered by the Trustee in exchange for Outstanding Securities of such
          series.

        


        ARTICLE TEN

        COVENANTS

         

        Section 10.1. Payment
          of Principal, Premium and Interest.

        


        The
          Company covenants and agrees for the benefit of each series of Securities
          that
          it will duly and punctually pay the principal of and any premium and interest
          on
          the Securities of that series in accordance with the terms of the Securities
          and
          this Indenture.

         

        Section 10.2. Maintenance
          of Office or Agency.

        


        The
          Company will maintain in the United States, an office or agency (which
          may be an
          office of the Trustee or Registrar or agent of the Trustee or Registrar)
          where
          Securities of that series may be presented or surrendered for payment,
          where
          Securities of that series may be surrendered for registration of transfer
          or
          exchange and where notices and demands to or upon the Company in respect
          of the
          Securities of that series and this Indenture may be served. The Company
          will
          give prompt written notice to the Trustee of the location, and any change
          in the
          location, of such office or agency. If at any time the Company shall fail
          to
          maintain any such required office or agency or shall fail to furnish the
          Trustee
          with the address thereof, such presentations, surrenders, notices and demands
          may be made or served at the Corporate Trust Office of the Trustee.

        


        The
          Company may also from time to time designate one or more other offices
          or
          agencies where the Securities of one or more series may be presented or
          surrendered for any or all such purposes and may from time to time rescind
          such
          designations. The Company will give prompt written notice to the Trustee
          of any
          such designation or rescission and of any change in the location of any
          such
          other office or agency.

        


        Except
          as
          otherwise specified with respect to a series of Securities as contemplated
          by
Section 3.1,
          the
          Company hereby initially designates the office of the Trustee located at
          [_______________________], as the Company’s office or agency for each such
          purpose for each series of Securities.

         

        Section 10.3. Money
          for
          Securities Payments to Be Held in Trust.

        


        If
          the
          Company shall at any time act as its own Paying Agent, with respect to
          any
          series of Securities, it will, on or before each due date of the principal
          of
          and any premium or interest on any of the Securities of that series, segregate
          and hold in trust for the benefit of the Persons entitled thereto a sum
          sufficient to pay the principal and any premium and interest so becoming due
          until such sums shall be paid to such Persons or otherwise disposed of
          as herein
          provided and will promptly notify the Trustee of its action or failure
          so to
          act.

         

        
          
            
            

          

          
            54

            
              

            

          

          
            
            

          

        

         

        Whenever
          the Company shall have one or more Paying Agents for any series of Securities,
          it will, prior to each due date of the principal of and any premium or
          interest
          on any Securities of that series, deposit with a Paying Agent a sum sufficient
          to pay the principal and any premium or interest so becoming due, such
          sum to be
          held in trust for the benefit of the Persons entitled to such principal,
          premium
          or interest, and (unless such Paying Agent is the Trustee) the Company
          will
          promptly notify the Trustee of its action or failure so to act. For purposes
          of
          this Section 10.3,
          should
          a due date for principal of and any premium or interest on, or sinking
          fund
          payment with respect to any series of Securities not be on a Business Day,
          such
          payment shall be due on the next Business Day without any interest for
          the
          period from the due date until such Business Day.

        


        The
          Company will cause each Paying Agent for any series of Securities other
          than the
          Trustee to execute and deliver to the Trustee an instrument in which such
          Paying
          Agent shall agree with the Trustee, subject to the provisions of this Section,
          that such Paying Agent will:

        


        (a) hold
          all
          sums held by it for the payment of the principal of and any premium or
          interest
          on Securities of that series in trust for the benefit of the Persons entitled
          thereto until such sums shall be paid to such Persons or otherwise disposed
          of
          as herein provided;

        


        (b) give
          the
          Trustee notice of any Default by the Company (or any other obligor upon
          the
          Securities of that series) in the making of any payment of principal and
          any
          premium or interest on the Securities of that series; and

        


        (c) at
          any
          time during the continuance of any such Default, upon the written request
          of the
          Trustee, forthwith pay to the Trustee all sums so held in trust by such
          Paying
          Agent.

        


        The
          Company and, if applicable, the Guarantors may at any time, for the purpose
          of
          obtaining the satisfaction and discharge of this Indenture or for any other
          purpose, pay, or by Company Order direct any Paying Agent to pay, to the
          Trustee
          all sums held in trust by the Company or such Paying Agent, such sums to
          be held
          by the Trustee upon the same trusts as those upon which such sums were
          held by
          the Company or such Paying Agent; and, upon such payment by any Paying
          Agent to
          the Trustee, such Paying Agent shall be released from all further liability
          with
          respect to such money.

        


        Subject
          to any applicable escheat or abandoned property laws, any money deposited
          with
          the Trustee or any Paying Agent, or then held by the Company, in trust
          for the
          payment of the principal of and any premium or interest on any Security
          of any
          series and remaining unclaimed for one year after such principal and any
          premium
          or interest has become due and payable shall be paid to the Company on
          Company
          Request, or (if then held by the Company) shall be discharged from such
          trust;
          and the Holder of such Security shall thereafter, as an unsecured general
          creditor, look only to the Company for payment thereof, and all liability
          of the
          Trustee or such Paying Agent with respect to such trust money, and all
          liability
          of the Company as trustee thereof, shall thereupon cease; provided,
          however,
          that
          the Trustee or such Paying Agent, before being required to make any such
          repayment, may at the expense of the Company cause to be published once,
          in a
          newspaper published in the English language, customarily published on each
          Business Day and of general circulation in the Borough of Manhattan, The
          City of
          New York, notice that such money remains unclaimed and that, after a date
          specified therein, which shall not be less than 30 days from the date of
          such
          publication, any unclaimed balance of such money then remaining will be
          repaid
          to the Company.

         

        Section 10.4. Existence.

        


        Subject
          to Article Eight,
          the
          Company and, if any Securities of a series to which Article Fourteen
          has been
          made applicable are Outstanding, each Guarantor will do or cause to be
          done all
          things necessary to preserve and keep in full force and effect its existence,
          rights (charter and statutory) and franchises; provided,
          however,
          that
          the Company and, if applicable, each Guarantor shall not be required to
          preserve
          any such right or franchise if the Board of Directors shall determine that
          the
          preservation thereof is no longer desirable in the conduct of the business
          of
          the Company or such Guarantor, as the case may be.

         

        
          
            
            

          

          
            55

            
              

            

          

          
            
            

          

        

         

        Section 10.5. Statement
          by Officers as to Default.

        


        Annually,
          within 150 days after the close of each fiscal year beginning with the
          first
          fiscal year during which one or more series of Securities are Outstanding,
          the
          Company and, if any Securities of a series to which Article Fourteen
          has been
          made applicable are Outstanding, each Guarantor will deliver to the Trustee
          a
          brief certificate (which need not include the statements set forth in
Section 1.3)
          from
          the principal executive officer, principal financial officer or principal
          accounting officer of the Company and, if applicable, such Guarantor as
          to his
          or her knowledge of the Company’s or such Guarantor’s, as the case may be,
          compliance (without regard to any period of grace or requirement of notice
          provided herein) with all conditions and covenants under the Indenture
          and, if
          the Company or such Guarantor, as the case may be, shall be in Default,
          specifying all such Defaults and the nature and status thereof of which
          such
          officer has knowledge.

         

        Section 10.6. Additional
          Amounts.

        


        If
          the
          Securities of a series provide for the payment of additional amounts (as
          provided in Section 3.1(o)),
          at
          least 10 days prior to the first Interest Payment Date with respect to
          that
          series of Securities and at least 10 days prior to each date of payment
          of
          principal of, premium, if any, or interest on the Securities of that series
          if
          there has been a change with respect to the matters set forth in the
          below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee
          and the principal Paying Agent, if other than the Trustee, an Officer’s
          Certificate instructing the Trustee and such Paying Agent whether such
          payment
          of principal of, premium, if any, or interest on the Securities of that
          series
          shall be made to holders of the Securities of that series without withholding
          or
          deduction for or on account of any tax, assessment or other governmental
          charge
          described in the Securities of that series. If any such withholding or
          deduction
          shall be required, then such Officer’s Certificate shall specify by country the
          amount, if any, required to be withheld or deducted on such payments to
          such
          holders and shall certify the fact that additional amounts will be payable
          and
          the amounts so payable to each holder, and the Company shall pay to the
          Trustee
          or such Paying Agent the additional amounts required to be paid by this
          Section.
          The Company covenants to indemnify the Trustee and any Paying Agent for,
          and to
          hold them harmless against, any loss, liability or expense reasonably incurred
          without negligence or bad faith on their part arising out of or in connection
          with actions taken or omitted by any of them in reliance on any Officer’s
          Certificate furnished pursuant to this Section 10.6.

        


        Whenever
          in this Indenture there is mentioned, in any context, the payment of the
          principal of or any premium, interest or any other amounts on, or in respect
          of,
          any Securities of any series, such mention shall be deemed to include mention
          of
          the payment of additional amounts provided by the terms of such series
          established hereby or pursuant hereto to the extent that, in such context,
          additional amounts are, were or would be payable in respect thereof pursuant
          to
          such terms, and express mention of the payment of additional amounts (if
          applicable) in any provision hereof shall not be construed as excluding
          the
          payment of additional amounts in those provisions hereof where such express
          mention is not made.

         

        
          
            
            

          

          
            56

            
              

            

          

          
            
            

          

        

         

        ARTICLE ELEVEN

        REDEMPTION
          OF SECURITIES

         

        Section 11.1. Applicability
          of Article.

        


        Securities
          of any series which are redeemable before their Stated Maturity shall be
          redeemable in accordance with their terms and (except as otherwise specified
          as
          contemplated by Section 3.1
          for
          Securities of any series) in accordance with this Article Eleven.

         

        Section 11.2. Election
          to Redeem; Notice to Trustee.

        


        The
          election of the Company to redeem any Securities shall be evidenced by
          a Board
          Resolution. In case of any redemption at the election of the Company of
          less
          than all the Securities of any series, the Company shall, at least 15 days
          prior
          to the last date for the giving of notice of such redemption (unless a
          shorter
          notice shall be satisfactory to the Trustee), notify the Trustee of such
          Redemption Date and of the principal amount of Securities of such series
          to be
          redeemed and, if applicable, of the tenor of the Securities to be redeemed.
          In
          the case of any redemption of Securities (a) prior to the expiration of
          any
          restriction on such redemption provided in the terms of such Securities
          or
          elsewhere in this Indenture or (b) pursuant to an election of the Company
          that
          is subject to a condition specified in the terms of the Securities of the
          series
          to be redeemed, the Company shall furnish the Trustee with an Officer’s
          Certificate evidencing compliance with such restriction or
          condition.

         

        Section 11.3. Selection
          by Trustee of Securities to Be Redeemed.

        


        If
          less
          than all the Securities of any series are to be redeemed (unless all of
          the
          Securities of such series and of a specified tenor are to be redeemed),
          the
          particular Securities to be redeemed shall be selected not more than 45
          days
          prior to the Redemption Date by the Trustee, from the Outstanding Securities
          of
          such series not previously called for redemption, by such method as the
          Trustee
          shall deem fair and appropriate and which may provide for the selection
          for
          redemption of portions (equal to the minimum authorized denomination for
          Securities of that series or any integral multiple thereof) of the principal
          amount of Securities of such series of a denomination larger than the minimum
          authorized denomination for Securities of that series.

        


        The
          Trustee shall promptly notify the Company in writing of the Securities
          selected
          for redemption and, in the case of any Securities selected for partial
          redemption, the principal amount thereof to be redeemed. If the Securities
          of
          any series to be redeemed consist of Securities having different dates
          on which
          the principal is payable or different rates of interest, or different methods
          by
          which interest may be determined or have any other different tenor or terms,
          then the Company may, by written notice to the Trustee, direct that the
          Securities of such series to be redeemed shall be selected from among the
          groups
          of such Securities having specified tenor or terms and the Trustee shall
          thereafter select the particular Securities to be redeemed in the manner
          set
          forth in the preceding paragraph from among the group of such Securities
          so
          specified.

        


        For
          all
          purposes of this Indenture, unless the context otherwise requires, all
          provisions relating to the redemption of Securities shall relate, in the
          case of
          any Securities redeemed or to be redeemed only in part, to the portion
          of the
          principal amount of such Securities which has been or is to be
          redeemed.

         

        
          
            
            

          

          
            57

            
              

            

          

          
            
            

          

        

         

        Section 11.4. Notice
          of
          Redemption.

        


        Notice
          of
          redemption shall be given by first-class mail, postage prepaid, mailed
          not less
          than 30 nor more than 60 days prior to the Redemption Date, to each Holder
          of
          Securities to be redeemed, at his address appearing in the Security
          Register.

        


        All
          notices of redemption shall state:

        


        (a) the
          Redemption Date,

        


        (b) the
          Redemption Price, or if not then ascertainable, the manner of calculation
          thereof,

        


        (c) if
          less
          than all the Outstanding Securities of any series are to be redeemed, the
          identification (and, in the case of partial redemption, the principal amounts)
          of the particular Securities to be redeemed,

        


        (d) that
          on
          the Redemption Date the Redemption Price will become due and payable upon
          each
          such Security to be redeemed and, if applicable, that interest thereon
          will
          cease to accrue on and after said date,

        


        (e) the
          place
          or places where such Securities are to be surrendered for payment of the
          Redemption Price, and

        


        (f) that
          the
          redemption is for a sinking fund, if such is the case.

        


        Notice
          of
          redemption of Securities to be redeemed at the election of the Company
          shall be
          given by the Company or, at the Company’s request, by the Trustee in the name
          and at the expense of the Company.

         

        Section 11.5. Deposit
          of Redemption Price.

        


        Prior
          to
          any Redemption Date, the Company shall deposit with the Trustee or with
          a Paying
          Agent (or, if the Company is acting as its own Paying Agent, segregate
          and hold
          in trust as provided in Section 10.3)
          an
          amount of money sufficient to pay the Redemption Price of, and (except
          if the
          Redemption Date shall be an Interest Payment Date) accrued interest on,
          all the
          Securities which are to be redeemed on that date.

         

        Section 11.6. Securities
          Payable on Redemption Date.

        


        Notice
          of
          redemption having been given as aforesaid, the Securities so to be redeemed
          shall, on the Redemption Date, become due and payable at the Redemption
          Price
          therein specified, and from and after such date (unless the Company shall
          default in the payment of the Redemption Price and accrued interest) such
          Securities shall cease to bear interest. Upon surrender of any such Security
          for
          redemption in accordance with said notice, such Security shall be paid
          by the
          Company at the Redemption Price, together with accrued interest to the
          Redemption Date; provided,
          however,
          that
          unless otherwise specified with respect to Securities of any series as
          contemplated in Section 3.1,
          installments of interest whose Stated Maturity is on or prior to the Redemption
          Date shall be payable to the Holders of such Securities, or one or more
          Predecessor Securities, registered as such at the close of business on
          the
          relevant record dates according to their terms and the provisions of
Section 3.7.

         

        
          
            
            

          

          
            58

            
              

            

          

          
            
            

          

        

         

        If
          any
          Security called for redemption shall not be so paid upon surrender thereof
          for
          redemption, the principal (and premium, if any) shall, until paid, bear
          interest
          from the Redemption Date at the rate prescribed therefor in the
          Security.

         

        Section 11.7. Securities
          Redeemed in Part.

        


        Any
          Security which is to be redeemed only in part shall be surrendered at a
          Place of
          Payment therefor (with, if the Company or the Trustee so requires, due
          endorsement by, or a written instrument of transfer in form satisfactory
          to the
          Company and the Trustee duly executed by, the Holder thereof or his attorney
          duly authorized in writing), and the Company shall execute, and the Trustee
          shall authenticate and deliver to the Holder of such Security without service
          charge, a new Security or Securities of the same series and tenor, of any
          authorized denomination as requested by such Holder, in aggregate principal
          amount equal to and in exchange for the unredeemed portion of the principal
          of
          the Security so surrendered.

         

        
          ARTICLE TWELVE

          SINKING
            FUNDS

           

          Section 12.1. Applicability
            of Article.

          


          The
            provisions of this Article Twelve
            shall be
            applicable to any sinking fund for the retirement of Securities of a
            series
            except as otherwise specified as contemplated by Section 3.1
            for
            Securities of such series.

          


          The
            minimum amount of any sinking fund payment provided for by the terms
            of
            Securities of any series is herein referred to as a “mandatory sinking fund
            payment”, and any payment in excess of such minimum amount provided for by the
            terms of Securities of any series is herein referred to as an “optional sinking
            fund payment.” If provided for by the terms of Securities of any series, the
            cash amount of any sinking fund payment may be subject to reduction as
            provided
            in Section 12.2.
            Each
            sinking fund payment shall be applied to the redemption of Securities
            of any
            series as provided for by the terms of Securities of such series.

           

          Section 12.2. Satisfaction
            of Sinking Fund Payments with Securities.

          


          The
            Company (a) may deliver Outstanding Securities of a series (other than
            any
            previously called for redemption) and (b) may apply as a credit Securities
            of a
            series which have been redeemed either at the election of the Company
            pursuant
            to the terms of such Securities or through the application of permitted
            optional
            sinking fund payments pursuant to the terms of such Securities, in each
            case in
            satisfaction of all or any part of any sinking fund payment with respect
            to the
            Securities of such series required to be made pursuant to the terms of
            such
            Securities as provided for by the terms of such series; provided
            that
            such Securities have not been previously so credited. Such Securities
            shall be
            received and credited for such purpose by the Trustee at the Redemption
            Price
            specified in such Securities for redemption through operation of the
            sinking
            fund and the amount of such sinking fund payment shall be reduced
            accordingly.

           

          Section 12.3. Redemption
            of Securities for Sinking Fund.

          


          Not
            less
            than 45 days prior to each sinking fund payment date for any series of
            Securities (unless a shorter period shall be satisfactory to the Trustee),
            the
            Company will deliver to the Trustee an Officer’s Certificate specifying the
            amount of the next ensuing sinking fund payment for that series pursuant
            to the
            terms of that series, the portion thereof, if any, which is to be satisfied
            by
            payment of cash and the portion thereof, if any, which is to be satisfied
            by
            delivering and crediting Securities of that series pursuant to Section 12.2
            and
            stating the basis for such credit and that such Securities have not been
            previously so credited, and will also deliver to the Trustee any Securities
            to
            be so delivered. Not less than 30 days before each such sinking fund
            payment
            date the Trustee shall select the Securities to be redeemed upon such
            sinking
            fund payment date in the manner specified in Section 11.3
            and
            cause notice of the redemption thereof to be given in the name of and
            at the
            expense of the Company in the manner provided in Section 11.4.
            Such
            notice having been duly given, the redemption of such Securities shall
            be made
            upon the terms and in the manner stated in Section 11.6
            and
Section 11.7.

           

          
            
              
              

            

            
              59

              
                

              

            

            
              
              

            

          

           

          ARTICLE THIRTEEN

          DEFEASANCE

           

          Section 13.1. Option
            to
            Effect Legal Defeasance or Covenant Defeasance.

          


          The
            Company may, at the option of its Board of Directors evidenced by a resolution
            set forth in an Officers’ Certificate, and at any time, elect to have either
Section 13.2
            or
Section 13.3
            hereof
            be applied to all outstanding Securities upon compliance with the conditions
            set
            forth below in this Article Thirteen.

           

          Section 13.2. Legal
            Defeasance
            and
            Discharge.

          


          Upon
            the
            Company’s exercise under Section 13.1
            hereof
            of the option applicable to this Section 13.2,
            the
            Company and each of the Guarantors will, subject to the satisfaction
            of the
            conditions set forth in Section 13.4
            hereof,
            be deemed to have been discharged from their obligations with respect
            to all
            outstanding Securities (including the Securities Guarantees) on the date
            the
            conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For
            this purpose, Legal Defeasance means that the Company and the Guarantors
            will be
            deemed to have paid and discharged the entire Debt represented by the
            outstanding Securities (including the Securities Guarantees), which will
            thereafter be deemed to be “outstanding” only for the purposes of Section 13.5
            hereof
            and the other sections of this Indenture referred to in clauses (a) and
            (b)
            below, and to have satisfied all their other obligations under such Securities,
            the Securities Guarantees and this Indenture (and the Trustee, on demand
            of and
            at the expense of the Company, shall execute proper instruments acknowledging
            the same), except for the following provisions which will survive until
            otherwise terminated or discharged hereunder:

          


          (a) the
            rights of Holders of Outstanding Securities to receive payments in respect
            of
            the principal of, or interest or premium, if any, on such Securities
            when such
            payments are due from the trust referred to in Section 13.4
            hereof;

          


          (b) the
            Company’s obligations with respect to such Securities under Section 3.4,
            Section 3.5,
            Section 3.6,
            Section 10.2
            and
Section 10.3
            hereof;

          


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

          


          (d) this
            Article Thirteen.

          


          Subject
            to compliance with this Article Thirteen,
            the
            Company may exercise its option under this Section 13.2
            notwithstanding the prior exercise of its option under Section 13.3
            hereof.

           

          
            
              
              

            

            
              60

              
                

              

            

            
              
              

            

          

           

          Section 13.3. Covenant
            Defeasance.

          


          Upon
            the
            Company’s exercise under Section 13.1
            hereof
            of the option applicable to this Section 13.3,
            the
            Company and each of the Guarantors will, subject to the satisfaction
            of the
            conditions set forth in Section 13.4
            hereof,
            be released from each of their obligations under the covenants contained
            in
Section 7.4,
            Section 8.1
            and
Section 10.4
            hereof
            as well as any Additional Defeasible Provisions (such release and termination
            hereinafter referred to as “Covenant
            Defeasance”),
            and
            the Securities will 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 will
            continue to be deemed “outstanding” for all other purposes hereunder (it being
            understood that such Securities will not be deemed outstanding for accounting
            purposes). For this purpose, Covenant Defeasance means that, with respect
            to the
            outstanding Securities and Securities Guarantees, the Company and the
            Guarantors
            may omit to comply with and will have no liability in respect of any
            term,
            condition or limitation set forth in any such covenant, whether directly
            or
            indirectly, by reason of any reference elsewhere herein to any such covenant
            or
            by reason of any reference in any such covenant to any other provision
            herein or
            in any other document and such omission to comply will not constitute
            a Default
            or an Event of Default under Section 5.1
            hereof,
            but, except as specified above, the remainder of this Indenture and such
            Securities and Securities Guarantees will be unaffected thereby. In addition,
            upon the Company’s exercise under Section 13.1
            hereof
            of the option applicable to this Section 13.3
            hereof,
            subject to the satisfaction of the conditions set forth in Section 13.4
            hereof,
Section 5.1(c)
            and
Section 5.1(d)
            hereof
            and will not constitute Events of Default.

           

          Section 13.4. Conditions
            to Legal or Covenant Defeasance.

          


          In
            order
            to exercise either Legal Defeasance or Covenant Defeasance under either
            Section 13.2
            or
Section 13.3
            hereof:

           

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

          


          (b) in
            the
            case of an election under Section 13.2
            hereof,
            the Company must deliver to the Trustee an Opinion of Counsel confirming
            that:

          


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

          


          (ii) since
            the
            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 will
            confirm
            that, the Holders of the Outstanding Securities will not recognize income,
            gain
            or loss for federal income tax purposes as a result of such Legal Defeasance
            and
            will be subject to federal income tax on the same amounts, in the same
            manner
            and at the same times as would have been the case if such Legal Defeasance
            had
            not occurred;

           

          
            
              
              

            

            
              61

              
                

              

            

            
              
              

            

          

           

          (c) in
            the
            case of an election under Section 13.3
            hereof,
            the Company must deliver to the Trustee an Opinion of Counsel confirming
            that
            the Holders of the Outstanding Securities will not recognize income,
            gain or
            loss for federal income tax purposes as a result of such Covenant Defeasance
            and
            will be subject to federal income tax on the same amounts, in the same
            manner
            and at the same times as would have been the case if such Covenant Defeasance
            had not occurred;

          


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

          


          (e) the
            deposit will not result in a breach or violation of, or constitute a
            default
            under, any other instrument to which the Company or any Guarantor is
            a party or
            by which the Company or any Guarantor is bound;

          


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

          


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

          


          (h) the
            Company must deliver to the Trustee an Officers’ Certificate, stating that all
            conditions precedent set forth in clauses (a) through (g) of this Section 13.4
            have
            been complied with; and

          


          (i) the
            Company must deliver to the Trustee an Opinion of Counsel (which Opinion
            of
            Counsel may be subject to customary assumptions, qualifications and exclusions),
            stating that all conditions precedent set forth in clauses (b), (c) and
            (e) of
            this Section 13.4
            have
            been complied with; provided
            that the
            Opinion of Counsel with respect to clause (e) of this Section 13.4
            may be
            to the knowledge of such counsel.

           

          Section 13.5. Deposited
            Money and U.S. Government Obligations to be Held in
            Trust,
            Other
            Miscellaneous Provisions.

           

          Subject
            to Section 13.6
            hereof,
            all money and non-callable U.S. Government Obligation (including the
            proceeds
            thereof) deposited with the Trustee (or other qualifying trustee, collectively
            for purposes of this Section 13.5,
            the
“Trustee”)
            pursuant to Section 13.4
            hereof
            in respect of the Outstanding Securities will be held in trust and applied
            by
            the Trustee, in accordance with the provisions of such Securities and
            this
            Indenture, to the payment, either directly or through any Paying Agent
            (including the Company acting as Paying Agent) as the Trustee may determine,
            to
            the Holders of such Securities of all sums due and to become due thereon
            in
            respect of principal, premium, if any, and interest, but such money need
            not be
            segregated from other funds except to the extent required by law.

          


          The
            Company will pay and indemnify the Trustee against any tax, fee or other
            charge
            imposed on or assessed against the cash or non-callable U.S. Government
            Obligations deposited pursuant to Section 13.4
            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 Securities.

           

          
            
              
              

            

            
              62

              
                

              

            

            
              
              

            

          

           

          Notwithstanding
            anything in this Article Thirteen
            to the
            contrary, the Trustee will deliver or pay to the Company from time to
            time upon
            the request of the Company any money or non-callable U.S. Government
            Obligations
            held by it as provided in Section 13.4
            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 13.4(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 13.6. Repayment.

          


          Any
            money
            deposited with the Trustee or any Paying Agent, or then held by the Company,
            in
            trust for the payment of the principal of, premium, if any, or interest
            on any
            Security and remaining unclaimed for two years after such principal,
            premium, if
            any, or interest has become due and payable shall be paid to the Company
            on its
            request or (if then held by the Company) will be discharged from such
            trust; and
            the Holder of such Security will thereafter be permitted to look only
            to the
            Company for payment thereof, and all liability of the Trustee or such
            Paying
            Agent with respect to such trust money, and all liability of the Company
            as
            trustee thereof, will thereupon cease; provided,
            however,
            that
            the Trustee or such Paying Agent, before being required to make any such
            repayment, may at the expense of the Company cause to be published once,
            in the
            New York Times and The Wall Street Journal (national edition), notice
            that such
            money remains unclaimed and that, after a date specified therein, which
            will not
            be less than 30 days from the date of such notification or publication,
            any
            unclaimed balance of such money then remaining will be repaid to the
            Company.

           

          Section 13.7. Reinstatement.

          


          If
            the
            Trustee or Paying Agent is unable to apply any United States dollars
            or
            non-callable U.S. Government Obligations in accordance with Section 13.2
            or
Section 13.3
            hereof,
            as the case may be, by reason of any order or judgment of any court or
            governmental authority enjoining, restraining or otherwise prohibiting
            such
            application, then the Company’s and the Guarantors’ obligations under this
            Indenture and the Securities and the Securities Guarantees will be revived
            and
            reinstated as though no deposit had occurred pursuant to Section 13.2
            or
Section 13.3
            hereof
            until such time as the Trustee or Paying Agent is permitted to apply
            all such
            money in accordance with Section 13.2
            or
Section 13.3
            hereof,
            as the case may be; provided,
            however,
            that,
            if the Company makes any payment of principal of, premium, if any, or
            interest
            on any Note following the reinstatement of its obligations, the Company
            will be
            subrogated to the rights of the Holders of such Securities to receive
            such
            payment from the money held by the Trustee or Paying Agent.

           

          
            ARTICLE FOURTEEN

            GUARANTEE
              OF SECURITIES

             

            Section 14.1. Securities
              Guarantee. 

            


            (a) Subject
              to the other provisions of this Article Fourteen,
              each of
              the Guarantors hereby jointly and severally, guarantees to each Holder
              of a
              Security of each series to which this Article Fourteen
              has been
              made applicable as provided in Section 3.1(t)
              (the
              Securities of such series being referred to herein as the “Guaranteed
              Securities”) (which Security has been 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 Guaranteed Securities,
              the
              obligations of the Company hereunder or thereunder, that:

             

            (i) the
              principal of, premium, if any, and interest on the Guaranteed Securities
              will be
              promptly paid in full when due, whether at maturity, by acceleration,
              redemption
              or otherwise, and interest on the overdue principal of and interest
              on the
              Guaranteed Securities, if any, if lawful, and all other obligations
              of the
              Company to the Holders of Guaranteed Securities, or the Trustee hereunder
              or
              thereunder will be promptly paid in full or performed, all in accordance
              with
              the terms hereof and thereof; and

             

            
              
                
                

              

              
                63

                
                  

                

              

              
                
                

              

            

             

            (ii) in
              case
              of any extension of time of payment or renewal of any Guaranteed Securities
              or
              any of such other obligations, that same will be promptly paid in full
              when due
              or performed in accordance with the terms of the extension or renewal,
              whether
              at stated maturity, by acceleration or otherwise.

            


            Failing
              payment when due of any amount so guaranteed or any performance so
              guaranteed
              for whatever reason, the Guarantors will be jointly and severally obligated
              to
              pay the same immediately. Each Guarantor agrees that this is a guarantee
              of
              payment and not a guarantee of collection.

            


            (b) To
              the
              extent permissible under applicable law, the
              obligations of the Guarantors under this Securities Guarantee are unconditional,
              irrespective of the validity, regularity or enforceability of the Guaranteed
              Securities or this Indenture, the absence of any action to enforce
              the same, any
              waiver or consent by any Holder of the Guaranteed Securities with respect
              to any
              provisions hereof or thereof, the recovery of any judgment against
              the Company,
              any action to enforce the same or any other circumstance which might
              otherwise
              constitute a legal or equitable discharge or defense of a guarantor.
              To the
              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 Company, any right to require a proceeding
              first
              against the Company, protest, notice and all demands whatsoever and
              covenant
              that this Securities Guarantee will not be discharged except by complete
              performance of the obligations contained in the Guaranteed Securities
              and this
              Indenture.

            


            (c) If
              any
              Holder or the Trustee is required by any court or otherwise to return
              to the
              Company, the Guarantors or any custodian, trustee, liquidator or other
              similar
              official acting in relation to either the Company or the Guarantors,
              any amount
              paid by either to the Trustee or such Holder, this Securities Guarantee,
              to the
              extent theretofore discharged, will be reinstated in full force and
              effect.

            


            (d) Each
              Guarantor agrees that it will 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, to the extent permitted by applicable law, as between
              the
              Guarantors, on the one hand, and the Holders of Guaranteed Securities
              and the
              Trustee, on the other hand, (1) the maturity of the obligations guaranteed
              hereby may be accelerated as provided in Article Five
              hereof
              for the purposes of this Securities Guarantee, notwithstanding any
              stay,
              injunction or other prohibition preventing such acceleration in respect
              of the
              obligations guaranteed hereby, and (2) in the event of any declaration
              of
              acceleration of such obligations as provided in Article Five
              hereof,
              such obligations (regardless of whether due and payable) will forthwith
              become
              due and payable by the Guarantors for the purpose of this Securities
              Guarantee.
              The Guarantors will 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 the Securities Guarantee.

             

            
              
                
                

              

              
                64

                
                  

                

              

              
                
                

              

            

             

            Section 14.2. Limitation
              on Guarantor Liability.

            


            Each
              Guarantor, and by its acceptance of Guaranteed Securities, each Holder
              thereof,
              hereby confirms that it is the intention of all such parties that the
              Securities
              Guarantee of such Guarantor not constitute a fraudulent transfer or
              conveyance
              for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
              the
              Uniform Fraudulent Transfer Act or any similar federal or state law
              to the
              extent applicable to any Securities Guarantee. To effectuate the foregoing
              intention, the Trustee, to the extent permitted under applicable law,
              the
              Holders and each Guarantor hereby irrevocably agree that the obligations
              of such
              Guarantor will be limited to the maximum amount that will, after giving
              effect
              to such maximum amount and all other contingent and fixed liabilities
              of such
              Guarantor that are relevant under such laws, and after giving effect
              to any
              collections from, rights to receive contribution from or payments made
              by or on
              behalf of any other Guarantor in respect of the obligations of such
              other
              Guarantor under this Article Fourteen,
              result
              in the obligations of such Guarantor under its Securities Guarantee
              not
              constituting a fraudulent transfer or conveyance.

             

            Section 14.3. Execution
              and Delivery of Securities Guarantee Notation.

            


            To
              evidence its Securities Guarantee set forth in Section 14.1
              hereof,
              each Guarantor hereby agrees that a notation of such Securities Guarantee
              substantially in the form set forth in Section 2.3
              or
              established pursuant to a Board Resolution or in a supplemental indenture,
              in
              accordance with the provisions of Section 2.1,
              will be
              endorsed by an officer of such Guarantor on each Guaranteed Security
              authenticated and delivered by the Trustee and that this Indenture
              will be
              executed on behalf of such Guarantor by one of its officers.

            


            Each
              Guarantor hereby agrees that its Securities Guarantee set forth in
Section 14.1
              hereof
              will remain in full force and effect notwithstanding any failure to
              endorse on
              each Guaranteed Security a notation of such Securities Guarantee.

            


            If
              an
              officer whose signature is on this Indenture or on the Securities Guarantee
              no
              longer holds that office at the time the Trustee authenticates the
              Guaranteed
              Security on which a Securities Guarantee is endorsed, the Securities
              Guarantee
              will be valid nevertheless.

            


            The
              delivery of any Guaranteed Security by the Trustee, after the authentication
              thereof hereunder, will constitute due delivery of the Securities Guarantee
              of
              such Guaranteed Security set forth in this Indenture on behalf of the
              Guarantors.

             

            


            *
              *
              *

             

            
              
                
                

              

              
                65

                
                  

                

              

              
                
                

              

            

             

            
              This
                instrument may be executed in any number of counterparts, each of
                which so
                executed shall be deemed to be an original, but all such counterparts
                shall
                together constitute but one and the same instrument.

              


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

               

              


              
                	 	
                        CONSTELLATION
                          ENERGY PARTNERS LLC

                      
	 	 	 	 	 
	 	 	 	 	 
	 	
                        By: 
                          

                      	  

	 	
                        Name:

                      	 
	 	
                        Title:

                      	 


              

            

             

             

             

            

              
                	 	
                        [_______________________]

                      
	 	 	 	 	 
	 	 	 	 	 
	 	
                        By: 
                          

                      	  

	 	
                        Name:

                      	 
	 	
                        Title: