Exhibit
4.1


     

      
        

      

    

     

    BREITBURN
ENERGY PARTNERS L.P.

     

    BREITBURN
FINANCE CORPORATION

     

    AND

     

    THE
GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF

      

    
      

    

     

    8.625%
SENIOR NOTES DUE 2020

     

      
        

      

    

     

    INDENTURE

     

    Dated as
of October 6, 2010

     

      
        

      

    

     

    U.S. BANK
NATIONAL ASSOCIATION,

     

    As
Trustee


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CROSS-REFERENCE
TABLE*

    


    
      
        
          	
                  Trust
      Indenture

                	 	
                  Indenture

                
	
                  Act Section

                	 	
                  Section

                
	
                  310(a)(1)

                	 	
                  7.10

                
	
                  (a)(2)

                	 	
                  7.10

                
	
                  (a)(3)

                	 	
                  N/A

                
	
                  (a)(4)

                	 	
                  N/A

                
	
                  (a)(5)

                	 	
                  7.10

                
	
                  (b)

                	 	
                  7.10

                
	
                  (c)

                	 	
                  N/A

                
	
                  311(a)

                	 	
                  7.11

                
	
                  (b)

                	 	
                  7.11

                
	
                  (c)

                	 	
                  N/A

                
	
                  312(a)

                	 	
                  2.05

                
	
                  (b)

                	 	
                  11.03

                
	
                  (c)

                	 	
                  11.03

                
	
                  313(a)

                	 	
                  7.06

                
	
                  (b)(1)

                	 	
                  7.06

                
	
                  (b)(2)

                	 	
                  7.06,
      7.07

                
	
                  (c)

                	 	
                  7.06,
      11.02

                
	
                  (d)

                	 	
                  7.06

                
	
                  314(a)

                	 	
                  4.03,
      4.04, 11.02

                
	
                  (b)

                	 	
                  N/A

                
	
                  (c)(1)

                	 	
                  11.04

                
	
                  (c)(2)

                	 	
                  11.04

                
	
                  (c)(3)

                	 	
                  N/A

                
	
                  (d)

                	 	
                  N/A

                
	
                  (e)

                	 	
                  11.05

                
	
                  (f)

                	 	
                  N/A

                
	
                  315(a)

                	 	
                  7.01

                
	
                  (b)

                	 	
                  7.05,
      11.02

                
	
                  (c)

                	 	
                  7.01

                
	
                  (d)

                	 	
                  7.01

                
	
                  (e)

                	 	
                  6.11

                
	
                  316(a)(last
      sentence)

                	 	
                  2.08

                
	
                  (a)(1)(A)

                	 	
                  6.05

                
	
                  (a)(1)(B)

                	 	
                  6.04

                
	
                  (a)(2)

                	 	
                  N/A

                
	
                  (b)

                	 	
                  6.07

                
	
                  (c)

                	 	
                  9.04

                
	
                  317(a)(1)

                	 	
                  6.08

                
	
                  (a)(2)

                	 	
                  6.09

                
	
                  (b)

                	 	
                  2.04

                
	
                  318(a)

                	 	
                  11.01

                
	
                  (b)

                	 	
                  N/A

                
	
                  (c)

                	 	
                  11.01

                


        

      

    

    


    
      
        

      

    

    N/A means
not applicable.

    *This
Cross-Reference Table is not part of the Indenture.


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            	 
      	 
      	 	
                    Page

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      1 DEFINITIONS AND INCORPORATION  BY REFERENCE

                  	 	
                    1

                  
	
                    Section
      1.01.

                  	
                    Definitions

                  	 	
                    1

                  
	
                    Section
      1.02.

                  	
                    Other
      Definitions

                  	 	
                    30

                  
	
                    Section
      1.03.

                  	
                    Incorporation
      by Reference of Trust Indenture Act

                  	 	
                    31

                  
	
                    Section
      1.04.

                  	
                    Rules
      of Construction

                  	 	
                    31

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      2 THE NOTES

                  	 	
                    32

                  
	
                    Section
      2.01.      

                  	
                    Form
      and Dating

                  	 	
                    32

                  
	
                    Section
      2.02.

                  	
                    Execution
      and Authentication

                  	 	
                    32

                  
	
                    Section
      2.03.

                  	
                    Registrar
      and Paying Agent

                  	 	
                    32

                  
	
                    Section
      2.04.

                  	
                    Paying
      Agent to Hold Money in Trust

                  	 	
                    33

                  
	
                    Section
      2.05.

                  	
                    Noteholder
      Lists

                  	 	
                    33

                  
	
                    Section
      2.06.

                  	
                    Transfer
      and Exchange

                  	 	
                    33

                  
	
                    Section
      2.07.

                  	
                    Replacement
      Notes

                  	 	
                    34

                  
	
                    Section
      2.08.

                  	
                    Outstanding
      Notes

                  	 	
                    34

                  
	
                    Section
      2.09.

                  	
                    Temporary
      Notes

                  	 	
                    34

                  
	
                    Section
      2.10.

                  	
                    Cancellation

                  	 	
                    35

                  
	
                    Section
      2.11.

                  	
                    Defaulted
      Interest

                  	 	
                    35

                  
	
                    Section
      2.12.

                  	
                    CUSIP
      Numbers

                  	 	
                    35

                  
	
                    Section
      2.13.

                  	
                    Issuance
      of Additional Notes

                  	 	
                    35

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      3 REDEMPTION AND PREPAYMENT

                  	 	
                    36

                  
	
                    Section
      3.01.

                  	
                    Notices
      to Trustee

                  	 	
                    36

                  
	
                    Section
      3.02.

                  	
                    Selection
      of Notes to be Redeemed

                  	 	
                    36

                  
	
                    Section
      3.03.

                  	
                    Notice
      of Redemption

                  	 	
                    37

                  
	
                    Section
      3.04.

                  	
                    Effect
      of Notice of Redemption

                  	 	
                    38

                  
	
                    Section
      3.05.

                  	
                    Deposit
      of Redemption Price

                  	 	
                    38

                  
	
                    Section
      3.06.

                  	
                    Notes
      Redeemed in Part

                  	 	
                    38

                  
	
                    Section
      3.07.

                  	
                    Optional
      Redemption

                  	 	
                    38

                  
	
                    Section
      3.08.

                  	
                    Mandatory
      Redemption

                  	 	
                    40

                  
	
                    Section
      3.09.

                  	
                    Offer
      to Purchase by Application of Excess Proceeds

                  	 	
                    40

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      4 COVENANTS

                  	 	
                    41

                  
	
                    Section
      4.01.

                  	
                    Payment
      of Notes

                  	 	
                    41

                  
	
                    Section
      4.02.

                  	
                    Maintenance
      of Office or Agency

                  	 	
                    42

                  
	
                    Section
      4.03.

                  	
                    Reports

                  	 	
                    42

                  
	
                    Section
      4.04.

                  	
                    Compliance
      Certificate

                  	 	
                    43

                  
	
                    Section
      4.05.

                  	
                    Taxes

                  	 	
                    44

                  
	
                    Section
      4.06.

                  	
                    Stay,
      Extension and Usury Laws

                  	 	
                    44

                  
	
                    Section
      4.07.

                  	
                    Limitation
      on Restricted Payments

                  	 	
                    44

                  
	
                    Section
      4.08.

                  	
                    Limitation
      on Dividend and Other Payment Restrictions Affecting
      Subsidiaries

                  	 	
                    47

                  
	
                    Section
      4.09.

                  	
                    Limitation
      on Incurrence of Indebtedness and Issuance of Preferred
    Stock

                  	 	
                    50

                  


          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Section
      4.10.      

                  	
                    Limitation
      on Asset Sales

                  	 	
                    53

                  
	
                    Section
      4.11.

                  	
                    Limitation
      on Transactions with Affiliates

                  	 	
                    54

                  
	
                    Section
      4.12.

                  	
                    Limitation
      on Liens

                  	 	
                    55

                  
	
                    Section
      4.13.

                  	
                    Additional
      Subsidiary Guarantees

                  	 	
                    56

                  
	
                    Section
      4.14.

                  	
                    Corporate
      Existence

                  	 	
                    56

                  
	
                    Section
      4.15.

                  	
                    Offer
      to Repurchase Upon Change of Control

                  	 	
                    56

                  
	
                    Section
      4.16.

                  	
                    No
      Inducements

                  	 	
                    59

                  
	
                    Section
      4.17.

                  	
                    Permitted
      Business Activities

                  	 	
                    59

                  
	
                    Section
      4.18.

                  	
                    Covenant
      Termination

                  	 	
                    59

                  
	
                    Section
      4.19.

                  	
                    Designation
      of Restricted and Unrestricted Subsidiaries

                  	 	
                    60

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      5 SUCCESSORS

                  	 	
                    60

                  
	
                    Section
      5.01.

                  	
                    Merger,
      Consolidation, or Sale of Assets

                  	 	
                    60

                  
	
                    Section
      5.02.

                  	
                    Successor
      Substituted

                  	 	
                    62

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      6 DEFAULTS AND REMEDIES

                  	 	
                    62

                  
	
                    Section
      6.01.

                  	
                    Events
      of Default

                  	 	
                    62

                  
	
                    Section
      6.02.

                  	
                    Acceleration

                  	 	
                    65

                  
	
                    Section
      6.03.

                  	
                    Other
      Remedies

                  	 	
                    65

                  
	
                    Section
      6.04.

                  	
                    Waiver
      of Past Defaults

                  	 	
                    65

                  
	
                    Section
      6.05.

                  	
                    Control
      by Majority

                  	 	
                    65

                  
	
                    Section
      6.06.

                  	
                    Limitation
      on Suits

                  	 	
                    66

                  
	
                    Section
      6.07.

                  	
                    Rights
      of Holders of Notes to Receive Payment

                  	 	
                    66

                  
	
                    Section
      6.08.

                  	
                    Collection
      Suit by Trustee

                  	 	
                    66

                  
	
                    Section
      6.09.

                  	
                    Trustee
      May File Proofs of Claim

                  	 	
                    67

                  
	
                    Section
      6.10.

                  	
                    Priorities

                  	 	
                    67

                  
	
                    Section
      6.11.

                  	
                    Undertaking
      for Costs

                  	 	
                    67

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      7 TRUSTEE

                  	 	
                    68

                  
	
                    Section
      7.01.

                  	
                    Duties
      of Trustee

                  	 	
                    68

                  
	
                    Section
      7.02.

                  	
                    Rights
      of Trustee

                  	 	
                    69

                  
	
                    Section
      7.03.

                  	
                    Individual
      Rights of Trustee

                  	 	
                    70

                  
	
                    Section
      7.04.

                  	
                    Trustee’s
      Disclaimer

                  	 	
                    70

                  
	
                    Section
      7.05.

                  	
                    Notice
      of Defaults

                  	 	
                    70

                  
	
                    Section
      7.06.

                  	
                    Reports
      by Trustee to Holders of the Notes

                  	 	
                    70

                  
	
                    Section
      7.07.

                  	
                    Compensation
      and Indemnity

                  	 	
                    70

                  
	
                    Section
      7.08.

                  	
                    Replacement
      of Trustee

                  	 	
                    71

                  
	
                    Section
      7.09.

                  	
                    Successor
      Trustee by Merger, etc

                  	 	
                    72

                  
	
                    Section
      7.10.

                  	
                    Eligibility;
      Disqualification

                  	 	
                    73

                  
	
                    Section
      7.11.

                  	
                    Preferential
      Collection of Claims Against Issuers

                  	 	
                    73

                  
	 
      	 
      	 	 
      
	
                    ARTICLE
      8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                  	 	
                    73

                  
	
                    Section
      8.01.

                  	
                    Option
      to Effect Legal Defeasance or Covenant Defeasance

                  	 	
                    73

                  
	
                    Section
      8.02.

                  	
                    Legal
      Defeasance and Discharge

                  	 	
                    73

                  
	
                    Section
      8.03.

                  	
                    Covenant
      Defeasance

                  	 	
                    74

                  
	
                    Section
      8.04.

                  	
                    Conditions
      to Legal or Covenant Defeasance

                  	 	
                    74

                  
	
                    Section
      8.05.

                  	
                    Deposited
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions

                  	 	
                    75

                  
	
                    Section
      8.06.

                  	
                    Repayment
      to Issuers

                  	 	
                    76

                  


          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    Section
      8.07.      

                  	
                    Reinstatement

                  	 	
                    76

                  
	
                    Section
      8.08.

                  	
                    Discharge

                  	 	
                    77

                  
	 
      	 	 
      
	
                    ARTICLE
      9 AMENDMENT, SUPPLEMENT AND WAIVER

                  	 	
                    78

                  
	
                    Section
      9.01.

                  	
                    Without
      Consent of Holders of Notes

                  	 	
                    78

                  
	
                    Section
      9.02.

                  	
                    With
      Consent of Holders of Notes

                  	 	
                    79

                  
	
                    Section
      9.03.

                  	
                    Compliance
      with Trust Indenture Act

                  	 	
                    80

                  
	
                    Section
      9.04.

                  	
                    Effect
      of Consents

                  	 	
                    80

                  
	
                    Section
      9.05.

                  	
                    Notation
      on or Exchange of Notes

                  	 	
                    80

                  
	
                    Section
      9.06.

                  	
                    Trustee
      to Sign Amendments, etc

                  	 	
                    80

                  
	 
      	 	 
      
	
                    ARTICLE
      10 GUARANTEES OF NOTES

                  	 	
                    81

                  
	
                    Section
      10.01.

                  	
                    Subsidiary
      Guarantees

                  	 	
                    81

                  
	
                    Section
      10.02.

                  	
                    [Reserved]

                  	 	
                    82

                  
	
                    Section
      10.03.

                  	
                    Guarantors
      May Consolidate, etc., on Certain Terms

                  	 	
                    82

                  
	
                    Section
      10.04.

                  	
                    Releases
      of Subsidiary Guarantees

                  	 	
                    82

                  
	
                    Section
      10.05.

                  	
                    [Reserved]

                  	 	
                    83

                  
	
                    Section
      10.06.

                  	
                    Limitation
      on Guarantor Liability

                  	 	
                    83

                  
	 
      	 	 
      
	
                    ARTICLE
      11 MISCELLANEOUS

                  	 	
                    83

                  
	
                    Section
      11.01.

                  	
                    Trust
      Indenture Act Controls

                  	 	
                    83

                  
	
                    Section
      11.02.

                  	
                    Notices

                  	 	
                    83

                  
	
                    Section
      11.03.

                  	
                    Communication
      by Holders of Notes with Other Holders of Notes

                  	 	
                    85

                  
	
                    Section
      11.04.

                  	
                    Certificate
      and Opinion as to Conditions Precedent

                  	 	
                    85

                  
	
                    Section
      11.05.

                  	
                    Statements
      Required in Certificate or Opinion

                  	 	
                    85

                  
	
                    Section
      11.06.

                  	
                    Rules
      by Trustee and Agents

                  	 	
                    86

                  
	
                    Section
      11.07.

                  	
                    No
      Personal Liability of Directors, Officers, Employees and
      Unitholders

                  	 	
                    86

                  
	
                    Section
      11.08.

                  	
                    Governing
      Law

                  	 	
                    86

                  
	
                    Section
      11.09.

                  	
                    No
      Adverse Interpretation of Other Agreements

                  	 	
                    86

                  
	
                    Section
      11.10.

                  	
                    Successors

                  	 	
                    86

                  
	
                    Section
      11.11.

                  	
                    Severability

                  	 	
                    86

                  
	
                    Section
      11.12.

                  	
                    Table
      of Contents, Headings, etc

                  	 	
                    86

                  
	
                    Section
      11.13.

                  	
                    Counterparts

                  	 	
                    87

                  
	
                    Section
      11.14.

                  	
                    Acts
      of Holders

                  	 	
                    87

                  
	
                    Section
      11.15.

                  	
                    Patriot
      Act

                  	 	
                    88

                  


          

        

      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    


    APPENDIX,
SCHEDULE AND ANNEX

     

    
      
        
          
            	
                    RULE
      144A/REGULATION S APPENDIX

                  	 	
                    App.
      - 1

                  
	 
      	 
      	 	 
      
	 
      	
                    EXHIBIT
      1   Form of Initial Note

                  	 	      
                    Ex.
      1 to App. - 1

                  
	 
      	
                    EXHIBIT
      A  Form of Exchange Note

                  	 	      
                    Ex.
      A to App. - 1

                  
	 
      	 
      	 	 
      
	
                    SCHEDULE
      I   

                  	
                    Agreements
      with Affiliates

                  	 	
                    S-1

                  
	 
      	 
      	 	 
      
	
                    ANNEX
      A

                  	
                    Form
      of Supplemental Indenture

                  	 	
                    A -
      1

                  


          

        

      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    This
Indenture, dated as October 6, 2010, is among BreitBurn Energy Partners L.P., a
Delaware limited partnership (the “Company”), BreitBurn Finance Corporation, a
Delaware corporation (“Finance Corp.” and, together with the Company, the
“Issuers”), the guarantors listed on the signatures page hereof (each, a
“Guarantor” and, collectively, the “Guarantors”) and U.S. Bank National
Association, a national banking association, as trustee (the
“Trustee”).

     

    The
Issuers, the Guarantors and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Issuers’
Initial Notes, Exchange Notes and Additional Notes:

     

    ARTICLE
1

    DEFINITIONS
AND INCORPORATION

    BY
REFERENCE

     

    Section
1.01.       Definitions.

     

    “Acquired Debt” means, with
respect to any specified Person:

     

    (1)     
Indebtedness of any other Person existing at the time such other Person was
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person, but excluding Indebtedness which is extinguished, retired or
repaid in connection with such Person merging with or into or becoming a
Subsidiary of such specified Person; and

     

    (2)     
Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.

     

    “Additional Assets”
means:

     

    (1)     
any assets used or useful in the Oil and Gas Business, other than Indebtedness
or Capital Stock;

     

    (2)     
the Capital Stock of a Person that becomes a Restricted Subsidiary as a result
of the acquisition of such Capital Stock by the Company or any of its Restricted
Subsidiaries; or

     

    (3)     
Capital Stock constituting a minority interest in any Person that at such time
is a Restricted Subsidiary;

     

    provided,
however, that any such Restricted Subsidiary described in clause (2) or (3) is
primarily engaged in the Oil and Gas Business.

     

    “Additional Interest” means
all Additional Interest then owing pursuant to Section 5 of the Registration
Rights Agreement referred to in clause (1) of the definition of “Registration
Rights Agreement” in the Appendix.  Unless the context indicates
otherwise, all references to “interest” in this Indenture or the Notes shall be
deemed to include any Additional Interest.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    “Additional Notes” means,
subject to the Company’s compliance with Section 4.09, 8.625% Senior Notes due
2020 issued from time to time after the Initial Issuance Date under the terms of
this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this
Indenture and other than Exchange Notes issued pursuant to an exchange offer for
other Notes outstanding under this Indenture).

     

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

     

    (1)        
the sum of:

     

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

     

    (i)     
estimated proved crude oil and natural gas reserves of such Person and its
Restricted Subsidiaries attributable to acquisitions consummated since the date
of such reserve report, which reserves were not reflected in such reserve
report, and

     

    (ii)     estimated
crude oil and natural gas reserves of such Person and its Restricted
Subsidiaries attributable to extensions, discoveries and other additions and
upward revisions of estimates of proved crude oil and natural gas reserves
(including previously estimated development costs incurred during the period and
the accretion of discount since the prior period end) due to exploration,
development or exploitation, production or other activities which would, in
accordance with standard industry practice, cause such revisions, in the case of
clauses (i) and (ii) calculated in accordance with SEC guidelines (utilizing the
prices utilized in such year-end reserve report),

     

    and
decreased by, as of the date of determination, the estimated discounted future
net revenue attributable to:

     

    (A)     
estimated proved crude oil and natural gas reserves of such Person and its
Restricted Subsidiaries reflected in such reserve report produced or disposed of
since the date of such reserve report, and

     

    (B)     
reductions in the estimated crude oil and natural gas reserves of such Person
and its Restricted Subsidiaries reflected in such reserve report since the date
of such reserve report due to changes in geological conditions or other factors
which would, in accordance with standard industry practice, cause such
revisions, in the case of clauses (A) and (B) calculated in accordance with SEC
guidelines (utilizing the prices utilized in such year-end reserve report);
provided, however, that, in the case of each of the determinations made pursuant
to clauses (i), (ii), (A) and (B) above, such increases and decreases shall be
estimated by the Company’s petroleum engineers;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


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

     

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

     

    (d)       
the greater of:

     

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

     

    (ii)     the
appraised value, as estimated by independent appraisers, of other tangible
assets of such Person and its Restricted Subsidiaries as of a date no earlier
than the date of such Person’s latest available annual or quarterly financial
statements (provided that such Person shall not be required to obtain such an
appraisal of such assets if no such appraisal has been performed);

     

    minus

     

    (2)        
the sum of:

     

    (a)       
Minority Interests;

     

    (b)       
to the extent not otherwise taken into account in determining Adjusted
Consolidated Net Tangible Assets, any net natural gas balancing liabilities of
such Person and its Restricted Subsidiaries reflected in such Person’s latest
audited financial statements;

     

    (c)       
to the extent included in clause (1)(a) above, the discounted future net
revenue, calculated in accordance with SEC guidelines (utilizing the prices
utilized in such Person’s year end reserve report), attributable to reserves
subject to participation interests, overriding royalty interests or other
interests of third parties, pursuant to participation, partnership, vendor
financing or other agreements then in effect, or which otherwise are required to
be delivered to third parties;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (d)       
to the extent included in clause (1)(a) above, the discounted future net revenue
calculated in accordance with SEC guidelines (utilizing the prices utilized in
such Person’s year end reserve report), attributable to reserves that are
required to be delivered to third parties to fully satisfy the obligations of
such Person and its Restricted Subsidiaries with respect to Volumetric
Production Payments on the schedules specified with respect thereto;
and

     

    (e)      
the discounted future net revenue, calculated in accordance with SEC guidelines,
attributable to reserves subject to Dollar-Denominated Production Payments that,
based on the estimates of production and price assumptions included in
determining the discounted future net revenue specified in clause (1)(a) above,
would be necessary to satisfy fully the obligations of such Person and its
Restricted Subsidiaries with respect to Dollar-Denominated Production Payments
on the schedules specified with respect thereto.

     

    “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; provided, however, that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control by the other Person; and
further, that any third Person which also beneficially owns 10% or more of the
Voting Stock of a specified Person shall not be deemed to be an Affiliate of
either the specified Person or the other Person merely because of such common
ownership in such specified Person.  For purposes of this definition,
the terms “controlling,” “controlled by” and “under common control with” have
correlative meanings.

     

    “Agent” means any Registrar or
Paying Agent.

     

    “Agent Members” has the
meaning provided in the Appendix.

     

    “Applicable Law,” except as
the context may otherwise require, means all applicable laws, rules,
regulations, ordinances, judgments, decrees, injunctions, writs and orders of
any court or governmental or congressional agency or authority and rules,
regulations, orders, licenses and permits of any United States federal, state,
municipal, regional, or other governmental body, instrumentality, agency or
authority.

     

    “Applicable Procedures” means,
with respect to any transfer or exchange of beneficial interests in a Global
Note, the rules and procedures of the Depository that apply to such transfer and
exchange.

     

    “Asset Sale”
means:

     

    (1)     
the sale, lease, conveyance or other disposition of any properties or assets
(including by way of a Production Payment or a Sale and Leaseback Transaction);
provided, however, that the disposition of all or substantially all of the
properties or assets of the Company and its Restricted Subsidiaries taken as a
whole will be governed by the provisions of Section 4.15 and/or the
provisions of Section 5.01 and not by the provisions of Section 4.10;
and


    
      
         


      

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

     

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

     

    (1)     
any single transaction or series of related transactions that involves
properties or assets having a fair market value of less than $10.0
million;

     

    (2)     
a transfer of assets between or among any of the Company and its Restricted
Subsidiaries,

     

    (3)     
an issuance or sale of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary;

     

    (4)     
the sale, lease or other disposition of equipment, inventory, products, accounts
receivable or other properties or assets in the ordinary course of
business;

     

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

     

    (6)     
a disposition of properties or assets that constitutes (or results in by virtue
of the consideration received for such disposition) either a Restricted Payment
that is permitted by Section 4.07 or a Permitted Investment;

     

    (7)     
a disposition of Hydrocarbons or mineral products inventory in the ordinary
course of business;

     

    (8)     
the sale or transfer (whether or not in the ordinary course of business) of
crude oil and natural gas properties or direct or indirect interests in real
property; provided that at the time of such a sale or transfer such properties
do not have associated with them any proved reserves;

     

    (9)     
the farm-out, lease or sublease of developed or undeveloped crude oil or natural
gas properties owned or held by the Company or any Restricted Subsidiary in
exchange for crude oil and natural gas properties owned or held by another
Person;

     

    (10)     the
creation or perfection of a Lien that is not prohibited by
Section 4.12;

     

    (11)     dispositions
in connection with Permitted Liens;

     

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

     

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


    
      
         


      

      
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    (14)     an
Asset Swap; and

     

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

     

    “Asset Swap” means any
substantially contemporaneous (and in any event occurring within 180 days of
each other) purchase and sale or exchange of any assets or properties used or
useful in the Oil and Gas Business between the Company or any of its Restricted
Subsidiaries and another Person; provided that any cash received must be applied
in accordance with Section 4.10 as if the Asset Swap were an Asset
Sale.

     

    “Attributable Debt” in respect
of a Sale and Leaseback Transaction means, at the time of determination, the
present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction
including any period for which such lease has been extended or may, at the
option of the lessor, be extended.  Such present value shall be
calculated using a discount rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP.  As used in the
preceding sentence, the “net rental payments” under any lease for any such
period shall mean the sum of rental and other payments required to be paid with
respect to such period by the lessee thereunder, excluding any amounts required
to be paid by such lessee on account of maintenance and repairs, insurance,
taxes, assessments, water rates or similar charges.  In the case of
any lease that is terminable by the lessee upon payment of penalty, such net
rental payment shall also include the amount of such penalty, but no rent shall
be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated.

     

    “Available Cash” has the
meaning assigned to such term in the Partnership Agreement, as in effect on the
date of this Indenture.

     

    “Bankruptcy Law” means Title
11, United States Code, as may be amended from time to time, or any similar
federal or state law for the relief of debtors.

     

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

     

    “Board of Directors”
means:

     

    (1)     
with respect to Finance Corp., the board of directors of Finance
Corp.;


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (2)     
with respect to the Company, the board of directors of the General Partner or
any authorized committee thereof; and

     

    (3)     
with respect to any other Person, the board or committee of such Person serving
a similar function.

     

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

     

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

     

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

     

    “Capital Stock” means:

     

    (1)     
in the case of a corporation, corporate stock;

     

    (2)     
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

     

    (3)     
in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and

     

    (4)     
any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

     

    “Cash Equivalents” means:

     

    (1)     
United States dollars;

     

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

     

    (3)     
marketable general obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition thereof, having a credit rating of “A”
or better from either S&P or Moody’s;


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (4)     
certificates of deposit, demand deposits and eurodollar time deposits with
maturities of one year or less from the date of acquisition, bankers’
acceptances with maturities not exceeding one year and overnight bank deposits,
in each case, with any lender party to the Credit Agreement or with any domestic
commercial bank having capital and surplus in excess of $500.0 million and a
Thomson Bank Watch Rating of “B” or better;

     

    (5)     
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2), (3) and (4) above entered into
with any financial institution meeting the qualifications specified in clause
(4) above;

     

    (6)     
commercial paper having one of the two highest ratings obtainable from Moody’s
or S&P and in each case maturing within six months after the date of
acquisition; and

     

    (7)     
money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (6) of this
definition.

     

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

     

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

     

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

     

    (3)     
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any “person” (as that term is used
in Section 13(d)(3) of the Exchange Act), excluding the Qualifying Owners,
becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of the General Partner, measured by voting power rather than number
of shares, units or the like;

     

    (4)     
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any “person” (as that term is used
in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly
or indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares, units or the like; or

     

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


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Notwithstanding
the preceding, a conversion of the Company or any of its Restricted Subsidiaries
from a limited partnership, corporation, limited liability company or other form
of entity to a limited liability company, corporation, limited partnership or
other form of entity or an exchange of all of the outstanding Equity Interests
in one form of entity for Equity Interests in another form of entity shall not
constitute a Change of Control, so long as following such conversion or exchange
the “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) who
Beneficially Owned the Capital Stock of the Company immediately prior to such
transactions continue to Beneficially Own in the aggregate more than 50% of the
Voting Stock of such entity, or continue to Beneficially Own sufficient Equity
Interests in such entity to elect a majority of its directors, managers,
trustees or other persons serving in a similar capacity for such entity or its
general partner, as applicable, and, in either case no “person” Beneficially
Owns more than 50% of the Voting Stock of such entity or its general partner, as
applicable.

     

    “Clearstream” means
Clearstream Banking, société
anonyme, or any successor securities clearing agency.

     

    “Code” means the Internal
Revenue Code of 1986, as amended from time to time, and any successor
statute.

     

    “Commission” or “SEC” means the Securities and
Exchange Commission.

     

    “Consolidated Cash Flow”
means, with respect to any specified Person for any period, the Consolidated Net
Income of such Person for such period plus:

     

    (1)     
an amount equal to any net loss realized by such Person or any of its Restricted
Subsidiaries in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus

     

    (2)     
provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus

     

    (3)     
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued and whether or not capitalized (excluding
any interest attributable to Dollar-Denominated Production Payments but
including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, imputed interest with respect to Attributable
Debt, commissions, discounts and other fees and charges incurred in respect of
letter of credit or bankers’ acceptance financings) and net of the effect of all
payments made or received pursuant to interest rate Hedging Contracts, to the
extent that any such expense was deducted in computing such Consolidated Net
Income; plus

     

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


    
      
         


      

      
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    (5)     
unrealized non-cash losses resulting from foreign currency balance sheet
adjustments required by GAAP to the extent such losses were deducted in
computing such Consolidated Net Income; plus

     

    (6)     
all extraordinary, unusual or non-recurring items of gain or loss, or revenue or
expense; minus

     

    (7)     
non-cash items increasing such Consolidated Net Income for such period, other
than items that were accrued in the ordinary course of business; and
minus

     

    (8)     
to the extent increasing such Consolidated Net Income for such period, the sum
of (a) the amount of deferred revenues that are amortized during such period and
are attributable to reserves that are subject to Volumetric Production Payments
and (b) amounts recorded in accordance with GAAP as repayments of principal and
interest pursuant to Dollar-Denominated Production Payments,

     

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

     

    “Consolidated Net Income”
means, with respect to any specified Person for any period, the aggregate of the
Net Income of such Person and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP, provided
that:

     

    (1)     
the Net Income (but not loss) of any Person that is not a Restricted Subsidiary
or that is accounted for by the equity method of accounting will be included,
but only to the extent of the amount of dividends or distributions paid in cash
to the specified Person or a Restricted Subsidiary of the Person;

     

    (2)     
the Net Income of any Restricted Subsidiary will be excluded to the extent that
the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of that Net Income is not at the date of determination
permitted without any prior governmental approval (that has not been obtained)
or, directly or indirectly, by operation of the terms of its charter or any
judgment, decree, order, statute, rule or governmental regulation applicable to
that Restricted Subsidiary or its stockholders, partners or
members;

     

    (3)     
the cumulative effect of a change in accounting principles will be
excluded;

     

    (4)     
any gain (loss) realized upon the sale or other disposition of any property,
plant or equipment of such Person or its consolidated Restricted Subsidiaries
(including pursuant to any Sale and Leaseback Transaction) which is not sold or
otherwise disposed of in the ordinary course of business and any gain (loss)
realized upon the sale or other disposition of any Capital Stock of any Person
will be excluded;


    
      
         


      

      
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    (5)     
any asset impairment writedowns on oil and gas properties under GAAP or SEC
guidelines will be excluded;

     

    (6)     
unrealized losses and gains under Hedging Contracts included in the
determination of Consolidated Net Income, including, without limitation those
resulting from the application of the Financial Accounting Standards Board
Accounting Standards Codification (ASC) 815, will be excluded; and

     

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

     

    “Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the
General Partner who:

     

    (1)     
was a member of such Board of Directors on the date of this Indenture;
or

     

    (2)     
was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board at the time of such nomination or election.

     

    “Corporate Trust Office of the
Trustee” means the office of the Trustee in the City of New York at which
at any time its corporate trust business shall be administered, which office at
the date hereof is located at 100 Wall Street, Suite 1600, New York, New York,
10005, Attn: Corporate Trust Administration, or such other address in the
City of New York as the Trustee may designate from time to time by notice to the
Holders and the Issuers, or the principal corporate trust office in the City of
New York of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the
Issuers).

     

    “Credit Agreement” means that
certain Second Amended and Restated Credit Agreement, dated as of May 7, 2010,
by and among the Operating Partnership, as borrower, the Company, as parent
guarantor, and Wells Fargo Bank, National Association, as administrative agent,
and the other lenders party thereto, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, restated, modified, renewed, refunded,
replaced or refinanced from time to time.

     

    “Credit Facilities” means one
or more debt facilities (including, without limitation, the Credit Agreement),
commercial paper facilities or secured capital markets financings, in each case
with banks or other institutional lenders or institutional investors providing
for revolving credit loans, term loans, receivables financing (including through
the sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables), letters of credit or secured
capital markets financings, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced (including refinancing with any
capital markets transaction) in whole or in part from time to time.

     

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


    
      
         


      

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

     

    “Depository” has the meaning
provided in the Appendix.

     

    “Disqualified Stock” means any
Capital Stock that, by its terms (or by the terms of any security into which it
is convertible, or for which it is exchangeable, in each case at the option of
the holder of the Capital Stock), or upon the happening of any event, matures or
is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
or redeemable at the option of the holder of the Capital Stock, in whole or in
part, on or prior to the date that is 91 days after the date on which the Notes
mature.  Notwithstanding the preceding sentence, any Capital Stock
that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase or redeem such
Capital Stock upon the occurrence of a change of control or an asset sale will
not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Company may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption complies with Section
4.07.

     

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

     

    “Domestic Subsidiary” means
any Restricted Subsidiary of the Company that was formed under the laws of the
United States or any state of the United States or the District of Columbia and
all of whose outstanding Capital Stock is Beneficially Owned by the
Company.

     

    “Equity Interests” means
Capital Stock and all warrants, options or other rights to acquire Capital Stock
(but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).

     

    “Equity Offering” means any
public or private sale of Capital Stock (other than Disqualified Stock) made for
cash on a primary basis by the Company after the date of this Indenture,
provided that at any time on or after a Change of Control, any sale of Capital
Stock to an Affiliate of the Company shall not be deemed an Equity
Offering.

     

    “Euroclear” means the
Euroclear System or any successor securities clearing agency.

     

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

     

    “Exchange Notes” has the
meaning specified in the Appendix.

     

    “Existing Indebtedness” means
the aggregate principal amount of Indebtedness of the Company and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement which is
considered incurred under the first paragraph of Section 4.09 and other than
intercompany indebtedness) in existence on the date of this Indenture, until
such amounts are repaid.

     

    The term
“fair market value”
means the value that would be paid by a willing buyer to an unaffiliated willing
seller in a transaction not involving distress or necessity of either party,
determined in good faith by the Board of Directors of the Company in the case of
amounts of $20.0 million or more and otherwise by an officer of the General
Partner.


    
      
         


      

      
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    “Fixed Charge Coverage Ratio”
means with respect to any specified Person for any four-quarter reference
period, the ratio of the Consolidated Cash Flow of such Person for such period
to the Fixed Charges of such Person for such period.  In the event
that the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the applicable four-quarter reference period
and on or prior to the date on which the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed
Charge Coverage Ratio will be calculated giving pro forma effect to such
incurrence, assumption, guarantee, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or redemption of preferred stock, and
the use of the proceeds therefrom as if the same had occurred at the beginning
of such period.  If any indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on such Indebtedness
will be calculated as if the average rate in effect from the beginning of such
period to the Calculation Date had been the applicable rate for the entire
period (taking into account any interest Hedging Contract applicable to such
Indebtedness, but if the remaining term of such interest Hedging Contract is
less than 12 months, then such interest Hedging Contract shall only be taken
into account for that portion of the period equal to the remaining term
thereof).  If any Indebtedness that is being given pro forma effect
bears an interest rate at the option of such Person, the interest rate shall be
calculated by applying such optional rate chosen by such Person. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as such Person may
designate.

     

    In
addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

     

    (1)     
acquisitions that have been made by the specified Person or any of its
Restricted Subsidiaries, including through mergers, consolidations or otherwise
(including acquisitions of assets used in the Oil and Gas Business), and
including in each case any related financing transactions (including repayment
of Indebtedness) during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date, will be given pro
forma effect as if they had occurred on the first day of the four-quarter
reference period, including any Consolidated Cash Flow and any pro forma expense
and cost reductions that have occurred or are reasonably expected to occur
within the next 12 months, in the reasonable judgment of the chief financial or
accounting officer of the General Partner (regardless of whether those cost
savings or operating improvements could then be reflected in pro forma financial
statements in accordance with Regulation S-X promulgated under the Securities
Act or any other regulation or policy of the Commission related
thereto);

     

    (2)     
the Consolidated Cash Flow attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of prior to the Calculation Date, will be
excluded;


    
      
         


      

      
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    (3)     
the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests
therein) disposed of prior to the Calculation Date, will be excluded, but only
to the extent that the obligations giving rise to such Fixed Charges will not be
obligations of the specified Person or any of its Restricted Subsidiaries
following the Calculation Date;

     

    (4)     
any Person that is a Restricted Subsidiary of the specified Person on the
Calculation Date will be deemed to have been a Restricted Subsidiary of the
specified Person at all times during such four-quarter period;

     

    (5)     
any Person that is not a Restricted Subsidiary of the specified Person on the
Calculation Date will be deemed not to have been a Restricted Subsidiary of the
specified Person at any time during such four-quarter period; and

     

    (6)     
interest income reasonably anticipated by such Person to be received during the
applicable four-quarter period from cash or Cash Equivalents held by such Person
or any Restricted Subsidiary of such Person, which cash or Cash Equivalents
exist on the Calculation Date or will exist as a result of the transaction
giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be
included.

     

    “Fixed Charges” means, with
respect to any specified Person for any period, the sum, without duplication,
of:

     

    (1)     
the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued (excluding any interest attributable to
Dollar-Denominated Production Payments but including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers’ acceptance financings), and net of the effect of all payments made or
received pursuant to interest rate Hedging Contracts; plus

     

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

     

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

     

    (4)     
all dividends, whether paid or accrued and whether or not in cash, on any series
of Disqualified Stock of such Person or on any series of preferred securities of
its Restricted Subsidiaries, other than dividends payable solely in Equity
Interests of the payor (other than Disqualified Stock) or to such Person or a
Restricted Subsidiary of such Person,

     

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


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    “Foreign Subsidiary” means any
Restricted Subsidiary of the Company that (a) is not a Domestic Subsidiary and
(b) has 50% or more of its consolidated assets located outside the United States
or any territory thereof.

     

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

     

    “General Partner” means
BreitBurn GP, LLC, a Delaware limited liability company, and its successors and
permitted assigns as general partner of the Company or as the business entity
with the ultimate authority to manage the business and operations of the
Company.

     

    “Global Note” has the meaning
provided in the Appendix.

     

    “Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of
America for the payment of which guarantee or obligations the full faith and
credit of the United States is pledged.

     

    The term
“guarantee” means a
guarantee other than by endorsement of negotiable instruments for collection in
the ordinary course of business, direct or indirect, in any manner including,
without limitation, by way of a pledge of assets, acting as co-obligor or
through letters of credit or reimbursement agreements in respect thereof, of all
or any part of any Indebtedness.  When used as a verb, “guarantee” has
a correlative meaning.

     

    “Guarantors” means each of (a)
the Subsidiaries of the Company, other than Finance Corp., executing this
Indenture as initial Guarantors, (b) any other Restricted Subsidiary of the
Company that executes a supplement to this Indenture in accordance with Section
4.13 or 10.03 hereof and (c) the respective successors and assigns of such
Restricted Subsidiaries, as required under Article 10 hereof, in each case until
such time as any such Restricted Subsidiary shall be released and relieved of
its obligations pursuant to Section 8.02, 8.03 or 10.04 hereof.

     

    “Hedging Contracts”“ means,
with respect to any specified Person:

     

    (1)     
interest rate swap agreements, interest rate cap agreements and interest rate
collar agreements entered into with one or more financial institutions and
designed to protect the Person or any of its Restricted Subsidiaries entering
into the agreement against fluctuations in interest rates with respect to
Indebtedness incurred;

     

    (2)     
foreign exchange contracts and currency protection agreements entered into with
one or more financial institutions and designed to protect the Person or any of
its Restricted Subsidiaries entering into the agreement against fluctuations in
currency exchanges rates with respect to Indebtedness incurred;

     

    (3)     
any commodity futures contract, commodity option or other similar agreement or
arrangement designed to protect against fluctuations in the price of
Hydrocarbons used, produced, processed or sold by that Person or any of its
Restricted Subsidiaries at the time; and


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (4)     
other agreements or arrangements designed to protect such Person or any of its
Restricted Subsidiaries against fluctuations in interest rates, commodity prices
or currency exchange rates,

     

    and in
each case are entered into only in the normal course of business and not for
speculative purposes.

     

    “Holder” or “Noteholder” means a Person in
whose name a Note is registered.

     

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

     

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

     

    (1)     
in respect of borrowed money;

     

    (2)     
evidenced by bonds, notes, debentures or similar instruments;

     

    (3)     
in respect of all outstanding letters of credit issued for the account of such
Person that support obligations that constitute Indebtedness (provided that the
amount of such letters of credit included in Indebtedness shall not exceed the
amount of the Indebtedness being supported) and, without duplication, the
unreimbursed amount of all drafts drawn under letters of credit issued for the
account of such Person;

     

    (4)     
in respect of bankers’ acceptances;

     

    (5)     
representing Capital Lease Obligations or Attributable Debt in respect of Sale
and Leaseback Transactions;

     

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

     

    (7)     
representing any obligations under Hedging Contracts,

     

    if and to
the extent any of the preceding items (other than letters of credit and
obligations under Hedging Contracts) would appear as a liability upon a balance
sheet of the specified Person prepared in accordance with GAAP.  In
addition, the term “Indebtedness” includes all Indebtedness of other Persons
secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person) and, to the extent not
otherwise included, the guarantee by the specified Person of any Indebtedness of
any other Person (including, with respect to any Production Payment, any
warranties or guarantees of production or payment by such Person with respect to
such Production Payment, but excluding other contractual obligations of such
Person with respect to such Production Payment).  For the avoidance of
doubt, the term “Indebtedness” excludes any obligation arising from any
agreement providing for indemnities, purchase price adjustments, holdbacks,
contingency payment obligations based on the performance of the acquired or
disposed assets or similar obligations (other than guarantees of Indebtedness)
incurred by the specified Person in connection with the acquisition or
disposition of assets.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


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

     

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

     

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

     

    (3)     
the principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other
Indebtedness.

     

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

     

    “Initial Issuance Date” means
October 6, 2010.

     

    “Initial Notes” has the
meaning provided in the Appendix.

     

    “Initial Purchasers” has the
meaning provided in the Appendix.

     

    “Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and
BBB- (or the equivalent) by S&P.

     

    “Investments” means, with
respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the forms of loans (including guarantees
or other obligations), advances or capital contributions (excluding
(1) commission, travel and similar advances to officers and employees made
in the ordinary course of business and (2) advances to customers in the
ordinary course of business that are recorded as accounts receivable on the
balance sheet of the lender), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.  If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Restricted Subsidiary
of the Company, the Company will be deemed to have made an Investment on the
date of any such sale or disposition in an amount equal to the fair market value
of the Equity Interests of such Restricted Subsidiary not sold or disposed of in
an amount determined as provided in the final paragraph of Section
4.07.  The acquisition by the Company or any Subsidiary of the Company
of a Person that holds an Investment in a third Person will be deemed to be an
Investment made by the Company or such Subsidiary in such third Person in an
amount equal to the fair market value of the Investment held by the acquired
Person in such third Person on the date of any such acquisition in an amount
determined as provided in the final paragraph of Section 4.07.

     

    “Joint Venture” means any
Person that is not a direct or indirect Subsidiary of the Company in which the
Company or any of its Restricted Subsidiaries makes any
Investment.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    “Legal Holiday” means any
calendar day other than a Business Day.  If a payment date is a Legal
Holiday, payment may be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

     

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

     

    “Make Whole Premium” means,
with respect to a Note at any time, the excess, if any, of (a) the present
value at such time of (i) the redemption price of such Note at October
15, 2015 pursuant to Section 3.07(a) plus (ii) any required interest
payments due on such Note through October 15, 2015 (except for currently
accrued and unpaid interest), computed using a discount rate equal to the
Treasury Rate plus 50 basis points, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months),
over (b)  the principal amount of such Note.

     

    “Minority Interest” means the
percentage interest represented by any Capital Stock of a Restricted Subsidiary
of the Company that is not owned by the Company or a Restricted Subsidiary of
the Company.

     

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

     

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

     

    (1)     
any gain (but not loss), together with any related provision for taxes on such
gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or the extinguishment of any
Indebtedness of such Person; and

     

    (2)     
any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss).

     

    “Net Proceeds” means the
aggregate cash proceeds received by the Company or any of its Restricted
Subsidiaries in respect of any Asset Sale (including, without limitation, any
cash received upon the sale or other disposition of any non-cash consideration
received in any Asset Sale), net of:

     

    (1)     
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, severance
costs and any relocation expenses incurred as a result of the Asset
Sale,


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (2)     
taxes paid or payable as a result of the Asset Sale, in each case, after taking
into account any available tax credits or deductions and any tax sharing
arrangements,

     

    (3)     
amounts required to be applied to the repayment of Indebtedness secured by a
Lien on the properties or assets that were the subject of such Asset Sale,
and

     

    (4)     
any amounts to be set aside in any reserve established in accordance with GAAP
or any amount placed in escrow, in either case for adjustment in respect of the
sale price of such properties or assets or for liabilities associated with such
Asset Sale and retained by the Company or any of its Restricted Subsidiaries
until such time as such reserve is reversed or such escrow arrangement is
terminated, in which case Net Proceeds shall include only the amount of the
reserve so reversed or the amount returned to the Company or its Restricted
Subsidiaries from such escrow arrangement, as the case may be.

     

    “Net Working Capital” means,
with respect to any specified Person, (a) all current assets of such Person and
its Restricted Subsidiaries, except current assets from commodity price risk
management activities arising in the ordinary course of business, less (b) all
current liabilities of such Person and its Restricted Subsidiaries, except (i)
current liabilities included in Indebtedness, (ii) current liabilities
associated with asset retirement obligations relating to oil and gas properties
and (iii) any current liabilities from commodity price risk management
activities arising in the ordinary course of business, in each case as set forth
in the consolidated financial statements of such Person prepared in accordance
with GAAP (excluding any adjustments made pursuant to Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC)
815).

     

    “Non-Recourse Debt” means
Indebtedness:

     

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

     

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

     

    (3)     
as to which the lenders have been notified in writing that they will not have
any recourse to the Capital Stock or assets of the Company or any of its
Restricted Subsidiaries except as contemplated by clause (9) of the definition
of Permitted Liens.

     

    For
purposes of determining compliance with Section 4.09, in the event that any
Non-Recourse Debt of any of the Company’s Unrestricted Subsidiaries ceases to be
Non-Recourse Debt of such Unrestricted Subsidiary, such event will be deemed to
constitute an incurrence of Indebtedness by a Restricted Subsidiary of the
Company.

    
 

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Notes” has the meaning
specified in the Appendix.

     

    “Notes Custodian” has the
meaning specified in the Appendix.  

     

    “Obligations” means any
principal, premium, if any, interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization, whether or not a
claim for post-filing interest is allowed in such proceeding), penalties, fees,
charges, expenses, indemnifications, reimbursement obligations, damages,
guarantees, and other liabilities or amounts payable under the documentation
governing any Indebtedness or in respect thereto.

     

    “Offering Memorandum” means
the offering memorandum of the Issuers dated October 1, 2010 relating
to the offering of the Initial Notes.

     

    “Officer” means, with respect
to any Person, the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary or any Vice President of such Person.

     

    “Officers’ Certificate” means
a certificate signed on behalf of each of the Company and Finance Corp. by two
of its Officers, one of whom, in the case of any Officers’ Certificate delivered
pursuant to Section 4.04, must be the principal executive officer, the principal
financial officer, or the principal accounting officer of the Company or Finance
Corp., as the case may be, that, in each case, meets the requirements of
Section 11.05 hereof.

     

    “Oil and Gas Business”
means:

     

    (1)     
the acquisition, exploration, development, production, operation and disposition
of interests in oil, gas and other Hydrocarbon properties;

     

    (2)     
the gathering, marketing, treating, processing (but not refining), storing,
distributing, selling and transporting of any production from such interests or
properties;

     

    (3)     
any business relating to exploration for or development, production, treatment,
processing (but not refining), storage, transportation or marketing of, oil, gas
and other minerals and products produced in association therewith;

     

    (4)     
any other business that generates gross income that constitutes “qualifying
income” under Section 7704(d) of the Code; and

     

    (5)     
any activity that is ancillary, complementary or incidental to or necessary or
appropriate for the activities described in clauses (1) through (4) of this
definition.

     

    “Operating Partnership” means
BreitBurn Operating L.P., a Delaware limited partnership, and any successor
thereto.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    “Opinion of Counsel” means a
written opinion from legal counsel who is reasonably acceptable to the Trustee,
that meets the requirements of Section 11.05 hereof.  The counsel may
be an employee of or counsel to the Company, any Subsidiary of the Company or
the Trustee.

     

    “Partnership Agreement” means
the First Amended and Restated Agreement of Limited Partnership of the Company
dated as of October 10, 2006 as amended and in effect on the date of this
Indenture and as such may be further amended, modified or supplemented from time
to time.

     

    “Pari Passu Indebtedness”
means, with respect to any Excess Proceeds from Asset Sales, Indebtedness of an
Issuer or any Guarantor that ranks equally in right of payment with the Notes or
the Subsidiary Guarantees, as the case may be, and the terms of which require
the Company or any of its Restricted Subsidiaries to apply such Excess Proceeds
to offer to repurchase such Indebtedness.

     

    “Permitted Acquisition
Indebtedness” means Indebtedness or Disqualified Stock of the Company or
any of its Restricted Subsidiaries to the extent such Indebtedness or
Disqualified Stock was Indebtedness or Disqualified Stock of any other Person
existing at the time (a) such Person became a Restricted Subsidiary of the
Company or (b) such Person was merged or consolidated with or into the Company
or any of its Restricted Subsidiaries, provided that on the date such Person
became a Restricted Subsidiary of the Company or the date such Person was merged
or consolidated with or into the Company or any of its Restricted Subsidiaries,
as applicable, either

     

    (1)     
immediately after giving effect to such transaction on a pro forma basis as if
the same had occurred at the beginning of the applicable four-quarter period,
the Company or such Restricted Subsidiary, as applicable, would be permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09,
or

     

    (2)     
immediately after giving effect to such transaction on a pro forma basis as if
the same had occurred at the beginning of the applicable four-quarter period,
the Fixed Charge Coverage Ratio of the Company would be equal to or greater than
the Fixed Charge Coverage Ratio of the Company immediately prior to such
transaction.

     

    “Permitted Business
Investments” means Investments made in the ordinary course of, and of a
nature that is or shall have become customary in, the Oil and Gas Business,
including investments or expenditures for actively exploring for, acquiring,
developing, producing, processing, gathering, marketing or transporting
Hydrocarbons through agreements, transactions, interests or arrangements that
permit one to share risk or costs, comply with regulatory requirements regarding
local ownership or satisfy other objectives customarily achieved through the
conduct of the Oil and Gas Business jointly with third parties, including
without limitation:

     

    (1)     
direct or indirect ownership of crude oil, natural gas, other Hydrocarbon
properties or any interest therein, gathering, transportation, processing,
storage or related systems, or ancillary real property interests and interests
therein; and


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    (2)        
the entry into operating agreements, joint ventures, processing agreements,
working interests, royalty interests, mineral leases, farm-in agreements,
farm-out agreements, development agreements, production sharing agreements, area
of mutual interest agreements, contracts for the sale, transportation or
exchange of crude oil and natural gas and related Hydrocarbons and minerals,
unitization agreements, pooling arrangements, joint bidding agreements, service
contracts, partnership agreements (whether general or limited), or other similar
or customary agreements, transactions, properties, interests or arrangements,
and Investments and expenditures in connection therewith or pursuant thereto, in
each case made or entered into in the ordinary course of the Oil and Gas
Business, excluding, however, Investments in corporations and publicly traded
limited partnerships.

     

    “Permitted Investments”
means:

     

    (1)        
any Investment in the Company (including, without limitation, through purchases
of Notes) or in a Restricted Subsidiary of the Company;

     

    (2)        
any Investment in Cash Equivalents;

     

    (3)        
any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:

     

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

     

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

     

    (4)        
any Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10,
including pursuant to clause (9) of (14) of the items deemed not to be
Asset Sales under the definition of “Asset Sale;”

     

    (5)        
any Investment in any Person solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company;

     

    (6)        
any Investments received in compromise of obligations of trade creditors or
customers that were incurred in the ordinary course of business, including
pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of any trade creditor or customer, or as a result of a
foreclosure by the Company or any of its Restricted Subsidiaries with respect to
any secured Investment in default;

     

    (7)        
Hedging Contracts;

     

    (8)        
Permitted Business Investments; and

     

    (9)        
Investments in Utica having an aggregate fair market value (measured on the date
each such Investment was made and without giving effect to subsequent changes in
value), when taken together with all other Investments made pursuant to this
clause (9) that are at the time outstanding, do not exceed the greater of $25.0
million or 2.5% of the Company’s Adjusted Consolidated Net Tangible Assets;
and


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    (10)      
other Investments in any Person having an aggregate fair market value (measured
on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (10) that are at the time outstanding, do not
exceed the greater of $50.0 million or 5.0% of the Company’s Adjusted
Consolidated Net Tangible Assets.

     

    “Permitted Liens”
means:

     

    (1)        
any Lien with respect to the Credit Agreement or any other Credit
Facilities;

     

    (2)        
Liens in favor of the Company or the Guarantors;

     

    (3)        
Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Company or any Restricted Subsidiary of the
Company, provided that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not extend to any assets (other than
improvements thereon, accessions thereto and proceeds thereof) other than those
of the Person merged into or consolidated with the Company or the Restricted
Subsidiary;

     

    (4)        
Liens on property existing at the time of acquisition of the property by the
Company or any Restricted Subsidiary of the Company, provided that such Liens
were in existence prior to the contemplation of such acquisition;

     

    (5)        
any interest or title of a lessor to the property subject to a Capital Lease
Obligation;

     

    (6)        
Liens for the purpose of securing the payment of all or a part of the purchase
price of, or Capital Lease Obligations, purchase money obligations or other
payments incurred to finance the acquisition, lease, improvement or construction
of or repairs or additions to, assets or property acquired or constructed in the
ordinary course of business; provided that:

     

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

     

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

     

    (7)        
Liens existing on the date of this Indenture;


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    (8)     
Liens to secure the performance of tenders, bids, statutory obligations, surety
or appeal bonds, trade contracts, government contracts, operating leases,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business;

     

    (9)     
Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or
any Joint Venture owned by the Company or any Restricted Subsidiary of the
Company to the extent securing Non-Recourse Debt or other Indebtedness of such
Unrestricted Subsidiary or Joint Venture;

     

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

     

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

     

    (12)     Liens
arising under operating agreements, joint venture agreements, partnership
agreements, oil and gas leases, farm-out agreements, farm-in agreements,
division orders, contracts for the sale, transportation or exchange of crude oil
and natural gas and related Hydrocarbons and minerals, unitization and pooling
declarations and agreements, area of mutual interest agreements and other
agreements arising in the ordinary course of business of the Company and its
Restricted Subsidiaries that are customary in the Oil and Gas
Business;

     

    (13)     Liens
reserved in oil and gas mineral leases for bonus or rental payments and for
compliance with the terms of such leases;

     

    (14)     Liens
upon specific items of inventory, receivables or other goods or proceeds of the
Company or any of its Restricted Subsidiaries securing such Person’s obligations
in respect of bankers’ acceptances or receivables securitizations issued or
created for the account of such Person to facilitate the purchase, shipment or
storage of such inventory, receivables or other goods or proceeds and permitted
by Section 4.09;

     

    (15)     Liens
securing Obligations of the Issuers or any Guarantor under the Notes or the
Subsidiary Guarantees, as the case may be;

     

    (16)     Liens
securing any Indebtedness equally and ratably with all Obligations due under the
Notes or any Subsidiary Guarantee pursuant to a contractual covenant that limits
Liens in a manner substantially similar to Section 4.12;

     

    (17)     Liens
to secure performance of Hedging Contracts of the Company or any of its
Restricted Subsidiaries;

     

    (18)     Liens
securing any insurance premium financing under customary terms and conditions,
provided that no such Lien may extend to or cover any assets or property other
than the insurance being acquired with such financing, the proceeds thereof and
any unearned or refunded insurance premiums related thereto;


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    (19)     Liens
arising from royalties, overriding royalties, revenue interests, net revenue
interests, net profit interests, reversionary interests, production payments,
preferential rights of purchase, working interests and other similar interests,
all as ordinarily exist with respect to properties and assets of the Company and
its Restricted Subsidiaries or otherwise as are customary in the Oil and Gas
Business;

     

    (20)     other
Liens incurred by the Company or any Restricted Subsidiary of the Company,
provided that, after giving effect to any such incurrence, the aggregate
principal amount of all Indebtedness then outstanding and secured by any Liens
incurred pursuant to this clause (20) does not exceed the greater of $50.0
million or 5.0% of the Company’s Adjusted Consolidated Net Tangible Assets;
and

     

    (21)     any
Lien renewing, extending, refinancing or refunding a Lien permitted by clauses
(1) through (19) above, provided that (a) the principal amount of the
Indebtedness secured by such Lien is not increased except by an amount equal to
a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection therewith and by an amount equal to any
existing commitments unutilized thereunder and (b) no assets encumbered by any
such Lien other than the assets permitted to be encumbered immediately prior to
such renewal, extension, refinance or refund are encumbered thereby (other than
improvements thereon, accessions thereto and proceeds thereof).

     

    After
termination of the covenants referred to in Section 4.18 for purposes of
complying with Section 4.12, the Liens described in clauses (1) (or Liens
described in clause (21) with respect thereto) and (20) of this definition of
“Permitted Liens” will be Permitted Liens only to the extent those Liens secure
Indebtedness not exceeding, at the time of determination, 10% of the Adjusted
Consolidated Net Tangible Assets of the Company.  Once effective, this
10% limitation on Permitted Liens will continue to apply during any later
period, irrespective of whether or not the Notes continue to have an Investment
Grade Rating by both Moody’s and S&P.

     

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

     

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

     

    (2)     
such Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


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

     

    (4)     
such Indebtedness is not incurred (other than by way of a guarantee) by a
Restricted Subsidiary of the Company (other than Finance Corp.) if the Company
is the issuer or other primary obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.

     

    Notwithstanding
the preceding, any Indebtedness incurred under Credit Facilities pursuant to
Section 4.09 shall be subject only to the refinancing provision in the
definition of Credit Facilities and not pursuant to the requirements set forth
in the definition of Permitted Refinancing Indebtedness.

     

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

     

    “Production Payments” means,
collectively, Dollar-Denominated Production Payments and Volumetric Production
Payments.

     

    “Production Payments and Reserve
Sales” means the grant or transfer by the Company or a Restricted
Subsidiary of the Company to any Person of a royalty, overriding royalty, net
profits interest, production payment (whether volumetric or dollar denominated),
partnership or other interest in oil and gas properties, reserves or the right
to receive all or a portion of the production or the proceeds from the sale of
production attributable to such properties, including any such grants or
transfers pursuant to incentive compensation programs on terms that are
reasonably customary in the oil and gas business for geologists, geophysicists
and other providers of technical services to the Company or a Subsidiary of the
Company.

     

    “Purchase Agreement” has the
meaning provided in the Appendix.

     

    “QIB” means a “qualified
institutional buyer” as defined in Rule 144A under the Securities
Act.

     

    “Qualifying Owners” means,
collectively, the Company and Restricted Subsidiaries.

     

    “Registered Exchange Offer”
has the meaning provided in the Appendix.

     

    “Registration Rights
Agreement” has the meaning provided in the Appendix.

     

    “Regulation S” has the meaning
provided in the Appendix.

     

    “Reporting Default” means a
Default described in Section 6.01(d).


    
      
         


      

      
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    “Responsible Officer,” when
used with respect to the Trustee, means any officer within the corporate trust
department of the Trustee  having direct responsibility for the
administration of this Indenture.

     

    “Restricted Global Note” has
the meaning provided in the Appendix.

     

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

     

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

     

    “Rule 144A” has the meaning
provided in the Appendix.

     

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

     

    “Sale and Leaseback
Transaction” means an arrangement relating to property owned by the
Company or a Restricted Subsidiary on the Initial Issuance Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person. 

     

    “SEC” or “Commission” means the
Securities and Exchange Commission.

     

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

     

    “Senior Debt”
means

     

    (1)     
all Indebtedness of the Company or any of its Restricted Subsidiaries
outstanding under Credit Facilities and all obligations under Hedging Contracts
with respect thereto;

     

    (2)     
any other Indebtedness of the Company or any of its Restricted Subsidiaries
permitted to be incurred under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the Notes or any
Subsidiary Guarantee; and

     

    (3)     
all Obligations with respect to the items listed in the preceding clauses (1)
and (2).

     

    Notwithstanding
anything to the contrary in the preceding sentence, Senior Debt will not
include:

     

    
      
        	
              	
                (a)

              	
                any
      intercompany Indebtedness of the Company or any of its Restricted
      Subsidiaries to the Company or any of its Affiliates;
  or

              


      

    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    
      
        	
              	
                (b)

              	
                any
      Indebtedness that is incurred in violation of this
    Indenture.

              


      

    

     

    For the
avoidance of doubt, “Senior Debt” will not include any trade payables or taxes
owed or owing by the Company or any of its Restricted Subsidiaries.

     

    “Shelf Registration Statement”
has the meaning provided in the Appendix.

     

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

     

    “Stated Maturity” means, with
respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

     

    “Subsidiary” means, with
respect to any specified Person:

     

    (1)     
any corporation, association or other business entity (other than a partnership
or limited liability company) of which more than 50% of the total voting power
of Voting Stock is at the time owned or controlled, directly or indirectly, by
that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and

     

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

     

    “Subsidiary Guarantees” means
the joint and several guarantees issued by all of the Guarantors pursuant to
Article 10 hereof.

     

    “TIA” means the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) and the rules and regulations
thereunder, as in effect on the date on which this Indenture is qualified under
the TIA (except as provided in Section 9.01(i) and 9.03 hereof).

     

    “Transfer Restricted
Securities” has the meaning provided in the Appendix.


    
      
         


      

      
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    “Treasury Rate” means the
yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15(519) which has become
publicly available at least two Business Days prior to the date fixed for
redemption (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to October 15, 2015; provided, however, that if such
period is not equal to the constant maturity of a United States Treasury
security for which a weekly average yield is given, the Company shall obtain the
Treasury Rate by linear interpolation (calculated to the nearest one-twelfth of
a year) from the weekly average yields of United States Treasury securities for
which such yields are given, except that if the period from the redemption date
to October 15, 2015 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.  The Company will
(a) calculate the Treasury Rate on the second Business Day preceding the
applicable redemption date and (b) prior to such redemption date file with
the Trustee an Officers’ Certificate setting forth the Make Whole Premium and
the Treasury Rate and showing the calculation of each in reasonable
detail.

     

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

     

    “Uniform Commercial Code”
means the New York Uniform Commercial Code as in effect from time to
time.

     

    “Unrestricted Subsidiary”
means (a) Utica and (b) any Subsidiary of the Company (other than Finance Corp.,
the Operating Partnership or the General Partner) that is designated by the
Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that Utica or such
Subsidiary:

     

    (1)     
has no Indebtedness other than Non-Recourse Debt owing to any Person other than
the Company or any of its Restricted Subsidiaries;

     

    (2)     
is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary of the Company unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Company;

     

    (3)     
is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results; and

     

    (4)     
has not guaranteed or otherwise directly or indirectly provided credit support
for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

     

    All
Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted
Subsidiaries.

     

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


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    “Utica” means BreitBurn
Collingwood Utica LLC, a Delaware limited liability company indirectly
wholly-owned by the Company on the date of this Indenture.

     

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

     

    “Voting Stock” of any Person
as of any date means the Capital Stock of such Person that is at the time
entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors of such Person.

     

    “Weighted Average Life to
Maturity” means, when applied to any Indebtedness at any date, the number
of years obtained by dividing:

     

    (1)     
the sum of the products obtained by multiplying (a) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect of the
Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment;
by

     

    (2)     
the then outstanding principal amount of such Indebtedness.

     

    Section
1.02.      Other Definitions.

    


    
      
        
          
            	
                    Term

                  	 
      	
                    Defined in Section

                  	 
	 
      	 
      	 
      	 
	
                    “Act”

                  	 
      	
                    11.14

                  	 
	
                    “Affiliate
      Transaction”

                  	 
      	
                    4.11

                  	 
	
                    “Appendix”

                  	 
      	
                    2.01

                  	 
	
                    “Asset
      Sale Offer”

                  	 
      	
                    3.09

                  	 
	
                    “Change
      of Control Offer”

                  	 
      	
                    4.15

                  	 
	
                    “Change
      of Control Payment”

                  	 
      	
                    4.15

                  	 
	
                    “Change
      of Control Settlement Date”

                  	 
      	
                    4.15

                  	 
	
                    “Covenant
      Defeasance”

                  	 
      	
                    8.03

                  	 
	
                    “Discharge”

                  	 
      	
                    8.08

                  	 
	
                    “Event
      of Default”

                  	 
      	
                    6.01

                  	 
	
                    “Excess
      Proceeds”

                  	 
      	
                    4.10

                  	 
	
                    “Incremental
      Funds”

                  	 
      	
                    4.07

                  	 
	
                    “incur”

                  	 
      	
                    4.09

                  	 
	
                    “Legal
      Defeasance”

                  	 
      	
                    8.02

                  	 
	
                    “Offer
      Amount”

                  	 
      	
                    3.09

                  	 
	
                    “Offer
      Period”

                  	 
      	
                    3.09

                  	 
	
                    “Paying
      Agent”

                  	
                      

                  	
                    2.03

                  	 


          

        

      

    


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Term

                                  	 	
                                    Defined in Section

                                  	 
	 
      	 	 	 
	
                                    “Payment
      Default”

                                  	 	
                                    6.01

                                  	 
	
                                    “Permitted
      Debt”

                                  	 	
                                    4.09

                                  	 
	
                                    “Registrar”

                                  	 	
                                    2.03

                                  	 
	
                                    “Restricted
      Payments”

                                  	 	
                                    4.07

                                  	 
	
                                    “Settlement
      Date”

                                  	 	
                                    3.09

                                  	 
	
                                    “Termination
      Date”

                                  	 	
                                    3.09

                                  	 
	
                                    “Trailing
      Four Quarters”

                                  	 	
                                    4.07

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Section
1.03.       Incorporation by Reference of Trust
Indenture Act.

     

    Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture.  Any terms
incorporated in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

     

    Section
1.04.       Rules of Construction.

     

    Unless
the context otherwise requires:

     

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

     

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

     

    (3)      
“or” is not exclusive;

     

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

     

    (5)      
the meanings of the words “will” and “shall” are the same when used to express
an obligation;

     

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

     

    (7)      
“herein,” “hereof” and other words of similar import refer to this Indenture as
a whole (as amended or supplemented from time to time) and not to any particular
Article, Section or other subdivision

     

    
      
         


      

      
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    ARTICLE
2

    THE
NOTES

     

    Section
2.01.       Form and Dating.

     

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

     

    Section
2.02.       Execution and
Authentication.

     

    An
Officer shall sign the Notes on behalf of each Issuer by manual or facsimile
signature.

     

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

     

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

     

    On the
Initial Issuance Date, the Trustee shall authenticate and deliver $305.0 million
of 8.625% Senior Notes due 2020 and, at any time and from time to time
thereafter, the Trustee shall authenticate and deliver Notes for original issue
in an aggregate principal amount specified in such order, in each case upon a
written order of the Issuers.  Such order shall specify the amount of
the Notes to be authenticated, the date on which the original issue of Notes is
to be authenticated and to whom the Notes shall be registered and delivered and,
in the case of an issuance of Additional Notes pursuant to Section 2.13 after
the Initial Issuance Date, shall certify that such issuance is in compliance
with Section 4.09.

     

    The
Trustee may appoint an authenticating agent reasonably acceptable to the Issuers
to authenticate the Notes.  Unless limited by the terms of such
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so.  Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.  An authenticating
agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

     

    Section
2.03.       Registrar and Paying
Agent.

     

    The
Issuers shall maintain an office or agency in the United States where Notes may
be presented for registration of transfer or for exchange (the “Registrar”) and
an office or agency in New York, New York where Notes may be presented for
payment (the “Paying Agent”).  The Registrar shall keep a register of
the Notes and of their transfer and exchange.  The Issuers may have
one or more co-registrars and one or more additional paying
agents.  The term “Registrar” includes any co-registrar, and the term
“Paying Agent” includes any additional paying agent.

     

    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    The
Issuers shall enter into an appropriate agency agreement with any Registrar or
Paying Agent not a party to this Indenture, which shall incorporate the terms of
the TIA.  The agreement shall implement the provisions of this
Indenture that relate to such agent.  The Issuers shall notify the
Trustee of the name and address of any such agent.  If the Issuers
fail to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section
7.07.  The Company or any Subsidiary may act as Paying Agent or
Registrar.

     

    The
Issuers initially appoint the Trustee as Registrar and Paying Agent in
connection with the Notes at the Corporate Trust Office of the
Trustee.  If the Trustee is no longer the Registrar and Paying Agent,
the Issuers shall provide the Trustee with access to inspect the Note register
at all times and with copies of the Note register.

     

    Section
2.04.       Paying Agent to Hold Money in
Trust.

     

    Prior to
11:00 a.m. New York City time, on each due date of the principal and interest on
any Note, an Issuer shall deposit with the Paying Agent a sum sufficient to pay
such principal and interest when so becoming due.  The Issuers shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee
all money held by the Paying Agent for the payment of principal of or interest
on the Notes and shall notify the Trustee of any default by the Issuers in
making any such payment.  If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund.  The Issuers at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent.  Upon complying with this
Section, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

     

    Section
2.05.       Noteholder Lists.

     

    The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of
Noteholders.  If the Trustee is not the Registrar, the Issuers shall
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Noteholders and the principal amounts and
number of Notes.

     

    Section
2.06.       Transfer and Exchange.

     

    The Notes
shall be issued in registered form and shall be transferable only upon the
surrender of a Note for registration of transfer.  When a Note is
presented to the Registrar or a co-registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the
requirements of this Indenture and Section 8-401(a) of the Uniform Commercial
Code are met.  When Notes are presented to the Registrar with a
request to exchange them for an equal principal amount of Notes of other
denominations, the Registrar shall make the exchange as requested if the same
requirements are met.  The Issuers may require payment of a sum
sufficient to cover any taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section (other than
any such transfer taxes, assessments or similar governmental charge payable upon
exchange or transfer pursuant to Section 3.06, 4.10, 4.15 or 9.05).

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    Section
2.07.       Replacement Notes.

     

    If a
mutilated Note is surrendered to the Registrar or if the Holder of a Note claims
that the Note has been lost, destroyed or wrongfully taken, the Issuers shall
issue and the Trustee shall authenticate a replacement Note if the requirements
of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee.  If required by the
Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient
in the judgment of the Issuers and the Trustee to protect the Issuers, the
Trustee, the Paying Agent and the Registrar from any loss which any of them may
suffer if a Note is replaced.  The Issuers and the Trustee may charge
the Holder for their expenses in replacing a Note.  In the event any
such Note shall have matured, instead of issuing a new Note, the Issuers may
direct the Trustee to pay the same without surrender thereof upon the Holder
furnishing the Issuers and the Trustee with indemnity satisfactory to them and
complying with such other reasonable regulations as the Issuers may prescribe
and paying such reasonable expenses as the Issuer and the Trustee may incur in
connection therewith.

     

    Every
replacement Note is an additional obligation of the Issuers.

     

    Section
2.08.       Outstanding Notes.

     

    Notes
outstanding at any time are all Notes authenticated by the Trustee except for
those canceled by it, those delivered to it for cancellation and those described
in this Section as not outstanding.  Except as otherwise provided in
TIA §316(a), a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

     

    If a Note
is replaced pursuant to Section 2.07, it ceases to be outstanding unless the
Trustee, any provider of an indemnity bond and the Issuers receive proof
satisfactory to them that the replaced Note is held by a bona fide
purchaser.

     

    If the
Paying Agent segregates and holds in trust, in accordance with this Indenture,
by 11:00 a.m. New York time, on a redemption date or other maturity date money
sufficient to pay all principal, premium, if any, interest and Additional
Interest, if any, payable on that date with respect to the Notes (or portions
thereof) to be redeemed or maturing, as the case may be, then on and after that
date such Notes (or portions thereof) cease to be outstanding and interest and
Additional Interest, if any, on them cease to accrue.

     

    Section
2.09.       Temporary Notes.

     

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

     

    
      
         


      

      
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    Section
2.10.       Cancellation.

     

    An Issuer
at any time may deliver Notes to the Trustee for cancellation.  The
Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or
payment.  The Trustee and no one else shall cancel (subject to the
record retention requirements of the Exchange Act) all Notes surrendered for
registration of transfer, exchange, payment or cancellation.  Upon
written request, the Trustee will deliver a certificate of such cancellation to
the Issuers unless the Issuers direct the Trustee to deliver canceled Notes to
the Issuers instead.  The Issuers may not issue new Notes to replace
Notes they have redeemed, paid or delivered to the Trustee for
cancellation.

     

    Section
2.11.       Defaulted Interest.

     

    If the
Issuers default in a payment of interest on the Notes, the Issuers shall pay
defaulted interest (plus interest on such defaulted interest to the extent
lawful) in any lawful manner.  The Issuers may pay the defaulted
interest to the Persons who are Noteholders on a subsequent special record
date.  The Issuers shall fix or cause to be fixed any such special
record date and payment date to the reasonable satisfaction of the Trustee and
shall promptly mail to each Noteholder a notice that states the special record
date, the payment date and the amount of defaulted interest to be
paid.

     

    Section
2.12.       CUSIP Numbers.

     

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

     

    Section
2.13.       Issuance of Additional
Notes.

     

    The
Issuers shall be entitled, subject to their compliance with Section 4.09, to
issue Additional Notes under this Indenture which shall have identical terms as
the Initial Notes issued on the Initial Issuance Date, other than with respect
to the date of issuance, issue price and the date from which interest begins to
accrue.  The Initial Notes issued on the Initial Issuance Date, any
Additional Notes and all Exchange Notes issued in exchange therefor shall be
treated as a single class for all purposes under this Indenture, including,
without limitation, waivers, consents, directions, declarations, amendments,
redemptions and offers to purchase.

     

    With
respect to any Additional Notes, the Issuers shall set forth in an Officers’
Certificate, which shall be delivered to the Trustee, the following
information:

     

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

     

    
      
         


      

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

     

    (3)      
whether such Additional Notes shall be Transfer Restricted Securities and issued
in the form of Initial Notes as set forth in Exhibit 1 to the Appendix to this
Indenture or shall be issued in the form of Exchange Notes as set forth in
Exhibit A to the Appendix.

     

    ARTICLE
3

    REDEMPTION
AND PREPAYMENT

     

    Section
3.01.       Notices to Trustee.

     

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

     

    Section
3.02.       Selection of Notes to be
Redeemed.

     

    If less
than all of the Notes are to be redeemed at any time, the Trustee shall select
the Notes to be redeemed among the Holders of the Notes as
follows:  (1) if the Notes are listed on any national securities
exchange, in compliance with the requirements of the principal national
securities exchange on which the Notes are listed; or (2) if the Notes are
not listed on any national securities exchange, on a pro rata
basis.  In the event of partial redemption other than on a pro rata
basis, the particular Notes to be redeemed shall be selected, not less than
three (3) Business Days (unless a shorter period shall be agreeable to the
Trustee) prior to the giving of notice of the redemption pursuant to
Section 3.03, by the Trustee from the outstanding Notes not previously
called for redemption.

     

    The
Trustee shall promptly notify the Issuers in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed.  Notes and portions of Notes
selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess
of $2,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not $2,000 or a
multiple of $1,000, shall be redeemed.  Provisions of this Indenture
that apply to Notes called for redemption also apply to portions of Notes called
for redemption.

     

    The
provisions of the two preceding paragraphs of this Section 3.02 shall not apply
with respect to any redemption affecting only a Global Note, whether such Global
Note is to be redeemed in whole or in part.  In case of any such
redemption in part, the unredeemed portion of the principal amount of the Global
Note shall be in an authorized denomination.

     

    
      
         


      

      
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    Section
3.03.       Notice of Redemption.

     

    At least
30 days but not more than 60 days before a redemption date, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a Legal Defeasance, Covenant Defeasance
or Discharge, the Issuers shall mail or cause to be mailed, by first class mail,
a notice of redemption to each Holder whose Notes are to be redeemed at its
registered address.

     

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

     

    (a)      
the redemption date;

     

    (b)      
the redemption price or, if the redemption price is not then determinable, the
manner in which it is to be determined;

     

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

     

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

     

    (e)      
that Notes called for redemption must be surrendered to the Paying Agent to
collect the redemption price;

     

    (f)      
that, unless the Issuers default in making such redemption payment, interest and
Additional Interest, if any, on Notes called for redemption cease to accrue on
and after the redemption date and the only remaining right of the Holders of
such Notes is to receive payment of the redemption price upon surrender to the
Paying Agent of the Notes redeemed;

     

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

     

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

     

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

     

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

     

    
      
         


      

      
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    Section
3.04.     Effect of Notice of Redemption.

     

    Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become, except as provided in the next succeeding
sentence, irrevocably due and payable on the redemption date, at the redemption
price.  A notice of redemption may not be conditional, except that any
redemption pursuant to Section 3.07(b) may, at the Issuers’ discretion, be
subject to the completion of the related Equity Offering.  If mailed
in the manner provided for in Section 3.03, the notice of redemption shall be
conclusively presumed to have been given whether or not a Holder receives such
notice.  Failure to give timely notice or any defect in the notice
shall not affect the validity of the redemption.

     

    Section
3.05.     Deposit of Redemption Price.

     

    Prior to
11:00 a.m., New York City time, on the redemption date, the Issuers shall
deposit with the Paying Agent (or, if the Company or a Subsidiary thereof is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 2.04 hereof) money sufficient in same day funds to pay the redemption
price of and accrued interest and Additional Interest, if any, on all Notes to
be redeemed on that date.  The Paying Agent shall promptly return to
the Issuers any money deposited with the Paying Agent by an Issuer in excess of
the amounts necessary to pay the redemption price of and accrued interest and
Additional Interest, if any, on all Notes to be redeemed.

     

    If the
Issuers comply with the provisions of the preceding paragraph, on and after the
redemption date, interest and Additional Interest, if any, shall cease to accrue
on the Notes or the portions of Notes called for redemption whether or not such
Notes are presented for payment, and the only remaining right of the Holders of
such Notes shall be to receive payment of the redemption price upon surrender to
the Paying Agent of the Notes redeemed.  If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of an Issuer to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful, on any interest and Additional Interest, if any,
not paid on such unpaid principal, in each case at the rate provided in the
Notes and in Section 4.01 hereof.

     

    Section
3.06.     Notes Redeemed in Part.

     

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

     

    Section
3.07.     Optional Redemption.

     

    (a)      
Except as set forth in clauses (b), (c) and (d) of this Section 3.07, the
Issuers shall not have the option to redeem the Notes pursuant to this
Section 3.07 prior to October 15, 2015.  On or
after October 15,  2015, the Issuers shall
have the option to redeem the Notes, in whole or in part at any time, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Additional Interest, if any, to the
applicable redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that is
on or prior to the redemption date), if redeemed during the twelve-month period
beginning on October 15 of the years indicated below:

     

    
      
         


      

      
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                      YEAR

                    	 	
                      PERCENTAGE

                    	 
	
                      2015

                    	 	 	104.313	%
	
                      2016

                    	 	 	102.875	%
	
                      2017

                    	 	 	101.438	%
	
                      2018
      and thereafter

                    	 	 	100.000	%


            

          

        

      

    

     

    (b)       
Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time  prior to October 15, 2013, the Issuers may on
one or more occasions redeem up to 35% of the aggregate principal amount of
Notes (including any Additional Notes) issued under this Indenture at a
redemption price of 108.625% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, to the redemption date (subject
to the right of Holders of record on the relevant record date to receive
interest due on an interest payment date that is on or prior to the redemption
date), with the net cash proceeds of one or more Equity Offerings, provided
that:

     

    (1)      
at least 65% of the aggregate principal amount of Notes (including any
Additional Notes) issued under this Indenture remains outstanding immediately
after the occurrence of each such redemption (excluding any Notes held by the
Company and its Subsidiaries); and

     

    (2)      
each such redemption occurs within 120 days of the date of the closing of each
such Equity Offering.

     

    (c)        
Prior to October 15, 2015, the Issuers may
redeem all or part of the Notes at a redemption price equal to the sum of:


     

    (1)      
100% of the principal amount thereof, plus

     

    (2)      
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on an interest payment date that is on or prior to the redemption date),
plus

     

    (3)      
the Make Whole Premium at the redemption date.

    


    (d)        
The Notes may also be redeemed, as a whole, following certain Change of Control
Offers, at the redemption price and subject to the conditions set forth in
Section 4.15(6).

    


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

     

    
      
         


      

      
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    Section
3.08.        Mandatory
Redemption.

     

    Except as
set forth under Sections 4.10 and 4.15 hereof, neither of the Issuers shall be
required to make mandatory redemption or sinking fund payments with respect to
the Notes or to repurchase the Notes at the option of the Holders.

     

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

     

    In the
event that, pursuant to Section 4.10 hereof, the Company shall be required to
commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it
shall follow the procedures specified below.

     

    The Asset
Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is
required by Applicable Law (the “Offer Period”).  No later than five
Business Days after the termination of the Offer Period (the “Settlement Date”),
the Company shall purchase and pay for the principal amount of Notes required to
be purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less
than the Offer Amount has been validly tendered (and not validly withdrawn), all
Notes validly tendered (and not validly withdrawn) in response to the Asset Sale
Offer.  Payment for any Notes so purchased shall be made in the manner
prescribed in the Notes.

     

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

     

    (a)     that
the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer shall remain open,
including the time and date the Asset Sale Offer will terminate (the
“Termination Date”);

     

    (b)     the
Offer Amount and the purchase price;

     

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

     

    (d)     that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest and
Additional Interest, if any, after the Settlement Date;

     

    (e)     that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
only elect to have all of such Note purchased and may not elect to have only a
portion of such Note purchased;

     

    (f)     that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” on the reverse of the Note completed, to the Company or a Paying
Agent at the address specified in the notice, before the Termination
Date;

     

    
      
         


      

      
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    (g)     that
Holders shall be entitled to withdraw their election if the Company or the
Paying Agent, as the case may be, receives, prior to the Termination Date, a
telegram, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase, and a
statement that such Holder is withdrawing his election to have such Note
purchased;

     

    (h)     that,
if the aggregate principal amount of Notes surrendered by Holders, and Pari
Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the
amount the Company is required to repurchase, the Trustee shall select the Notes
and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of
the aggregate principal amount of tendered Notes and Pari Passu Indebtedness
(with such adjustments as may be deemed appropriate by the Trustee so that only
Notes in denominations of $2,000, or integral multiples of $1,000 in excess of
$2,000, shall be purchased); and

     

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

     

    If any of
the Notes subject to an Asset Sale Offer is in the form of a Global Note, then
the Company shall modify such notice to the extent necessary to accord with the
procedures of the Depository applicable to repurchases.

     

    Promptly
after the Termination Date, the Company shall, to the extent lawful, accept for
payment Notes or portions thereof tendered pursuant to the Asset Sale Offer in
the aggregate principal amount required by Section 4.10 hereof, and prior to the
Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating
that such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09 and Section
4.10.  Prior to 11:00 a.m., New York City time, on the Settlement
Date, the Company or the Paying Agent, as the case may be, shall mail or deliver
to each tendering Holder an amount equal to the purchase price of the Notes
tendered by such Holder and accepted by the Company for purchase, and the
Company shall issue a new Note, and the Trustee shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered.  Any Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder
thereof.  The Company shall publicly announce the results of the Asset
Sale Offer on or before the Settlement Date.

     

    ARTICLE
4

    COVENANTS

     

    Section
4.01.        Payment of
Notes.

     

    The
Issuers shall pay or cause to be paid the principal of, premium, if any,
interest and Additional Interest, if any, on the Notes on the dates and in the
manner provided in the Notes.  Principal, premium, if any, interest
and Additional Interest, if any, shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
11:00 a.m., New York City time, on the due date money deposited by an Issuer or
a Guarantor in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, interest and Additional Interest, if any,
then due.

     

    
      
         


      

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

     

    The
Issuers shall notify the Trustee of the amounts and payment dates of any
Additional Interest that may become payable under any Registration Rights
Agreement.

     

    Section
4.02.        Maintenance of Office or
Agency.

     

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

     

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

     

    The
Issuers hereby designate the Corporate Trust Office of the Trustee as one such
office or agency of the Company in accordance with Section 2.03.  In
addition, Notes may be presented or surrendered for registration of transfer or
for exchange, and notices and demands to or upon the Issuers in respect of the
Notes and this Indenture may be served, at the corporate trust office of the
Trustee set forth in Section 11.02.

     

    Section
4.03.        Reports.

     

    (a)         
 Notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes
are outstanding, the Company will file with the SEC (unless the SEC will not
accept such a filing) for public availability within the time periods specified
in the SEC’s rules and regulations under the Exchange Act and, within five
Business Days of filing, or attempting to file, the same with the SEC, furnish
to the Trustee and, upon its prior request, to any of the Holders or Beneficial
Owners of the Notes:

     

    
      
         


      

      
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    (1)        all
quarterly and annual financial and other information with respect to the Company
and its Subsidiaries that would be required to be contained in a filing with the
SEC on Forms 10-Q and 10-K if the Company were required to file such Forms,
including a “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and, with respect to the annual information only, a
report thereon by the Company’s certified independent accountants;
and

     

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

     

    The
availability of the foregoing information or reports on the SEC’s website will
be deemed to satisfy the foregoing delivery requirements.  The Company
shall at all times comply with TIA § 314(a).

     

    (b)        
The Company and the Guarantors shall furnish to the Holders and Beneficial
Owners of the Notes, prospective purchasers of the Notes and securities
analysts, upon their request, the information, if any, required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

     

    (c)        
If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then, to the extent material, the quarterly and annual financial
information required by paragraph (a) of this Section 4.03 shall include a
reasonably detailed presentation, either on the face of the financial statements
or in the footnotes to the financial statements and in Management’s Discussion
and Analysis of Financial Condition and Results of Operations, of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries.

     

    (d)        
Delivery of reports, information and documents to the Trustee under this Section
is for informational purposes only and the Trustee’s receipt of the foregoing
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein.

     

    Section
4.04.        Compliance
Certificate.

     

    (a)        
The Issuers shall
deliver to the Trustee, within 90 days after the end of each fiscal year,
beginning with the fiscal year ending December 31, 2010, an Officers’
Certificate stating that a review of the activities of the Company and its
Restricted Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto).

     

    
      
         


      

      
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    (b)        
[Reserved].

     

    (c)        
The Issuers shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith upon any Officer of the General Partner or Finance Corp.
becoming aware of any Default or Event of Default, a statement specifying such
Default or Event of Default.

     

    Section
4.05.        Taxes.

     

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

     

    Section
4.06.        Stay, Extension and Usury
Laws.

     

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

     

    Section
4.07.        Limitation on Restricted
Payments.

     

    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

     

    (1)        
declare or pay any dividend or make any other payment or distribution on account
of the Company’s or any of its Restricted Subsidiaries’ Equity Interests
(including, without limitation, any payment in connection with any merger or
consolidation involving the Company or any of its Restricted Subsidiaries) or to
the direct or indirect holders of the Company’s or any of its Restricted
Subsidiaries’ Equity Interests in their capacity as such (other than dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company or payable to the Company or a Restricted Subsidiary of the
Company);

     

    (2)        
purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the
Company) any Equity Interests of the Company or any direct or indirect parent of
the Company;

     

    
      
         


      

      
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    (3)        
make any payment on or with respect to, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is subordinated to
the Notes or the Subsidiary Guarantees (excluding any intercompany Indebtedness
between or among the Company and any of its Restricted Subsidiaries), except a
payment of interest or principal at the Stated Maturity thereof; or

     

    (4)        
make any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) above being collectively referred to as
“Restricted Payments”),

     

    unless,
at the time of and after giving effect to such Restricted Payment, no Default
(except a Reporting Default) or Event of Default has occurred and is continuing
or would occur as a consequence of such Restricted Payment and
either:

     

    (1)        
if the Fixed Charge Coverage Ratio for the Company’s most recently ended four
full fiscal quarters for which internal financial statements are available at
the time of such Restricted Payment (the “Trailing Four Quarters”) is not less
than 2.25 to 1.0, such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4),
(5), (6) and (7) of the next succeeding paragraph) with respect to the quarter
for which such Restricted Payment is made, is less than the sum, without
duplication, of:

     

    (a)        
Available Cash with respect to the Company’s preceding fiscal quarter,
plus

     

    (b)        
100% of the aggregate net cash proceeds received by the Company (including the
fair market value of any Capital Stock of Persons engaged primarily in the Oil
and Gas Business or long-term assets that are used or useful in the Oil and Gas
Business to the extent acquired in consideration of Equity Interests of the
Company (other than Disqualified Stock)) after the date of this Indenture as a
contribution to its common equity capital or from the issue or sale of Equity
Interests of the Company (other than Disqualified Stock) or from the issue or
sale of convertible or exchangeable Disqualified Stock or convertible or
exchangeable debt securities of the Company that have been converted into or
exchanged for such Equity Interests (other than Equity Interests (or
Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the
Company), plus

     

    (c)        
to the extent that any Restricted Investment that was made after the date of
this Indenture is sold for cash or otherwise liquidated or repaid for cash, the
cash return of capital with respect to such Restricted Investment (less the cost
of disposition, if any), plus

     

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

     

    
      
         


      

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

     

    (2)        
if the Fixed Charge Coverage Ratio for the Trailing Four Quarters is less than
2.25 to 1.0, such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
(excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) and
(7) of the next succeeding paragraph) with respect to the quarter for which such
Restricted Payment is made (such Restricted Payments for purposes of this clause
(2) meaning only distributions on units of the Company, plus the related
distribution to the General Partner), is less than the sum, without duplication,
of:

     

    (a)        
$90.0 million less the aggregate amount of all prior Restricted Payments made by
the Company and its Restricted Subsidiaries pursuant to this clause (2)(a) since
the date of this Indenture, plus

     

    (b)        
Incremental Funds to the extent not previously expended pursuant to this clause
(2) or clause (1) above.

     

    So long
as no Default (except a Reporting Default) or Event of Default has occurred and
is continuing or would be caused thereby (except with respect to clause (1)
below under which the payment of a distribution or dividend is permitted), the
preceding provisions will not prohibit:

     

    (1)        
the payment of any dividend or distribution within 60 days after the date of its
declaration, if at the date of declaration the payment would have complied with
the provisions of this Indenture;

     

    (2)        
the purchase, redemption, defeasance or other acquisition or retirement of any
subordinated Indebtedness of the Company or any Guarantor or of any Equity
Interests of the Company in exchange for, or out of the net cash proceeds of the
substantially concurrent (a) contribution (other than from a Restricted
Subsidiary of the Company) to the equity capital of the Company or (b) sale
(other than to a Restricted Subsidiary of the Company) of, Equity Interests of
the Company (other than Disqualified Stock), with a sale being deemed
substantially concurrent if such purchase, redemption, defeasance or other
acquisition or retirement occurs not more than 120 days after such sale;
provided, however, that the amount of any such net cash proceeds that are
utilized for any such purchase, redemption, defeasance or other acquisition or
retirement will be excluded (or deducted, if included) from the calculation of
Available Cash and Incremental Funds;

     

    
      (3)        
the purchase, redemption, defeasance or other acquisition or retirement of
subordinated Indebtedness of the Company or any Guarantor with the net cash
proceeds from an incurrence of, or in exchange for, Permitted Refinancing
Indebtedness;

          

    

    
      
         


      

      
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    (4)        
the payment of any dividend or distribution by a Restricted Subsidiary of the
Company to the holders of its Equity Interests on a pro rata basis;

     

    (5)        
the purchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary of the Company
pursuant to any director or employee equity subscription agreement or equity
option agreement or other employee benefit plan or to satisfy obligations under
any Equity Interests appreciation rights or option plan or similar arrangement;
provided, however, that the aggregate price paid for all such purchased,
redeemed, acquired or retired Equity Interests may not exceed $5.0 million
in any calendar year, with any portion of such $5.0 million amount that is
unused in any calendar year to be carried forward to successive calendar years
and added to such amount;

     

    (6)        
the purchase, repurchase, redemption or other acquisition or retirement for
value of Equity Interests deemed to occur upon the exercise of unit options,
warrants, incentives, rights to acquire Equity Interests or other convertible
securities if such Equity Interests represent a portion of the exercise or
exchange price thereof, and any purchase, repurchase, redemption or other
acquisition or retirement for value of Equity Interests made in lieu of
withholding taxes in connection with any exercise or exchange of unit options,
warrants, incentives or rights to acquire Equity Interests; or

     

    (7)        
the purchase, repurchase, redemption or other acquisition or retirement for
value of Equity Interests of the Company in exchange for Equity Interests or
properties or assets of Utica.

     

    The
amount of all Restricted Payments (other than cash) will be the fair market
value, on the date of the Restricted Payment, of the Restricted Investment
proposed to be made or the asset(s) or securities proposed to be transferred or
issued by the Company or such Restricted Subsidiary, as the case may be,
pursuant to the Restricted Payment.  The fair market value of any
Restricted Investment, assets or securities that are required to be valued by
this covenant will be determined, in the case of amounts under $20.0 million, by
an officer of the General Partner and, in the case of amounts over $20.0
million, by the Board of Directors of the Company, whose determination shall be
evidenced by a Board Resolution.  Not later than the date of making
any Restricted Payment (excluding any Restricted Payment described in the
preceding clause (2), (3), (4), (5), (6) or (7)) the Company will deliver to the
Trustee an Officers’ Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed.

     

    Section
4.08.        Limitation on Dividend and
Other Payment Restrictions Affecting Subsidiaries.

     

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

     

    (1)        
pay dividends or make any other distributions on its Capital Stock to the
Company or any of its Restricted Subsidiaries, or pay any Indebtedness or other
obligations owed to the Company or any of its Restricted
Subsidiaries;

     

    
      
         


      

      
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    (2)        
make loans or advances to the Company or any of its Restricted Subsidiaries;
or

     

    (3)        
transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries.

     

    However,
the preceding restrictions of this Section 4.08 will not apply to encumbrances
or restrictions existing under or by reason of:

     

    (1)        
agreements as in effect on the date of this Indenture and any amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of those agreements or the Indebtedness to which
they relate, provided that the amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacement or refinancings are no
more restrictive, taken as a whole, with respect to such dividend, distribution
and other payment restrictions than those contained in those agreements on the
date of this Indenture;

     

    (2)        
this Indenture, the Notes and the Subsidiary Guarantees;

     

    (3)        
Applicable Law;

     

    (4)        
any instrument governing Indebtedness or Capital Stock of a Person acquired by
the Company or any of its Restricted Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness or Capital Stock was
incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was otherwise permitted by the terms of this Indenture to be
incurred;

     

    (5)        
customary non-assignment provisions in Hydrocarbon purchase and sale or exchange
agreements or similar operational agreements or in licenses, easements or
leases, in each case entered into in the ordinary course of business and
consistent with past practices;

     

    (6)        
Capital Lease Obligations, mortgage financings or purchase money obligations, in
each case for property acquired in the ordinary course of business that impose
restrictions on that property of the nature described in clause (3) of the
preceding paragraph;

     

    (7)        
any agreement for the sale or other disposition of a Restricted Subsidiary of
the Company that restricts distributions by that Restricted Subsidiary pending
its sale or other disposition;

     

    (8)        
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced;

     

    
      
         


      

      
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    (9)        
Liens securing Indebtedness otherwise permitted to be incurred under the
provisions of Section 4.12 that limit the right of the debtor to dispose of the
assets subject to such Liens;

     

    (10)       provisions
with respect to the disposition or distribution of assets or property in joint
venture agreements, asset sale agreements, stock sale agreements and other
agreements described in the definition of “Permitted Business Investments,”
entered into in the ordinary course of business;

     

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

     

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

     

    (13)       the
issuance of preferred securities by a Restricted Subsidiary of the Company or
the payment of dividends thereon in accordance with the terms
thereof;  provided that issuance of such preferred securities is
permitted by Section 4.09 and the terms of such preferred securities do not
expressly restrict the ability of such Restricted Subsidiary to pay dividends or
make any other distributions on its Capital Stock (other than requirements to
pay dividends or liquidation preferences on such preferred securities prior to
paying any dividends or making any other distributions on such other Capital
Stock);

     

    (14)       with
respect to any Foreign Subsidiary, any encumbrance or restriction contained in
the terms of any Indebtedness or any agreement pursuant to which
such  Indebtedness was incurred if either (a) the encumbrance or
restriction applies only in the event of a payment default or a default with
respect to a financial covenant in such Indebtedness or agreement or (b) the
Company determines that any such encumbrance or restriction will not materially
affect the Company’s ability to make principal or interest payments on the
Notes, as determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive; and

     

    (15)       any
other agreement governing Indebtedness of the Company or any Guarantor that is
permitted to be incurred by Section 4.09; provided, however, that such
encumbrances or restrictions are not materially more restrictive, taken as a
whole, than those contained in this Indenture or the Credit Agreement as it
exists on the date of this Indenture.

     

    
      
         


      

      
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    Section
4.09.       Limitation on Incurrence of
Indebtedness and Issuance of Preferred Stock.

     

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

     

    The first
paragraph of this Section 4.09 will not prohibit the incurrence of any of the
following items of Indebtedness or the issuance of Disqualified Stock described
in clause (13) below (collectively, “Permitted Debt”) or the issuance of any
preferred securities described in clause (11) below:

     

    (1)    
    the incurrence by the Company or any of its Restricted
Subsidiaries of additional Indebtedness under one or more Credit Facilities,
provided that, after giving effect to any such incurrence, the aggregate
principal amount of all Indebtedness incurred under this clause (1) (with
letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Subsidiaries thereunder) and then
outstanding does not exceed the greater of (a) $1,500.0 million or
(b) $1,100.0 million plus 35.0% of the Company’s Adjusted Consolidated Net
Tangible Assets;

     

    (2)     
   the incurrence by the Company or any of its Restricted
Subsidiaries of the Existing Indebtedness;

     

    (3)    
    the incurrence by the Company and the Guarantors of
Indebtedness represented by (a) the Notes issued and sold on the Initial
Issuance Date and the related Subsidiary Guarantees issued on the date of this
Indenture and (b) the Exchange Notes and the related Subsidiary Guarantees
issued pursuant to any Registration Rights Agreement;

     

    (4)     
   the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of the Company
or such Restricted Subsidiary, including all Permitted Refinancing Indebtedness
incurred to extend, refinance, renew, replace, defease or refund any
Indebtedness incurred pursuant to this clause (4), provided that after giving
effect to any such incurrence, the principal amount of all Indebtedness incurred
pursuant to this clause (4) and then outstanding does not exceed the
greater of (a) $25.0 million or (b) 2.5% of the Company’s Adjusted
Consolidated Net Tangible Assets at such time;

     

    
      
         


      

      
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    (5)          the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to, extend, refinance, renew, replace, defease or refund Indebtedness that was
permitted by this Indenture to be incurred under the first paragraph of this
Section 4.09 or clause (2) or (3) of this paragraph or this clause
(5);

     

    (6)       
  the incurrence by the Company or any of its Restricted Subsidiaries
of intercompany Indebtedness between or among the Company and any of its
Restricted Subsidiaries; provided, however, that:

     

    (a)       if
the Company is the obligor on such Indebtedness and a Guarantor is not the
obligee, such Indebtedness must be expressly subordinated to the prior payment
in full in cash of all Obligations with respect to the Notes, or if a Guarantor
is the obligor on such Indebtedness and neither the Company nor another
Guarantor is the obligee, such Indebtedness must be expressly subordinated to
the prior payment in full in cash of all Obligations with respect to the
Subsidiary Guarantee of such Guarantor; and

     

    (b)       (i)
any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Company or a Restricted
Subsidiary of the Company and (ii) any sale or other transfer of any such
Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary
of the Company will be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be,
that was not permitted by this clause (6);

     

    (7)          the
incurrence by the Company or any of its Restricted Subsidiaries of obligations
under Hedging Contracts;

     

    (8)          the
guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness
of the Company or any of its Restricted Subsidiaries that was permitted to be
incurred by another provision of this Section 4.09;

     

    (9)          the
incurrence by the Company or any of its Restricted Subsidiaries of obligations
relating to net Hydrocarbon balancing positions arising in the ordinary course
of business and consistent with past practice;

     

    (10)        the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
in respect of bid, performance, surety and similar bonds issued for the account
of the Company and any of its Restricted Subsidiaries in the ordinary course of
business, including guarantees and obligations of the Company or any of its
Restricted Subsidiaries with respect to letters of credit supporting such
obligations (in each case other than an obligation for money
borrowed);

     


    
      
         


      

      
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    (11)        the
issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of any preferred securities; provided,
however, that:

     

    (a)          any
subsequent issuance or transfer of Equity Interests that results in any such
preferred securities being held by a Person other than the Company or a
Restricted Subsidiary of the Company; and

     

    (b)          any
sale or other transfer of any such preferred securities to a Person that is not
either the Company or a Restricted Subsidiary of the Company

     

    shall be
deemed, in each case, to constitute an issuance of such preferred securities by
such Restricted Subsidiary that was not permitted by this clause (11);
and

     

    (12)        the
incurrence by the Company or any of its Restricted Subsidiaries of liability in
respect of the Indebtedness of any Unrestricted Subsidiary of the Company or any
Joint Venture but only to the extent that such liability is the result of the
Company’s or any such Restricted Subsidiary’s being a general partner of such
Unrestricted Subsidiary or Joint Venture and not as guarantor of such
Indebtedness and provided that, after giving effect to any such incurrence, the
aggregate principal amount of all Indebtedness incurred under this
clause (12) and then outstanding does not exceed $25.0 million; 

     

    (13)        Permitted
Acquisition Indebtedness; and

     

    (14)        the
incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness, provided that, after giving effect to any such incurrence, the
aggregate principal amount of all Indebtedness incurred under this
clause (14) and then outstanding does not exceed the greater of (a) $50.0
million or (b) 5.0% of the Company’s Adjusted Consolidated Net Tangible
Assets.

     

    For
purposes of determining compliance with this Section 4.09, in the event that an
item of Indebtedness (including Acquired Debt) meets the criteria of more than
one of the categories of Permitted Debt described in clauses (1) through (14)
above, or is entitled to be incurred pursuant to the first paragraph of this
Section 4.09, the Company will be permitted to classify (or later classify or
reclassify in whole or in part in its sole discretion) such item of Indebtedness
in any manner that complies with this Section 4.09.  Any Indebtedness
under Credit Facilities on the date of this Indenture shall be considered
incurred under the first paragraph of this Section 4.09.

     

    The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Stock in the form of additional shares of the same class of Disqualified Stock
will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 4.09, provided, in each such
case, that the amount thereof is included in Fixed Charges of the Company as
accrued.  Further, the accounting reclassification of any obligation
of the Company or any of its Restricted Subsidiaries as Indebtedness will not be
deemed an incurrence of Indebtedness for purposes of this
Section 4.09.

     

    
      
         


      

      
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    Section
4.10.        Limitation on Asset
Sales.

     

    The
Company will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:

     

    (1)        the
Company (or a Restricted Subsidiary, as the case may be) receives consideration
at the time of the Asset Sale at least equal to the fair market value of the
assets or Equity Interests issued or sold or otherwise disposed of;

     

    (2)        the
fair market value is determined by (a) an executive officer of the General
Partner if the value is less than $20.0 million and evidenced by an Officers’
Certificate delivered to the Trustee, or (b) the Company’s Board of Directors if
the value is $20.0 million or more and evidenced by a resolution of the Board of
Directors set forth in an Officers’ Certificate delivered to the Trustee;
and

     

    (3)        at
least 75% of the aggregate consideration received by the Company and its
Restricted Subsidiaries in the Asset Sale and all other Asset Sales since the
date of this Indenture is in the form of cash.  For purposes of this
provision, each of the following will be deemed to be cash:

     

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

     

    (b)        any
securities, notes or other obligations received by the Company or any such
Restricted Subsidiary from such transferee that are, within 90 days after the
Asset Sale, converted by the Company or such Subsidiary into cash, to the extent
of the cash received in that conversion.

     

    Within
360 days after the receipt of any Net Proceeds from an Asset Sale, the Company
or any Restricted Subsidiary may apply those Net Proceeds at its option to any
combination of the following:

     

    (I)        
 to repay Senior Debt;

     

    (II)       
 to invest in Additional Assets; or

     

    (III)        to
make capital expenditures in respect of the company’s or its Restricted
Subsidiaries’ Oil and Gas Business.

     

    Pending
the final application of any Net Proceeds, the Company or any Restricted
Subsidiary may invest the Net Proceeds in any manner that is not prohibited by
this Indenture.  Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the preceding paragraph will constitute
“Excess Proceeds.”

     


    
      
         


      

      
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    On the
361st day after the Asset Sale (or, at the Company’s option, any earlier date),
if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the
Company will make an Asset Sale Offer to all Holders of Notes, and to all
holders of Pari Passu Indebtedness then outstanding, to purchase the maximum
principal amount of Notes and such Pari Passu Indebtedness that may be purchased
out of the Excess Proceeds.  The offer price in any Asset Sale Offer
will be equal to 100% of principal amount plus accrued and unpaid interest, if
any, to the Settlement Date, subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that is
on or prior to the Settlement Date, and will be payable in cash.  If
any Excess Proceeds remain after consummation of an Asset Sale Offer, the
Company may use those Excess Proceeds for any purpose not otherwise prohibited
by this Indenture.  If the aggregate principal amount of Notes and
Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount
of Excess Proceeds, the Trustee will select the Notes and such Pari Passu
Indebtedness to be purchased on a pro rata basis as set forth in
Section 3.09(h) of this Indenture.  Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

     

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

     

    Section
4.11.         Limitation on Transactions
with Affiliates.

     

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

     

    (1)        the
Affiliate Transaction is on terms that are no less favorable to the Company or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and

     

    (2)        the
Company delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $20.0 million, a resolution of the Board of Directors of the Company
set forth in an Officers’ Certificate certifying that such Affiliate Transaction
or series of Affiliate Transactions complies with this Section 4.11 and that
such Affiliate Transaction or series of related Affiliate Transactions has been
approved by a majority of the disinterested members of the Board of Directors of
the Company.

     

    
      
         


      

      
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    The
following items will not be deemed to be Affiliate Transactions and, therefore,
will not be subject to the provisions of the prior paragraph of this Section
4.11:

     

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

     

    (2)        transactions
between or among any of the Company and its Restricted
Subsidiaries;

     

    (3)        transactions
with a Person (other than an Unrestricted Subsidiary of the Company) that is an
Affiliate of the Company solely because the Company owns an Equity Interest in
such Person;

     

    (4)        transactions
effected in accordance with the terms of agreements that are identified in
Schedule I to this Indenture, in each case as such agreements are in effect on
the date of this Indenture, and any amendment or replacement of any of such
agreements so long as such amendment or replacement agreement is no less
advantageous to the Company in any material respect than the agreement so
amended or replaced;

     

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

     

    (6)        sales
of Equity Interests (other than Disqualified Stock) to, or receipt of capital
contributions from, Affiliates of the Company;

     

    (7)        Permitted
Investments or Restricted Payments that are permitted by Section 4.07;
and

     

    (8)        in
the case of contracts for buying and selling Hydrocarbons or other operational
contracts, any such contracts are entered into in the ordinary course of
business on terms substantially similar to those contained in similar contracts
entered into by the Company or any of its Restricted Subsidiaries and unrelated
third parties.

     

    Section
4.12.        Limitation on
Liens.

     

    The
Company will not and will not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective
any Lien of any kind (other than Permitted Liens) securing Indebtedness or
Attributable Debt upon any of their property or assets, now owned or hereafter
acquired, unless the Notes or any Subsidiary Guarantee of such Restricted
Subsidiary, as applicable, is secured on an equal and ratable basis with (or on
a senior basis to, in the case of obligations subordinated in right of payment
to the Notes or such Subsidiary Guarantee, as the case may be) the obligations
so secured until such time as such obligations are no longer secured by a
Lien.

     

    
      
         


      

      
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    Section
4.13.        Additional Subsidiary
Guarantees.

     

    If, after
the date of this Indenture, any Restricted Subsidiary of the Company that is not
already a Guarantor guarantees any other Indebtedness of either of the Issuers
or any Guarantor, or any Domestic Subsidiary, if not then a Guarantor, incurs
any Indebtedness under any Credit Facility, then in either case then that
Subsidiary will become a Guarantor by executing a supplemental indenture
substantially in the form of Annex A hereto and delivering it to the Trustee
within twenty Business Days of the date on which it guaranteed or incurred such
Indebtedness, as the case may be, together with any Officers’ Certificate or
Opinion of Counsel required by Section 9.06; provided, however, that the
preceding shall not apply to Subsidiaries of the Company that have properly been
designated as Unrestricted Subsidiaries in accordance with this Indenture for so
long as they continue to constitute Unrestricted
Subsidiaries.  Notwithstanding the preceding, any Subsidiary Guarantee
of a Restricted Subsidiary that was incurred pursuant to this Section 4.13 will
be released at such time as such Guarantor ceases both (x) to guarantee any
other Indebtedness of either of the Issuers and any other Guarantor and (y) to
be an obligor with respect to any Indebtedness under any Credit
Facility.

     

    Section
4.14.        Corporate
Existence.

     

    Except as
otherwise permitted pursuant to the terms hereof (including consolidation and
merger permitted by Section 5.01), the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary; provided, however, that the Company shall not be
required to preserve the existence of any of its Restricted Subsidiaries (except
Finance Corp.) if the Company shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.

     

    Section
4.15.        Offer to Repurchase Upon
Change of Control.

     

    (1)        Within
30 days following the occurrence of a Change of Control, unless the Issuers have
previously or concurrently exercised their right to redeem all of the Notes
pursuant to Section 3.07, the Company shall make a cash tender offer (a “Change
of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase
price (the “Change of Control Payment”) in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest and
Additional Interest, if any, thereon to the date of settlement (the “Change of
Control Settlement Date”), subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that is
on or prior to the Change of Control Settlement Date.  Within 30 days
following a Change of Control, unless the Issuers have previously or
concurrently exercised their right to redeem all of the Notes pursuant to
Section 3.07, the Company shall mail a notice of the Change of Control Offer to
each Holder and the Trustee describing the transaction that constitutes the
Change of Control and stating:

     

    
      
         


      

      
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    (a)        that
the Change of Control Offer is being made pursuant to this Section 4.15 and that
all Notes validly tendered and not validly withdrawn will be accepted for
payment;

     

    (b)        the
purchase price and the Change of Control Settlement Date, which shall be no
earlier than 30 days but no later than 60 days from the date such notice is
mailed;

     

    (c)        that
the Change of Control Offer will expire as of the time specified in such notice
and that the Company shall pay the Change of Control Purchase Price for all
Notes accepted for purchase promptly after such acceptance on the Change of
Control Settlement Date;

     

    (d)        that
any Note not tendered will continue to accrue interest and Additional Interest,
if any;

     

    (e)        that,
unless the Company defaults in the payment of the Change of Control Payment, all
Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest and Additional Interest, if any, after the Change of Control
Settlement Date;

     

    (f)        that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender the Notes, properly endorsed for transfer,
together with the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Notes completed and such customary documents as the Company may
reasonably request, to the Paying Agent at the address specified in the notice
prior to the termination of the Change of Control Offer;

     

    (g)        that
Holders will be entitled to withdraw their election if the Paying Agent
receives, prior to the termination of the Change of Control Offer, a telegram,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes delivered for purchase, and a statement that such
Holder is withdrawing its election to have the Notes purchased; and

     

    (h)        that
Holders whose Notes are being purchased only in part will be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered,
which unpurchased portion must be equal to $2,000 in principal amount or an
integral multiple of $1,000 in excess of $2,000.

     

    If any of
the Notes subject to a Change of Control Offer is in the form of a Global Note,
then the Company shall modify such notice to the extent necessary to accord with
the procedures of the Depository applicable to repurchases.  Further,
the Company shall comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent such
laws and regulations are applicable in connection with the repurchase of Notes
as a result of a Change of Control.  To the extent that the provisions
of any securities laws or regulations conflict with the provisions of this
Section 4.15, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under such
provisions by virtue of such conflict.

     

    
      
         


      

      
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    (2)       
 On or before the Change of Control Settlement Date, the Company shall, to
the extent lawful, accept for payment all Notes or portions thereof (in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000)
properly tendered (and not validly withdrawn) pursuant to the Change of Control
Offer.  Promptly after such acceptance, on the Change of Control
Settlement Date the Company shall:

     

    (a)        deposit
with the Paying Agent by 11:00 a.m., New York City time, an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so
tendered (and not validly withdrawn); and

     

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

     

    On the
Change of Control Settlement Date, the Paying Agent shall mail to each Holder of
Notes properly tendered the Change of Control Payment for such Notes (or, if all
the Notes are then in global form, make such payment through the facilities of
the Depository) and the Trustee shall authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided, however,
that each such new Note will be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess of $2,000.  The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Settlement Date.

     

    (3)        
The Change of Control provisions of this Section 4.15 shall be applicable
whether or nor any other provisions of this Indenture are
applicable.

     

    (4)        
Prior to complying with any of the provisions of this Section 4.15, but in any
event no later than the Change of Control Settlement Date, the Company or any
Guarantor must either repay all of its other outstanding Senior Debt or obtain
the requisite consents, if any, under all agreements governing such Senior Debt
to permit the repurchase of Notes required by this Section 4.15.

     

    (5)        
The Company shall not be required to make a Change of Control Offer following a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the time and otherwise in compliance with the requirements set forth
in this Section 4.15 applicable to a Change of Control Offer made by the Company
and purchases all Notes properly tendered and not withdrawn under such Change of
Control Offer.

     

    
      
         


      

      
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    (6)        
In the event that Holders of not less than 90% in aggregate principal amount of
the outstanding Notes accept a Change of Control Offer and the Company, or any
third party making a Change of Control Offer in lieu of the Company as described
above, purchases all of the Notes validly tendered and not withdrawn by such
Holders, the Company will have the right, upon not less than 30 nor more than 60
days’ prior notice as provided in Section 3.03, given not more than 30 days
following such purchase pursuant to the Change of Control Offer described above,
to redeem all Notes that remain outstanding following such purchase at a
redemption price in cash equal to the Change of Control Payment plus, to the
extent not included in the Change of Control Payment, accrued and unpaid
interest, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due  on
interest payment date that is on or prior to the redemption date).

     

    (7)        
A Change of Control Offer may be made in advance of a Change of Control, and
conditioned upon the occurrence of the Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making the Change
of Control Offer.

     

    Section
4.16.        No
Inducements.

     

    The
Company will not, and the Company will not permit any of its Subsidiaries,
either directly or indirectly, to pay any consideration, whether by way of
interest, fee or otherwise, to any Beneficial Owner or Holder of any Notes for
or as an inducement to any consent to any waiver, amendment or supplement of any
terms or provisions of this Indenture or the Notes, unless such consideration is
offered to be paid (or agreed to be paid) to all Beneficial Owners and Holders
of the Notes which so consent in the time frame set forth in the solicitation
documents relating to such consent.

     

    Section
4.17.        Permitted Business
Activities.

     

    The
Company will not, and will not permit any Restricted Subsidiary to, engage in
any business other than the Oil and Gas Business, except to such extent as would
not be material to the Company and its Restricted Subsidiaries taken as a
whole.

     

    Finance
Corp. shall not incur Indebtedness unless (1) the Company is a co-obligor or
guarantor of such Indebtedness or (2) the net proceeds of such Indebtedness are
loaned to the Company, used to acquire outstanding debt securities issued by the
Company or used to repay Indebtedness of the Company as permitted under
Section 4.09.  Finance Corp. shall not engage in any business not
related directly or indirectly to obtaining money or arranging financing for the
Company or its Restricted Subsidiaries.

     

    Section
4.18.        Covenant
Termination.

     

    If at any
time (a) the rating assigned to the Notes by both S&P and Moody’s is an
Investment Grade Rating, (b) no Default has occurred and is continuing under
this Indenture and (c) the Issuers have delivered to the Trustee an
Officers’ Certificate certifying to the foregoing provisions of this sentence,
the Company and its Restricted Subsidiaries will no longer be subject to the
provisions of Sections 3.09, 4.07, 4.08, 4.09, 4.10, 4.11, 4.17, 4.19,
and clause (d) of Section 5.01 of this Indenture.  However, the
Company and its Restricted Subsidiaries will remain subject to all of the other
provisions of this Indenture.

     

    
      
         


      

      
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    Section
4.19.        Designation of Restricted
and Unrestricted Subsidiaries.

     

    The Board
of Directors of the Company may designate any Restricted Subsidiary of the
Company to be an Unrestricted Subsidiary if that designation would not cause a
Default.  If a Restricted Subsidiary of the Company is designated as
an Unrestricted Subsidiary, the aggregate fair market value of all outstanding
Investments owned by the Company and its Restricted Subsidiaries in the
Subsidiary properly designated as an Unrestricted Subsidiary will be deemed to
be either an Investment made as of the time of the designation that will reduce
the amount available for Restricted Payments under the first paragraph of
Section 4.07 or represent Permitted Investments, as determined by the
Company.  That designation shall only be permitted if the Investment
would be permitted at that time and if the Subsidiary so designated otherwise
meets the definition of an Unrestricted Subsidiary.

     

    The Board
of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary of the Company; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period,
and (2) no Default or Event of Default would be in existence following such
designation.

     

    ARTICLE
5

    SUCCESSORS

     

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

     

    Neither
of the Issuers may, directly or indirectly, (1) consolidate or merge with or
into another Person (whether or not such Issuer is the survivor), or (2) sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions to another
Person, unless:

     

    (a)        either
(1) such Issuer is the survivor or (2) the Person formed by or surviving any
such consolidation or merger (if other than such Issuer ) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a Person organized or existing under the laws of the United States, any
state of the United States or the District of Columbia; provided, however, that
Finance Corp. may not consolidate or merge with or into any Person other than a
corporation satisfying such requirement so long as the Company is not a
corporation;

     

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

     

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

     

    
      
         


      

      
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    (d) 
       in the case of a transaction involving
the Company, either;

     

    (i)         the
Company or the Person formed by or surviving any such consolidation or merger
(if other than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made will, at the time of such
transaction and after giving pro forma effect thereto and any related financing
transactions as if the same had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof; or

     

    (ii)        immediately
after giving effect to such transaction and any related financing transactions
on a pro forma basis as if the same had occurred at the beginning of the
Company’s most recently ended four full quarters for which internal financial
statements are available immediately preceding the date of the transactions, the
Fixed Charge Coverage Ratio of the Company or the Person formed by or surviving
any such consolidation or merger (if other than the Company), or to which such
sale, assignment, transfer, lease, conveyance or other disposition has been
made, will be equal to or greater than the Fixed Charge Coverage Ratio of the
Company immediately before such transactions; and

     

    (e)         such
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or disposition and such
supplemental indenture (if any) comply with this Indenture.

     

    Notwithstanding
the restrictions described in the foregoing clause (d), any Restricted
Subsidiary (other than Finance Corp.) may consolidate with, merge into or
dispose of all or part of its properties and assets to the Company without
complying with the preceding clause (d) in connection with any such
consolidation, merger or disposition.

     

    Notwithstanding
the second preceding paragraph of this Section 5.01, the Company may
reorganize as any other form of entity in accordance with the following
procedures provided that:

     

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

     

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

     

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

     

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

     

    
      
         


      

      
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    (5)         such
reorganization is not materially adverse to the Holders or Beneficial Owners of
the Notes (for purposes of this clause (5) a reorganization will not be
considered materially adverse to the Holders or Beneficial Owners of the Notes
solely because the successor or survivor of such reorganization (a) is subject
to federal or state income taxation as an entity or (b) is considered to be an
“includible corporation” of an affiliated group of corporations within the
meaning of Section 1504(b) of the Code or any similar state or local
law).

     

    Section
5.02.        Successor
Substituted.

     

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

     

    ARTICLE
6

    DEFAULTS
AND REMEDIES

     

    Section
6.01.        Events of
Default.

     

    An “Event
of Default” occurs if one of the following shall have occurred and be continuing
(whatever the reason for such Event of Default and whether it shall be
involuntary or be effected by operation of law):

     

    (a)         an
Issuer defaults in the payment when due of interest or Additional Interest, if
any, with respect to, the Notes, and such default continues for a period of
30 days;

     

    (b)         an
Issuer defaults in the payment of the principal of or premium, if any, on the
Notes when due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise;

     

    (c)         the
Company fails to comply with the provisions of Section 3.09, 4.10, 4.15 or
5.01 hereof;

     

    
      
         


      

      
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    (d)         the
Company fails to comply with the provisions of Section 4.03 for 180 days after
notice to the Company by the Trustee or the Holders of at least 25% in principal
amount of the Notes then outstanding of such failure;

     

    (e)         the
Company fails to comply with any other covenant or other agreement in this
Indenture or the Notes for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in principal amount of the Notes then outstanding of
such failure;

     

    (f)         a
default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted
Subsidiaries), whether such Indebtedness or guarantee now exists or is created
after the date of this Indenture, if such default:

     

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

     

    (2)         results
in the acceleration of such Indebtedness prior to its Stated
Maturity

     

    and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$10.0 million or more; provided, however, that if any such Payment Default is
cured or waived or any such acceleration rescinded, or such Indebtedness is
repaid, within a period of 60 days from the continuation of such Payment Default
beyond the applicable grace period or the occurrence of such acceleration, as
the case may be, such Event of Default and any consequential acceleration of the
Notes shall be automatically rescinded, so long as such rescission does not
conflict with any judgment or decree;

     

    (g)         the
Company or any of its Restricted Subsidiaries fails to pay final judgments
aggregating in excess of $10.0 million (to the extent not covered by insurance
by a reputable and creditworthy insurer as to which the insurer has not
disclaimed coverage), which judgments are not paid, discharged or stayed for a
period of 60 days;

     

    (h)         except
as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial
proceeding to be unenforceable or invalid or ceases for any reason to be in full
force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee;
and

     

    
      
         


      

      
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    (i)       
  the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary of the Company pursuant to or within the meaning of
Bankruptcy Law:

     

    (1)         commences
a voluntary case,

     

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

     

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

     

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

     

    (5)         admits
in writing it generally is not paying its debts as they become due;
or

     

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

     

    (1)         is
for relief against the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary of the Company in an involuntary case;

     

    (2)         appoints
a Custodian of the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary of the Company or for all or substantially all of the
property of the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of
Restricted Subsidiaries of the Company, that, taken together, would constitute a
Significant Subsidiary of the Company; or

     

    (3)         orders
the liquidation of the Company, Finance Corp., any of the Company’s Restricted
Subsidiaries that is a Significant Subsidiary of the Company or any group of
Restricted Subsidiaries of the Company that, taken together, would constitute a
Significant Subsidiary of the Company;

     

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

     

    
      
         


      

      
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    Section
6.02.         Acceleration.

     

    If any
Event of Default occurs and is continuing, the Trustee, by notice to the
Issuers, or the Holders of at least 25% in principal amount of the then
outstanding Notes, by notice to the Issuers and the Trustee, may declare all the
Notes to be due and payable immediately.  Upon any such declaration,
the Notes shall become due and payable immediately, together with all accrued
and unpaid interest, Additional Interest, if any, and premium, if any,
thereon.  Notwithstanding the preceding, if an Event of Default
specified in clause (i) or (j) of Section 6.01 hereof occurs with respect
to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that
is a Significant Subsidiary of the Company or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary of the Company, all outstanding Notes shall become due and payable
without further action or notice, together with all accrued and unpaid interest,
Additional Interest, if any, and premium, if any, thereon.  The
Holders of a majority in principal amount of the then outstanding Notes by
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except with respect to
nonpayment of principal, interest, premium or Additional Interest, if any, that
have become due solely because of the acceleration) have been cured or
waived.

     

    Section
6.03.         Other
Remedies.

     

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

     

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

     

    Section
6.04.         Waiver of Past
Defaults.

     

    Holders
of a majority in principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of or premium,
interest or Additional Interest, if any, on the Notes.  Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     

    Section
6.05.         Control by
Majority.

     

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

     

    
      
         


      

      
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    Section
6.06.        Limitation on
Suits.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
6.08.        Collection Suit by
Trustee.

     

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

     


    
      
         


      

      
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    Section
6.09.        Trustee May File Proofs of
Claim.

     

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

     

    Section
6.10.        Priorities.

     

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

     

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

     

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

     

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

     

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

     

    Section
6.11.        Undertaking for
Costs.

     

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


    
      
         


      

      
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    ARTICLE
7

    TRUSTEE

     

    Section
7.01.        Duties of Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iii)         the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05 hereof; 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.

     

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


    
      
         


      

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

     

    Section
7.02.        Rights of Trustee.

     

    (a)          
The Trustee may conclusively rely upon any document believed by it to be genuine
and to have been signed or presented by the proper Person.  The Trustee
need not investigate any fact or matter stated in the document.

     

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

     

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

     

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

     

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

     

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

     

    (g)          
The Trustee shall have no duty to inquire as to the performance of the Company’s
covenants in Article 4 hereof.  In addition, the Trustee shall not be
deemed to have knowledge of any Default or Event of Default except: (1) any
Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2)
any Default or Event of Default of which a Responsible Officer shall have
received written notification or obtained actual knowledge.

     

    (h)          
The permissive right of the Trustee to act hereunder shall not be construed as a
duty.

     

    (i)          
The rights, privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder and in its capacity as Trustee under any other agreement executed in
connection with this Indenture to which the Trustee is a party.


    
      
         


      

      
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    Section
7.03.        Individual Rights of
Trustee.

     

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

     

    Section
7.04.        Trustee’s Disclaimer.

     

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

     

    Section
7.05.        Notice of Defaults.

     

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

     

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

     

    Within 60
days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA § 313(a) (but if no event described in TIA § 313(a) has
occurred within the twelve months preceding the reporting date, no report need
be transmitted).  The Trustee also shall comply with TIA § 313(b)(2) and
§ 313(b)(1).  The Trustee shall also transmit by mail all reports as
required by TIA § 313(c).

     

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

     

    Section
7.07.        Compensation and
Indemnity.

     

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


    
      
         


      

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

     

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

     

    To secure
the Issuers’ and the Guarantors’ payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the satisfaction and
discharge of this Indenture.

     

    When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(i) or (j) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

     

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

     

    Section
7.08.        Replacement of Trustee.

     

    A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section.


    
      
         


      

      
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    The
Trustee may resign in writing upon 30 days notice at any time and be discharged
from the trust hereby created by so notifying the Issuers.  The Holders of
Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee
by so notifying the Trustee and the Issuers in writing and may appoint a
successor trustee with the consent of the Issuers.  The Issuers may remove
the Trustee if:

     

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

     

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

     

    (c)          
a receiver, Custodian or public officer takes charge of the Trustee or its
property; or

     

    (d)          
the Trustee becomes incapable of acting.

     

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

     

    If a
successor Trustee does not take office within 30 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Issuers or the Holders of Notes
of at least 10% in principal amount of the then outstanding Notes may petition
any court of competent jurisdiction for the appointment of a successor
Trustee.

     

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

     

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

     

    Section
7.09.        Successor Trustee by Merger,
etc.

     

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

     

    
      
        
        

      

      
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    Section
7.10.        Eligibility;
Disqualification.

     

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

     

    This
Indenture shall always have a Trustee who satisfies the requirements of TIA
§ 310(a)(1), (2) and (5).  The Trustee is subject to TIA
§ 310(b).

     

    Section
7.11.        Preferential Collection of Claims
Against Issuers.

     

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

     

    ARTICLE
8

    LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

     

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

     

    The
Issuers may, at the option of their respective Boards of Directors evidenced by
a resolution set forth in an Officers’ Certificate, at any time, exercise their
rights under either Section 8.02 or 8.03 hereof with respect to all
outstanding Notes upon compliance with the conditions set forth below in this
Article 8.

     

    Section
8.02.        Legal Defeasance and
Discharge.

     

    Upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuers shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have discharged
their obligations with respect to all outstanding Notes, and each Guarantor
shall be deemed to have discharged its obligations with respect to its
Subsidiary Guarantee, on the date the conditions set forth in Section 8.04
below are satisfied (hereinafter, “Legal Defeasance”).  For this purpose,
Legal Defeasance means that the Issuers shall be deemed to have paid and
discharged the entire Indebtedness represented by the outstanding Notes, and
each Guarantor shall be deemed to have paid and discharged its Subsidiary
Guarantee (which in each case shall thereafter be deemed to be “outstanding”
only for the purposes of Section 8.05 hereof and the other Sections of this
Indenture referred to in (a) and (b) below) and to have satisfied all its other
obligations under such Notes or Subsidiary Guarantee and this Indenture (and the
Trustee, on demand of and at the expense of the Issuers, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of and premium, if any, interest
and Additional Interest, if any, on such Notes when such payments are due,
(b) the Issuers’ obligations with respect to such Notes under
Sections 2.03, 2.04, 2.06, 2.07, 2.09 and 4.02 hereof and the Appendix,
(c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Issuers’ and the Guarantors’ obligations in connection
therewith and (d) the Legal Defeasance provisions of this
Article 8.  Subject to compliance with this Article 8, the
Issuers may exercise their option under this Section 8.02 notwithstanding
the prior exercise of its option under Section 8.03 hereof.

     

    
      
        
        

      

      
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    If the
Issuers exercise their Legal Defeasance option, each Guarantor will be released
and relieved of any obligations under its Subsidiary Guarantee, and any security
for the Notes (other than the trust) will be released.

     

    Section
8.03.        Covenant Defeasance.

     

    Upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuers shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from their obligations under
the covenants contained in Article 4 (other than those in Sections 4.01, 4.02,
4.06 and 4.14) and in clause (d) of Section 5.01 hereof on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed “outstanding” for all other purposes hereunder.  For
this purpose, Covenant Defeasance means that, with respect to the outstanding
Notes, the Issuers and any Guarantor may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby.  In addition, upon the Issuers’ exercise
under Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(f) through 6.01(h) hereof shall not constitute Events of
Default.

     

    If the
Issuers exercise their Covenant Defeasance option, each Guarantor will be
released and relieved of any obligations under its Subsidiary Guarantee and any
security for the Notes (other than the trust) will be released.

     

    Section
8.04.        Conditions to Legal or Covenant
Defeasance.

     

    In order
to exercise either Legal Defeasance or Covenant Defeasance:

     

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

     

    
      
        
        

      

      
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    (b)         
in the case of an election under Section 8.02 hereof, the Issuers shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the
Trustee confirming that:

     

    (1)          
the Issuers have received from, or there has been published by, the Internal
Revenue Service a ruling; or

     

    (2)          
since the date of this Indenture, there has been a change in the applicable
federal income tax law,

     

    in either
case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Legal Defeasance had
not occurred;

     

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

     

    (d)          no
Default or Event of Default shall have occurred and be continuing 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)          such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     

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

     

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

     

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

     

    Subject
to Section 8.06 hereof, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee pursuant to Section
8.04 or 8.08 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company or any of its Subsidiaries acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, interest and
Additional Interest, if any, but such money need not be segregated from other
funds except to the extent required by law.

     

    
      
        
        

      

      
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    The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 or 8.08 hereof or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the outstanding Notes.

     

    Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuers from time to time upon the written request of the Issuers any
money or non-callable Government Securities held by it as provided in Section
8.04 or 8.08 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance,
Covenant Defeasance or Discharge, as the case may be.

     

    Section
8.06.        Repayment to Issuers.

     

    Subject
to applicable escheat and abandoned property laws, any money or non-callable
Government Securities deposited with the Trustee or any Paying Agent, or then
held by an Issuer, in trust for the payment of the principal of or premium,
interest or Additional Interest, if any, on any Note and remaining unclaimed for
two years after such principal, premium, interest or Additional Interest, if
any, has become due and payable shall be paid to the Issuers on their written
request or (if then held by an Issuer) shall be discharged from such trust; and
the Holder of such Note shall thereafter, as an unsecured creditor, look only to
the Issuers for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money or non-callable Government Securities,
and all liability of the Issuers as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall at the written direction and expense of the
Issuers cause to be published once, in the New York Times and The Wall Street Journal
(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Issuers.

     

    Section
8.07.        Reinstatement.

     

    If the
Trustee or Paying Agent is unable to apply any money or non-callable Government
Securities in accordance with Section 8.05 hereof, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuers’ obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.05 hereof; provided, however, that, if an Issuer makes any payment of
principal of or premium, interest, Additional Interest, if any, on any Note
following the reinstatement of its obligations, such Issuer shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

     

    
      
        
        

      

      
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    Section
8.08.        Discharge.

     

    This
Indenture shall be satisfied and discharged and shall cease to be of further
effect as to all Notes issued hereunder (except for (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in clause (b)
of this Section 8.08, and as more fully set forth in such clause (b), payments
in respect of the principal of and premium, if any, interest and Additional
Interest, if any, on such Notes when such payments are due, (b) the Issuers’
obligations with respect to such Notes under Sections 2.03, 2.04, 2.06, 2.07,
2.09 and 4.02 hereof and the Appendix and (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Issuers’ obligations in
connection therewith), when:

     

    (1)          either:

     

    (a)          all
Notes that have been authenticated, except lost, stolen or destroyed Notes that
have been replaced or paid and Notes for whose payment money has been deposited
in trust and thereafter repaid to the Issuers, have been delivered to the
Trustee for cancellation; or

     

    (b)          all
Notes that have not been delivered to the Trustee for cancellation have become
due and payable or will become due and payable within one year by reason of the
mailing of a notice of redemption or otherwise, and the Issuers or any Guarantor
has irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust solely for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the entire
indebtedness on the Notes not delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest and Additional Interest, if
any, to the date of fixed maturity or redemption;

     

    (2)          no
Default or Event of Default has occurred and is continuing on the date of the
deposit or will occur as a result of the deposit (other than a Default or Event
of Default resulting from the borrowing of funds to be applied to such deposit)
and the deposit will not result in a breach or violation of, or constitute a
default under, any material agreement or instrument (other than this Indenture)
to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound;

     

    (3)          
the Issuers or any Guarantor has paid or caused to be paid all sums payable by
it under this Indenture;

     

    (4)          
the Issuers have delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at fixed maturity or the
redemption date, as the case may be; and

     

    
      
        
        

      

      
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    (5)          
the Issuers have delivered an Officers’ Certificate and an Opinion of Counsel to
the Trustee stating that all conditions precedent to satisfaction and discharge
of this Indenture (“Discharge”) have been satisfied.

     

    ARTICLE
9

    AMENDMENT,
SUPPLEMENT AND WAIVER

     

    Section
9.01.        Without Consent of Holders of
Notes.

     

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

     

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

     

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

     

    (c)          to
provide for the assumption of an Issuer’s obligations to the Holders of Notes
pursuant to Article 5 hereof;

     

    (d)          to
make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder, provided that any change to conform this Indenture to
the Offering Memorandum shall not be deemed to adversely affect the legal rights
hereunder of any Holder;

     

    (e)          to
secure the Notes or the Subsidiary Guarantees pursuant to the requirements of
Section 4.12 or otherwise;

     

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

     

    (g)          to
add any additional Guarantor with respect to the Notes or to evidence the
release of any Guarantor from its Subsidiary Guarantee in accordance with
Article 10 hereof;

     

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

     

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

     

    Upon the
request of the Company authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee shall join with the Issuers and
the Guarantors in the execution of any amended or supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this Indenture
or otherwise.

     

    
      
        
        

      

      
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    Section
9.02.        With Consent of Holders of
Notes.

     

    Except as
provided above in Section 9.01 and below in this Section 9.02, the Issuers, the
Guarantors and the Trustee may amend or supplement this Indenture and the Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in connection
with a purchase of, tender offer or exchange offer for
Notes).  However, without the consent of each Holder affected, an
amendment, supplement or waiver may not (with respect to any Notes held by a
non-consenting Holder):

     

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

     

    (b)          
reduce the principal of or change the fixed maturity of any Note or alter any of
the provisions with respect to the redemption or repurchase of the Notes (except
as provided in Sections 3.09, 4.10 and 4.15 hereof);

     

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

     

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

     

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

     

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

     

    (g)          
waive a redemption or repurchase payment with respect to any Note (other than a
payment required by Sections 3.09, 4.10 and 4.15 hereof);

     

    (h)          
release any Guarantor from any of its obligations under its Subsidiary Guarantee
or this Indenture, except in accordance with the terms of this Indenture;
or

     

    (i)           
make any change in the preceding amendment, supplement and waiver
provisions.

     

    
      
        
        

      

      
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    Upon the
request of the Issuers accompanied by Board Resolutions authorizing their
execution of any such amended or supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of the
Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06 hereof, the Trustee shall join with the Issuers and
the Guarantors in the execution of such amended or supplemental indenture,
unless such amended or supplemental indenture affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
amended or supplemental indenture.

     

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

     

    After an
amendment, supplement or waiver under this Section becomes effective, the
Company shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver.

     

    Section
9.03.        Compliance with Trust Indenture
Act.

     

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

     

    A consent
to any amendment, supplement or waiver under this Indenture by any Holder given
in connection with a purchase, tender or exchange of such Holder’s Notes shall
not be rendered invalid by such purchase, tender or exchange.

     

    Section
9.04.        Effect of Consents.

     

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

     

    Section
9.05.        Notation on or Exchange of
Notes.

     

    The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated.  The Issuers, in exchange
for all Notes, may issue and the Trustee shall authenticate new Notes that
reflect the amendment, supplement or waiver.

     

    Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

     

    Section
9.06.        Trustee to Sign Amendments,
etc.

     

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

     

    
      
        
        

      

      
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    ARTICLE
10

    GUARANTEES
OF NOTES

     

    Section
10.01.      Subsidiary Guarantees.

     

    Subject
to this Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees, on a senior unsecured basis, to each Holder of a
Note authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns, irrespective of the validity and enforceability of this
Indenture, the Notes held thereby and the Obligations of the Issuers hereunder
and thereunder, that: (a) the principal of and premium, if any, interest and
Additional Interest, if any, on the Notes will be promptly paid in full when
due, subject to any applicable grace period, whether at Stated Maturity, by
acceleration, upon repurchase or redemption or otherwise, and interest on the
overdue principal of and premium, (to the extent permitted by law) interest and
Additional Interest, if any, on the Notes, and all other payment Obligations of
the Issuers to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full and performed, all in accordance with the terms hereof and
thereof; and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other Obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at Stated Maturity, by
acceleration, upon repurchase or redemption or otherwise.  Failing
payment when so due of any amount so guaranteed for whatever reason, the
Guarantors will be jointly and severally obligated to pay the same
immediately.  An Event of Default under this Indenture or the Notes
shall constitute an event of default under the Subsidiary Guarantees, and shall
entitle the Holders to accelerate the obligations of the Guarantors hereunder in
the same manner and to the same extent as the Obligations of the
Issuers.

     

    The
Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder with respect to any provisions hereof or thereof, the recovery of
any judgment against an Issuer, any action to enforce the same or any other
circumstance (other than complete performance) which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor.  Each
Guarantor further, to the extent permitted by law, hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of an Issuer, any right to require a proceeding first
against an Issuer, protest, notice and all demands whatsoever and covenants that
its Subsidiary Guarantee will not be discharged except by complete performance
of the Obligations contained in the Notes and this Indenture.

     

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

     

    
      
        
        

      

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

     

    Section
10.02.      [Reserved].

     

    Section
10.03.      Guarantors May Consolidate, etc., on
Certain Terms.

     

    (a)         
No Guarantor shall sell or otherwise dispose of all or substantially all of its
properties or assets to, or consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person), another Person (other than the
Company or another Guarantor), unless, (i) either (1) the Person acquiring the
properties or assets in any such sale or other disposition or the Person formed
by or surviving any such consolidation or merger (if other than such Guarantor)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture, substantially in the form of Annex A hereto, under the
Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein,
or (2) such transaction complies with the provisions of Section 4.10, and
(ii) immediately after giving effect to such transaction, no Default or
Event of Default exists.

     

    (b)         
In the case of any such consolidation or merger and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and substantially in the form of Annex A hereto, of the Subsidiary
Guarantee and the due and punctual performance of all of the covenants of this
Indenture to be performed by the Guarantor, such successor Person shall succeed
to and be substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor.

     

    Section
10.04.      Releases of Subsidiary
Guarantees.

     

    The
Subsidiary Guarantee of a Guarantor shall be released:  (1) in
connection with any sale or other disposition of all or substantially all of the
properties or assets of such Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) the Company or a Restricted Subsidiary of the Company, if the
sale or other disposition complies with Section 4.10; (2) in connection with any
sale or other disposition of Capital Stock of such Guarantor to a Person that is
not (either before or after giving effect to such transaction) the Company or a
Restricted Subsidiary of the Company, if the sale or other disposition complies
with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of the
Company as a result of the sale or other disposition; (3) if the Company
designates any Restricted Subsidiary that is a Guarantor as an Unrestricted
Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon Legal
Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; (5)
upon the liquidation or dissolution of such Guarantor, provided no Default or
Event of Default has occurred that is continuing; or (6) at such time as such
Guarantor ceases both (x) to guarantee any other Indebtedness of either of the
Issuers and any other Guarantor and (y) to be an obligor with respect to any
Indebtedness under any Credit Facility.

     

    
      
        
        

      

      
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    Upon
delivery by the Company to the Trustee of an Officers’ Certificate to the effect
that any of the conditions described in the foregoing clauses (1) – (6) has
occurred, the Trustee shall execute any documents reasonably requested by the
Company in order to evidence the release of any Guarantor from its obligations
under its Subsidiary Guarantee.  Any Guarantor not released from its
obligations under its Subsidiary Guarantee shall remain liable for the full
amount of principal of and premium, interest and Additional Interest, if any, on
the Notes and for the other obligations of such Guarantor under this Indenture
as provided in this Article 10.

     

    Section
10.05.      [Reserved].

     

    Section
10.06.      Limitation on Guarantor
Liability.

     

    The
obligations of each Guarantor under its Subsidiary Guarantee will be limited to
the maximum amount as will, after giving effect to all other contingent and
fixed liabilities of such Guarantor and after giving effect to any collections
from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Subsidiary Guarantee or pursuant
to its contribution obligations under this Indenture, result in the obligations
of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal or state law and not otherwise
being void or voidable under any similar laws affecting the rights of creditors
generally.

     

    ARTICLE
11

    MISCELLANEOUS

     

    Section
11.01.      Trust Indenture Act Controls.

     

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

     

    Section
11.02.      Notices.

     

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

     

    
      
        
        

      

      
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    If to any
of the Issuers or the Guarantors:

     

    BreitBurn
Energy Partners L.P.

    515 South
Flower Street

    Suite
4800

    Los
Angeles, California  90071

    Attention:
Chief Financial Officer

    Telecopier
No.:  213-225-5917

     

    with a copy (not constituting notice)
to:

     

    Vinson
& Elkins L.L.P.

    666 Fifth
Avenue, 26th
Floor

    New York,
New York 10103

    Attention:  Shelley
Barber

    Telecopier
No.:  917-849-5353

    


    If to the
Trustee:

     

    U.S.
Bank, National Association

    Corporate
Trust

    950 17th
Street - 12th Floor

    Denver,
CO 80202

    Attention:  Corporate
Trust Administration

    Telecopier
No.: 303-585-6865

     

    An Issuer, any of the
Guarantors or the Trustee, by notice to the others, may designate
additional or different addresses for subsequent notices or
communications.

     

    All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery in each case to the address shown
above.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
11.04.      Certificate and Opinion as to Conditions
Precedent.

     

    Upon any
request or application by an Issuer to the Trustee to take any action under this
Indenture, such Issuer shall furnish to the Trustee:

     

    (a)          an
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.05 hereof)
stating that, in the opinion of the signers, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     

    (b)          an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

     

    Section
11.05.      Statements Required in Certificate or
Opinion.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    Section
11.06.      Rules by Trustee and Agents.

     

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

     

    Section
11.07.      No Personal Liability of Directors,
Officers, Employees and Unitholders.

     

    No
director, officer, partner, employee, incorporator, manager or unitholder or
other owner of Capital Stock of the Issuers or any Guarantor, as such, shall
have any liability for any obligations of the Issuers or any Guarantor under the
Notes, the Subsidiary Guarantees or this Indenture, or for any claim based on,
in respect of, or by reason of, such obligations or their
creation.  Each Holder of Notes by accepting a Note waives and
releases all such liability.  The waiver and release are part of the
consideration for issuance of the Notes.

     

    Section
11.08.      Governing Law.

     

    THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    Section
11.09.      No Adverse Interpretation of Other
Agreements.

     

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

     

    Section
11.10.      Successors.

     

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

     

    Section
11.11.      Severability.

     

    In case
any provision in this Indenture or in the Notes 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
11.12.      Table of Contents, Headings,
etc.

     

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

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    Section
11.13.      Counterparts.

     

    The
parties may sign any number of copies of this Indenture, and each party hereto
may sign any number of separate copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.  The exchange of copies of this Indenture and of signature
pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Indenture as to the parties hereto and may be used in lieu of
the original Indenture for all purposes.  Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original
signatures for all purposes.

     

    Section
11.14.      Acts of Holders.

     

    (a)          Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by the Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing,
and may be given or obtained in connection with a purchase of, or tender offer
or exchange offer for, outstanding Notes; 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.  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 conclusive in favor of the Trustee and the Issuers if made in the
manner provided in this Section 11.14.

     

    (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 such witness, notary or officer 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 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)          Notwithstanding
anything to the contrary contained in this Section 11.14, the principal amount
and serial numbers of Notes held by any Holder, and the date of holding the
same, shall be proved by the register of the Notes maintained by the Registrar
as provided in Section 2.03.

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    (d)          If
the Issuers shall solicit from the Holders of the Notes any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Issuers may,
at their option, by or pursuant to a resolution of the Board of Directors of the
Company, fix in advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Issuers shall have no obligation to do
so.  Notwithstanding TIA Section 316(c), such record date shall be the
record date specified in or pursuant to such Board Resolution, which shall be a
date not earlier than the date 30 days prior to the first solicitation of
Holders generally in connection therewith or the date of the most recent list of
Holders forwarded to the Trustee prior to such solicitation pursuant to Section
2.05 and not later than the date such solicitation is completed.  If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of the then outstanding Notes have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the then
outstanding Notes shall be computed as of such record date; provided that no
such authorization, agreement or consent by the Holders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than eleven months after the record
date.

     

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

     

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

     

    (g)          For
purposes of this Indenture, any action by the Holders that may be taken in
writing may be taken by electronic means or as otherwise reasonably acceptable
to the Trustee.

     

    Section
11.15.     Patriot Act.


     

    The
parties hereto acknowledge that in accordance with Section 326 of the U.S.A.
Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee.  The
parties to this Indenture agree that they will provide the Trustee with such
information within their possession or control as it may reasonably request in
order for the Trustee to satisfy the requirements of the U.S.A. Patriot
Act.


    
      
         


      

      
        88

        
          

        

      

      
         


      

    


    SIGNATURES

     

    
      
        	
                BREITBURN
      ENERGY PARTNERS L.P.

              
	 
      
	
                By:

              	
                BreitBurn
      GP, LLC,

              
	 
      	
                its
      general partner

              
	 
      	 
      
	
                By:

              	
                  /s/ Halbert S.
      Washburn

              
	 
      	
                Name:
      Halbert S. Washburn

              
	 
      	
                Title:  
      Chief Executive Officer

              
	 
      	 
      
	
                BREITBURN
      FINANCE CORPORATION

              
	 
      	 
      
	
                By:

              	
                  /s/ Halbert S.
      Washburn

              
	 
      	
                Name:
      Halbert S. Washburn

              
	 
      	
                Title:  
      Co-Chief Executive Officer

              


      

    

    


    Guarantors

    


    
      
        	
                BREITBURN
      OPERATING GP, LLC

              
	 
      
	
                By:

              	
                  /s/ Halbert S.
      Washburn

              
	 
      	
                Name:
      Halbert S. Washburn

              
	 
      	
                Title:  
      Chief Executive Officer

              
	 
      	 
      
	
                BREITBURN
      GP, LLC

              
	 
      	 
      
	
                By:

              	
                  /s/ Halbert S.
      Washburn

              
	 
      	
                Name:
      Halbert S. Washburn

              
	 
      	
                Title:  
      Chief Executive Officer

              
	 
      	 
      
	
                BREITBURN
      MANAGEMENT COMPANY, LLC

              
	 
      	 
      
	
                By:

              	
                  /s/ Halbert S.
      Washburn

              
	 
      	
                Name:
      Halbert S. Washburn

              
	 
      	
                Title:  
      Chief Executive Officer

              


      

    

     

    
      
         


      

      
        89

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    BREITBURN
      OPERATING L.P.

                  
	 
      
	
                    By:

                  	
                    BreitBurn
      Operating GP, LLC,

                  
	 
      	
                    its
      general partner

                  
	 
      	 
      
	
                    By:

                  	
                      /s/ Halbert S.
      Washburn

                  
	 
      	
                    Name:
      Halbert S. Washburn

                  
	 
      	
                    Title:  
      Chief Executive Officer

                  
	 
      	 
      
	
                    ALAMITOS
      COMPANY

                  
	 
      
	
                    By:

                  	
                      /s/ Halbert S.
      Washburn

                  
	 
      	
                    Name:
      Halbert S. Washburn

                  
	 
      	
                    Title: 
       Co-President

                  
	 
      	 
      	 
      
	
                    BREITBURN
      FLORIDA LLC

                  
	 
      
	
                    By:

                  	
                    BreitBurn
      Operating L.P.,

                  
	 
      	
                    its
      sole member

                  
	 	 
	 
      	
                    By:

                  	
                    BreitBurn
      Operating GP, LLC,

                  
	 
      	 
      	
                    its
      general partner

                  
	 
      	 
      	 
      
	
                    By:

                  	
                      /s/ Halbert S.
      Washburn

                  
	 
      	
                    Name:
      Halbert S. Washburn

                  
	 
      	
                    Title: 
       Chief Executive Officer

                  
	 
      	 
      
	
                    BREITBURN
      FULTON LLC

                  
	 
      	 
      
	
                    By:

                  	
                      /s/ Bruce D.
      McFarland

                  
	 
      	
                    Name:
      Bruce D. McFarland

                  
	 
      	
                    Title:  
      Secretary

                  


          

        

      

    

     

    
      
         


      

      
        90

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      BEAVER
      CREEK PIPELINE, L.L.C.

                    
	
                      GTG
      PIPELINE LLC

                    
	
                      MERCURY
      MICHIGAN COMPANY, LLC

                    
	
                      TERRA
      ENERGY COMPANY LLC

                    
	
                      TERRA
      PIPELINE COMPANY LLC

                    
	 
      	 
      
	
                      By:

                    	
                        /s/ Halbert S.
      Washburn

                    
	 
      	
                      Name:
      Halbert S. Washburn

                    
	 
      	
                      Title: 
       Co-Chief Executive Officer

                    
	 
      	 
      
	
                      PHOENIX
      PRODUCTION COMPANY

                    
	
                      PREVENTIVE
      MAINTENANCE SERVICES LLC

                    
	 
      	 
      
	
                      By:

                    	
                        /s/ Halbert S.
      Washburn

                    
	 
      	
                      Name:
      Halbert S. Washburn

                    
	 
      	
                      Title:  
      Co-President

                    


            

          

        

      

    

     

    
      
         


      

      
        91

        
          

        

      

      
         


      

    

    


    
      
        	
                U.S.
      Bank National Association

              
	 
      	 
      
	
                By:

              	
                  /s/ Leland
    Hansen

              
	 
      	
                Name:
      Leland Hansen

              
	 
      	
                Title:
      Vice President

              


      

    

     

    
      
         


      

      
        92

        
          

        

      

      
         


      

    


    RULE
144A/REGULATION S APPENDIX

     

    PROVISIONS
RELATING TO INITIAL NOTES

    AND
EXCHANGE NOTES

     

    1.          
Definitions

     

    1.1          
Definitions.

     

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

     

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

     

    “Exchange
Notes” means (1) the 8.625% Senior Notes due 2020 issued pursuant to the
Indenture in connection with a Registered Exchange Offer pursuant to a
Registration Rights Agreement and (2) Additional Notes, if any, issued
pursuant to a registration statement filed with the SEC under the Securities
Act.

     

    “Initial
Notes” means (1) $305.0 million aggregate principal amount of 8.625% Senior
Notes due 2020 issued on the Initial Issuance Date and (2) Additional
Notes, if any, issued in a transaction exempt from the registration requirements
of the Securities Act.

     

    “Initial
Purchasers” means (1) with respect to the Initial Notes issued on the
Initial Issuance Date, Barclays Capital Inc., Wells Fargo Securities, LLC, BMO
Capital Markets Corp., RBC Capital Markets Corporation, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC, Mitsubishi UFJ Securities (USA), Inc.,
BNP Paribas Securities Corp., RBS Securities Inc., Scotia Capital (USA) Inc.,
Daiwa Capital Markets America Inc., TD Securities (USA) LLC, US Bancorp
Investments, Inc., Global Hunter Securities, LLC and Imperial Capital, LLC and
(2) with respect to each issuance of Additional Notes, the Persons purchasing
such Additional Notes under the related Purchase Agreement.

     

    “Notes”
means the Initial Notes, the Additional Notes and the Exchange Notes, treated as
a single class.

     

    “Notes
Custodian” means the custodian with respect to a Global Note (as appointed by
the Depository), or any successor Person thereto and shall initially be the
Trustee.

     

    “Purchase
Agreement” means (1) with respect to the Initial Notes issued on the
Initial Issuance Date, the Purchase Agreement dated October 1, 2010 among
the Issuers, the Guarantors and the Initial Purchasers, and (2) with
respect to each issuance of Additional Notes, the purchase agreement or
underwriting agreement among the Issuers and the Persons purchasing such
Additional Notes.

     

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


    
      
         


      

      
        App. -
1

        
          

        

      

      
         


      

    


    “Registration
Rights Agreement” means (1) with respect to the Initial Notes issued on the
Initial Issuance Date, the Registration Rights Agreement dated October
6, 2010 among the Issuers, the Guarantors and the Initial Purchasers, and
(2) with respect to each issuance of Additional Notes issued in a
transaction exempt from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Issuers and the Persons
purchasing such Additional Notes under the related Purchase
Agreement.

     

    “Shelf
Registration Statement” means the registration statement issued by the Company
in connection with the offer and sale of Initial Notes pursuant to a
Registration Rights Agreement.

     

    “Transfer
Restricted Securities” means Notes that bear or are required to bear the legend
set forth in Section 2.3(b) hereof.

     

    1.2          
Other
Definitions.

     

    
      
        
          
            
              
                	
                        Term

                      	 
      	
                        Defined in Section:

                      
	
                        “Agent
      Members”

                      	 
      	
                        2.1(b)

                      
	
                        “Distribution
      Compliance Period”

                      	 
      	
                        2.1(b)

                      
	
                        “Global
      Note”

                      	 
      	
                        2.1(a)

                      
	
                        “Regulation
      S”

                      	 
      	
                        2.1(a)

                      
	
                        “Regulation
      S Notes”

                      	 
      	
                        2.1(a)

                      
	
                        “Restricted
      Global Note”

                      	 
      	
                        2.1(a)

                      
	
                        “Rule
      144A”

                      	 
      	
                        2.1(a)

                      
	
                        “Rule
      144A Notes”

                      	 
      	
                        2.1(a)

                      


              

            

          

        

      

    

     

    2.          
The
Notes.

     

    2.1          
(a)  Form
and Dating.  Initial Notes offered and sold to QIBs in reliance
on Rule 144A (“Rule 144A Notes”) under the Securities Act (“Rule
144A”) or in reliance on Regulation S (“Regulation S Notes”) under the
Securities Act (“Regulation S”), in each case as provided in a Purchase
Agreement, shall be issued initially in the form of one or more permanent global
Notes in definitive, fully registered form without interest coupons with the
global Notes legend and restricted Notes legend set forth in Exhibit 1 hereto
(each, a “Restricted Global Note”), which shall be deposited on behalf of the
purchasers of the Initial Notes represented thereby with the Trustee, as
custodian for the Depository (or with such other custodian as the Depository may
direct), and registered in the name of the Depository or a nominee of the
Depository, duly executed by the Issuers and authenticated by the Trustee as
hereinafter provided.  Beneficial interests in a Restricted Global
Note representing Initial Notes sold in reliance on either Rule 144A or
Regulation S may be held through Euroclear or Clearstream, as indirect
participants in the Depository.  The aggregate principal amount of the
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depository or its nominee as hereinafter
provided.  Exchange Notes shall be issued in global form (with the
global Notes legend set forth in Exhibit 1 hereto) or in certificated form as
provided in Section 2.4 of this Appendix.  Exchange Notes issued
in global form and Restricted Global Notes are sometimes referred to in this
Appendix as “Global Notes.”

     

    
      
        
        

      

      
        App. -
2

        
          

        

      

      
        
        

      

    


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

     

    The
Issuers shall execute and the Trustee shall, in accordance with this Section
2.1(b), authenticate and deliver initially one or more Global Notes that (a)
shall be registered in the name of the Depository for such Global Note or Global
Notes or the nominee of such Depository and (b) shall be delivered by the
Trustee to such Depository or pursuant to such Depository’s instructions or held
by the Trustee as custodian for the Depository.  If such Global Notes
are Restricted Global Notes, then separate Global Notes shall be issued to
represent Rule 144A Notes and Regulation S Notes so long as required
by law or the Depository.

     

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

     

    Until the
40th day after the later of the commencement of the offering of any Initial
Notes and the original issue date of such Initial Notes (such period, the
“Distribution Compliance Period”), a beneficial interest in a Restricted Global
Note representing Regulation S Notes may be transferred to a Person who
takes delivery in the form of an interest in a Restricted Global Note
representing Rule 144A Notes only if the transferor first delivers to the
Trustee a written certificate (in the form provided in Exhibit 1 hereto) to
the effect that such transfer is being made to a Person who the transferor
reasonably believes is purchasing for its own account or accounts as to which it
exercises sole investment discretion and that such Person is a QIB, in each case
in a transaction meeting the requirements of Rule 144A and in accordance with
any applicable securities laws of any state of the United States or any other
jurisdiction.  After the expiration of the Distribution Compliance
Period, such certification requirements shall not apply to such transfers of
beneficial interests in a Restricted Global Note representing Regulation S
Notes.

     

    Beneficial
interests in a Restricted Global Note representing Rule 144A Notes may be
transferred to a Person who takes delivery in the form of an interest in a
Restricted Global Note representing Regulation S Notes, whether before or
after the expiration of the Distribution Compliance Period, only if the
transferor first delivers to the Trustee a written certificate (in the form
provided in Exhibit 1 hereto) to the effect that such transfer is being
made in accordance with Rule 904 of Regulation S or Rule 144 (if
available).

     

    (c)          
Certificated
Notes.  Except as provided in Section 2.3 or 2.4, owners of
beneficial interests in Restricted Global Notes shall not be entitled to receive
physical delivery of certificated Notes.  Certificated Notes shall not
be exchangeable for beneficial interests in Global Notes, except with the
consent of the Company.


    
      
         


      

      
        App. -
3

        
          

        

      

      
         


      

    


    2.2         
Authentication.  The
Trustee shall authenticate and deliver:  (1) on the Initial
Issuance Date, an aggregate principal amount of $305.0 million 8.625%
Senior Notes due 2020, (2) any Additional Notes for an original issue in an
aggregate principal amount specified in the written order of the Issuers
pursuant to Section 2.02 of the Indenture and (3) Exchange Notes for
issue only in a Registered Exchange Offer, pursuant to a Registration Rights
Agreement, for a like principal amount of Initial Notes, in each case upon a
written order of the Issuers.  Such order shall specify the amount of
the Notes to be authenticated, the date on which the original issue of Notes is
to be authenticated and to whom the Notes shall be registered and delivered and,
in the case of any issuance of Additional Notes pursuant to Section 2.13 of
the Indenture, shall certify that such issuance is in compliance with
Section 4.09 of the Indenture.

     

    2.3         
Transfer and
Exchange.

     

    (a)         
Transfer and Exchange
of Global Notes.  

     

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

     

    (ii)          Notwithstanding
any other provisions of this Appendix, a Global Note may not be transferred as a
whole except by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.

     

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

     

    
      
        
        

      

      
        App. -
4

        
          

        

      

      
        
        

      

    

     

    (b)          Legends.

     

    (i)          
Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note
certificate evidencing the Restricted Global Notes (and all Notes issued in
exchange therefor or in substitution thereof) shall bear a legend in
substantially the following form:

     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS
ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE
“RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER
(1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION  TERMINATION
DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

     

    
      
        
        

      

      
        App. -
5

        
          

        

      

      
        
        

      

    

     

    (ii)          The
Company, acting in its discretion, may remove the legend set forth in
paragraph (i) above from any Transfer Restricted Security at any time on or
after the Resale Restriction Termination Date applicable to such Transfer
Restricted Security. Without limiting the generality of the preceding sentence,
the Company may effect such removal by issuing and delivering, in exchange for
such Transfer Restricted Security, a Note without such legend, registered to the
same Holder and in an equal principal amount, and upon receipt of a written
order of the Company given at least three Business Days in advance of the
proposed date of exchange specified therein (which shall be no earlier than the
Resale Restriction Termination Date), the Trustee shall authenticate and deliver
such Note as directed in such order.

     

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

     

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

     

    (c)         
Cancellation or
Adjustment of Global Note.  At such time as all beneficial
interests in a Global Note have either been exchanged for certificated Notes,
redeemed, purchased or canceled, such Global Note shall be returned to the
Trustee for cancellation or retained and canceled by the Trustee.  At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for certificated Notes, redeemed, purchased or canceled, or if any
certificated Note is exchanged for such a beneficial interest, the principal
amount of Notes represented by such Global Note shall be reduced or increased,
as appropriate, and an adjustment shall be made on the books and records of the
Trustee (if it is then the Notes Custodian for such Global Note) with respect to
such Global Note, by the Trustee or the Notes Custodian, to reflect such
reduction or increase, as the case may be.

     

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

     

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

     

    (ii)          No
service charge shall be made for any registration of transfer or exchange, but
the Issuers may require payment of a sum sufficient to cover any transfer tax,
assessments or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments or similar governmental charge
payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05
and of the Indenture).

     

    
      
        
        

      

      
        App. -
6

        
          

        

      

      
        
        

      

    

     

    (iii)         The
Registrar shall not be required to register the transfer of or exchange of any
Note or portion of a Note selected for redemption, except for the unredeemed
portion of any Note being redeemed in part.  Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed.

     

    (iv)         Prior
to the due presentation for registration of transfer of any Note, the Issuers,
the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and
treat the Person in whose name a Note is registered as the absolute owner of
such Note for the purpose of receiving payment of principal of, premium, if any,
interest and Additional Interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note is overdue, and none of the
Issuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be
affected by notice to the contrary.

     

    (v)          All
Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or
exchange.

     

    (e)          No Obligation of the
Trustee.

     

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

     

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

     

    
      
        
        

      

      
        App. -
7

        
          

        

      

      
        
        

      

    

     

    2.4          Certificated
Notes.

     

    (a)          
A Global Note deposited with the Depository or with the Trustee as custodian for
the Depository pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of certificated Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.3 and
(i) the Depository notifies the Issuers that it is unwilling or unable to
continue as Depository for such Global Note or if at any time such Depository
ceases to be a “clearing agency” registered under the Exchange Act and in either
event a successor depositary is not appointed by the Issuers within 90 days, or
(ii) an Event of Default has occurred and is continuing and DTC notifies
the Trustee of its decision to exchange the Global Notes.  Except as
provided in the preceding sentence, and notwithstanding any contrary indication
in Section 2.3(b), beneficial interests in a Global Note may be exchanged
for certificated Notes only with the consent of the Company, including if an
affiliate (as defined in Rule 144) of the Company acquires such
interests.

     

    (b)          
Any Global Note that is transferable to the beneficial owners thereof pursuant
to this Section shall be surrendered by the Depository or the Notes Custodian to
the Trustee located at its Corporate Trust Office to be so transferred, in whole
or from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Global Note, an equal
aggregate principal amount of certificated Notes of authorized
denominations.  Any portion of a Global Note transferred pursuant to
this Section shall be executed, authenticated and delivered only in minimum
denominations of $2,000 principal amount and any integral multiple of $1,000 in
excess of $2,000 and registered in such names as the Depository shall
direct.  Any certificated Note delivered in exchange for an interest
in a Global Note shall, except as otherwise provided by Section 2.3(b),
bear the restricted Notes legend set forth in Exhibit 1 hereto.

     

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

     

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


    
      
         


      

      
        App. -
8

        
          

        

      

      
         


      

    


    EXHIBIT
1 TO RULE 144A/REGULATION S APPENDIX


     

    [FORM OF
FACE OF INITIAL NOTE]

     

    [Global
Notes Legend]

     

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

     

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

     

    [Restricted
Notes Legend]

     

    THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE, NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE, BY ITS
ACCEPTANCE HEREOF, AGREES NOT TO OFFER, SELL, OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE
“RESALE RESTRICTION TERMINATION DATE”), EXCEPT THAT THE NOTES MAY BE TRANSFERRED
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE, OR TRANSFER
(1) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION  TERMINATION
DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION, AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (2) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.


    
      
         


      

      
        Ex. 1 to
App. - 1

        
          

        

      

      
         


      

    


    BREITBURN
ENERGY PARTNERS L.P.

     

    BREITBURN
FINANCE CORPORATION


     

    
      	
              No.
      [    ]

            	
              $[                ] 

            


    

     

    CUSIP No.
[                 ]

    ISIN No.
[                 ]


     

    8.625%
Senior Note due 2020

     

    BreitBurn
Energy Partners L.P., a Delaware limited partnership, and BreitBurn Finance
Corporation, a Delaware corporation, jointly and severally promise to pay to
__________, or registered assigns, the principal sum of _________ Dollars on
October 15, 2020 [or such greater or lesser amount as may be indicated on
Schedule A hereto].1

     

    Interest
Payment Dates:  April 15 and October 15.

     

    Record
Dates:  April 1 and October 1.

     

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

    


    
      
        	 
      	
                BreitBurn
      Energy Partners L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                BreitBurn
      GP, LLC,

              
	 
      	 
      	
                its
      general partner

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:

              
	 
      	 
      	 
      	
                Title:

              


      

    

    


    
      
        	 
      	
                BreitBurn
      Finance Corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      


      

    

      

    
      

    

    
      1 If this
Note is a Global Note, add this provision.

    

     

    
      
        
        

      

      
        Ex. 1 to
App. - 2

        
          

        

      

      
        
        

      

    

     

    TRUSTEE’S
CERTIFICATE OF

    AUTHENTICATION


     

    U.S. Bank
National Association,

    as
Trustee, certifies that

    this is
one of the Notes

    referred
to in the Indenture.

     

    
      
        
          	
                  By

                	 
      	 
      
	 
      	
                  Authorized
      Signatory

                


        

      

    

     

    Dated:


    
      
         


      

      
        Ex. 1 to
App. - 3

        
          

        

      

      
         


      

    


    [FORM OF
REVERSE SIDE OF INITIAL NOTE]

     

    8.625%
Senior Note due 2020

     

    Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.

     

    1.         
Interest.  BreitBurn
Energy Partners L.P., a Delaware limited liability company (the “Company”), and
BreitBurn Finance Corporation, a Delaware corporation (the “Finance Corp.” and,
together with the Company, the “Issuers”), jointly and severally promise to pay
interest on the principal amount of this Note at 8.625% per annum from October
6, 2010 until maturity and shall pay the Additional Interest payable
pursuant to Section 5 of the Registration Rights Agreement referred to
below.  The Issuers will pay interest and Additional Interest, if any,
semi-annually in arrears on April 15 and October 15 of each year, commencing
April 15, 2011, or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest Payment Date”).  Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default or Event of Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of
the original issuance of Notes, in which case interest shall accrue from the
date of authentication.  The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is the
rate then in effect; they shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent
lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     

    2.         
Method of
Payment.  The Issuers will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the April 1 or October 1 next
preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.11 of the Indenture with respect to defaulted
interest.  Holders must surrender Notes to the Paying Agent to collect
payments of principal and premium, if any, together with accrued and unpaid
interest and Additional Interest, if any, due at maturity.  The Notes
will be payable as to principal, premium, if any, interest and Additional
Interest, if any, at the office or agency of the Issuers maintained for such
purpose within the City and State of New York, or, at the option of the Issuers,
payment of interest and Additional Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to any amounts due on all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Issuers
or the Paying Agent.  Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

     

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


    
      
         


      

      
        Ex. 1 to
App. - 4

        
          

        

      

      
         


      

    


    4.         
Indenture.  The
Issuers issued the Notes under an Indenture dated as of
October 6, 2010 (“Indenture”) among the Issuers, the Guarantors and
the Trustee.  The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb).  The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms.  The Notes are unsecured
senior obligations of the Issuers limited to $305.0 million aggregate
principal amount in the case of Notes issued on the Initial Issuance Date (as
defined in the Indenture).

     

    5.         
Optional
Redemption.

     

    (a)        Except
as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the
Issuers shall not have the option to redeem the Notes prior to October
15, 2015.  On or after October 15, 2015, the Issuers shall
have the option to redeem the Notes, in whole or in part at any time, upon prior
notice as set forth in Paragraph 8, at the redemption prices (expressed as
percentages of principal amount) set forth below, plus accrued and unpaid
interest and Additional Interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on an Interest Payment Date that is on or prior to the
redemption date), if redeemed during the twelve-month period beginning on
October 15 of the years indicated below:

     

    
      
        
          
            
              
                	
                        YEAR

                      	 	
                        PERCENTAGE

                      	 
	
                        2015

                      	 	 	104.313	%
	
                        2016

                      	 	 	102.875	%
	
                        2017

                      	 	 	101.438	%
	
                        2018
      and thereafter

                      	 	 	100.000	%


              

            

          

        

      

    

     

    (b)        Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior
to October 15, 2013, the Issuers may on any one or more occasions redeem up to
35% of the aggregate principal amount of Notes (including any Additional Notes)
issued under the Indenture at a redemption price of 108.625% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if
any, thereon to the redemption date (subject to the right of Holders of record
on the relevant record date to receive interest due on an Interest Payment Date
that is on or prior to the redemption date), with the net cash proceeds of one
or more Equity Offerings by the Company; provided that (i) at least 65% of
the aggregate principal amount of Notes (including any Additional Notes) issued
under the Indenture remains outstanding immediately after the occurrence of each
such redemption (excluding any Notes held by the Company and its Subsidiaries)
and (ii) each such redemption occurs within 120 days of the date of
the closing of each such Equity Offering.

     

    (c)        Prior
to October 15, 2015, the Issuers may redeem all or part of the Notes at a
redemption price equal to the sum of (1) the principal amount thereof, plus (2)
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on an interest payment date that is on or prior to the redemption date), plus
(3) the Make Whole Premium at the redemption date.


    
      
         


      

      
        Ex. 1 to
App. - 5

        
          

        

      

      
         


      

    


    (d)        The
Notes may also be redeemed, as a whole, following certain Change of Control
Offers, at the redemption price and subject to the conditions set forth in
Section 4.15(6) of the Indenture.

     

    6.         
Mandatory
Redemption.

     

    Except as
set forth in Paragraph 7 below, neither of the Issuers shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes or to
repurchase the Notes at the option of the Holders.

     

    7.         
Repurchase at Option
of Holder.

     

    (a)       
Within 30 days following the occurrence of a Change of Control, unless the
Issuers have previously or concurrently exercised their right to redeem all of
the Notes as described in paragraph 5 above, the Company shall make a cash
tender offer (a “Change of Control Offer”) to repurchase all or any part (equal
to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each
Holder’s Notes at a purchase price equal to 101% of the aggregate principal
amount of Notes repurchased, plus accrued and unpaid interest and Additional
Interest, if any, to the date of settlement (the “Change of Control Settlement
Date”), subject to the right of Holders of record on the relevant record date to
receive interest due on an Interest Payment Date that is on or prior to the
Change of Control Settlement Date.  Within 30 days following a Change
of Control, unless the Issuers have previously or concurrently exercised their
right to redeem all of the Notes as described in paragraph 5 above, the Company
shall mail a notice of the Change of Control Offer to each Holder and the
Trustee describing the transaction that constitutes the Change of Control and
setting forth the procedures governing the Change of Control Offer as required
by Section 4.15 of the Indenture.

     

    (b)       
On the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds
then exceeds $20.0 million, the Company shall commence an offer to all Holders
of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture, and
to all holders of any Pari Passu Indebtedness then outstanding, to purchase the
maximum principal amount of Notes and such Pari Passu Indebtedness that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount of the Notes plus accrued and unpaid
interest and Additional Interest, if any, thereon to the date of settlement,
subject to the right of Holders of record on the relevant record date to receive
interest due on an Interest Payment Date that is on or prior to the Settlement
Date, in accordance with the procedures set forth in the
Indenture.  If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such remaining Excess Proceeds for any
purpose not otherwise prohibited by the Indenture.  If the aggregate
principal amount of Notes surrendered by Holders thereof and Pari Passu
Indebtedness surrendered by holders or lenders, collectively, exceeds the amount
of Excess Proceeds, the Trustee shall select the Notes and Pari Passu
Indebtedness to be purchased on a pro rata basis (with such adjustments as may
be deemed appropriate by the Trustee so that only Notes in denominations of
$2,000, or integral multiples of $1,000 in excess of $2,000, shall be purchased)
on the basis of the aggregate principal amount of tendered Notes and Pari Passu
Indebtedness.  Holders of Notes that are the subject of an offer to
purchase will receive an Asset Sale Offer from the Company prior to any related
purchase date and may elect to have such Notes purchased by completing the form
entitled “Option of Holder to Elect Purchase” on the reverse of the
Notes.


    
      
         


      

      
        Ex. 1 to
App. - 6

        
          

        

      

      
         


      

    


    8.         
Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days (except as otherwise provided in the Indenture if
the notice is issued in connection with a Legal Defeasance, Covenant Defeasance
or Discharge) before the redemption date to each Holder whose Notes are to be
redeemed at its registered address.  If mailed in the manner provided
for in Section 3.03 of the Indenture, the notice of optional redemption shall be
conclusively presumed to have been given whether or not a Holder receives such
notice.  Failure to give timely notice or any defect in the notice
shall not affect the validity of the redemption.  Notes in
denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000 in excess of $2,000, unless all of the Notes held by a
Holder are to be redeemed.  On and after the redemption date interest
and Additional Interest, if any, cease to accrue on Notes or portions thereof
called for redemption.

     

    9.         
Guarantees.  The
payment by the Issuers of the principal of and premium, interest and Additional
Interest, if any, on the Notes is fully and unconditionally guaranteed on a
joint and several senior unsecured basis by each of the Guarantors to the extent
set forth in the Indenture.

     

    10.        Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents, and the Company may require a Holder to pay any taxes
due on transfer or exchange.  The Issuers need not exchange or
register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in
part.  Also, they need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be
redeemed.

     

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

     

    12.        Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the then outstanding Notes, and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented (1) to cure any
ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in
addition to or in place of certificated Notes, (3) to provide for the
assumption of an Issuer’s obligations to Holders of the Notes pursuant to
Article 5 of the Indenture, (4) to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder,
provided that any change to conform the Indenture to the Offering Memorandum
shall not be deemed to adversely affect the legal rights under the Indenture of
any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to
Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance
of Additional Notes in accordance with the limitations set forth in the
Indenture, (7) to add any additional Guarantor with respect to the Notes or to
evidence the release of any Guarantor from its Subsidiary Guarantee, in each
case as provided in the Indenture, (8) to comply with the requirements of the
SEC in order to effect or maintain the qualification of the Indenture under the
Trust Indenture Act or (9) to evidence or provide for the acceptance of
appointment under the Indenture of a successor Trustee.


    
      
         


      

      
        Ex. 1 to
App. - 7

        
          

        

      

      
         


      

    


    13.         
Defaults and
Remedies.  Events of Default include: (i) default for 30 days
in the payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of the principal of or premium, if any,
on the Notes when due at Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise; (iii) failure by the Company
to comply with Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure
by the Company for 180 days after notice to comply with Section 4.03 of the
Indenture; (v) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (vi) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the Initial Issuance
Date, if such default (a) is caused by a failure to pay principal of, or premium
or interest, if any, on such Indebtedness prior to the expiration of any grace
period provided in such Indebtedness (a “Payment Default”) or (b) results in the
acceleration of such Indebtedness prior to its Stated Maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates in excess
of $10.0 million, provided that if any such Payment Default is cured or waived
or any such acceleration rescinded, or such Indebtedness is repaid, within a
period of 60 days from the continuation of such Payment Default beyond the
applicable grace period or the occurrence of such acceleration, as the case may
be, such Event of Default and any consequential acceleration of the Notes shall
be automatically rescinded, so long as such rescission does not conflict with
any judgment or decree; (vii) failure by the Company or any of its Subsidiaries
to pay final judgments aggregating in excess of $10.0 million (to the extent not
covered by insurance by a reputable and creditworthy insurer as to which the
insurer has not disclaimed coverage), which judgments are not paid, discharged
or stayed for a period of 60 days; (viii) except as permitted by the
Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect
or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Subsidiary Guarantee; and (ix) certain
events of bankruptcy, insolvency or reorganization with respect to the Company,
Finance Corp., any of the Company’s Restricted Subsidiaries that is a
Significant Subsidiary of the Company or any group of Restricted Subsidiaries of
the Company that, taken together, would constitute a Significant Subsidiary of
the Company as specified in Section 6.01(i) or 6.01(j) of the
Indenture.  If any Event of Default occurs and is continuing, the
Trustee, by notice to the Issuers, or the Holders of at least 25% in principal
amount of the then outstanding Notes, by notice to the Issuers and the Trustee,
may declare all the Notes to be due and payable
immediately.  Notwithstanding the preceding, in the case of an Event
of Default arising from such events of bankruptcy, insolvency or reorganization
described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding
Notes will become due and payable without further action or
notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power conferred on it.  The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal, interest, premium or Additional Interest) if it determines
that withholding notice is in their interest.  The Holders of a
majority in principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of the principal of or
premium, interest or Additional Interest, if any, on the Notes.  The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and, so long as any Notes are outstanding, the
Issuers are required upon certain Officers becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


    
      
         


      

      
        Ex. 1 to
App. - 8

        
          

        

      

      
         


      

    


    14.        Defeasance and
Discharge.  The Notes are subject to defeasance and discharge
upon the terms and conditions specified in the Indenture.

     

    15.        No Recourse Against
Others.  No director, officer, partner, employee, incorporator,
manager or unitholder or other owner of Capital Stock of the Issuers or any
Guarantor, as such, shall have any liability for any obligations of the Issuers
or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture, or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases
all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.

     

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

     

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

     

    18.        Additional Rights of Holders
of Transfer Restricted Securities.  In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Transfer Restricted
Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of October 6, 2010, among the Issuers, the Guarantors and the
Initial Purchasers (the “Registration Rights Agreement”).

     

    19.        CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP numbers and corresponding ISIN numbers in notices of
redemption as a convenience to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of  redemption and reliance may be placed only on the
other identification numbers placed thereon.


    
      
         


      

      
        Ex. 1 to
App. - 9

        
          

        

      

      
         


      

    


    20.        Governing
Law.  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    21.        Successors.  In
the event a successor assumes all the obligations of an Issuer under the Notes
and the Indenture, pursuant to the terms thereof, such Issuer will be released
from all such obligations.

     

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

     

    BreitBurn
Energy Partners L.P.

    515 South
Flower Street

    Suite
4800

    Los
Angeles, CA  90071

    Attention:  Chief
Financial Officer


    
      
         


      

      
        Ex. 1 to
App. - 10

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

     

    To assign
this Note, fill in the form below:

     

    I or we
assign and transfer this Note to

     

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

            
	 
      
	
              (Insert
      assignee’s Soc. Sec. or tax I.D.
No.)

            


    

     

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

     

    
      
        	
                Date:

              	 
      	 
      	
                Your
      Signature:   

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

              


      

    

     

    Signature
Guarantee:

    


    
      	 
      	 
      
	
              (Signature
      must be guaranteed)

            


    

    


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


     

    
      
        

      

       

      In
connection with any transfer of any of the Notes evidenced by this certificate
occurring prior to one year after the later of the date of original issuance of
such Notes (or the date of any subsequent reopening of the Notes) and the last
date, if any, on which such Notes were owned by an Issuer or any Affiliate of an
Issuer (or, in the case of Regulation S Notes, prior to the expiration of the
Distribution Compliance Period), the undersigned confirms that such Notes are
being transferred in accordance with its terms:

    

    


    CHECK ONE
BOX BELOW

     

    
      
        
          	
                	
                  (1)           o

                	
                  to
      an Issuer; or

                


        

      

    

     

    
      
        
          	
                	
                  (2)           o

                	
                  pursuant
      to an effective registration statement under the Securities Act of 1933;
      or

                


        

      

    

     

    
      
        
          	
                	
                  (3)           o

                	
                  to
      a person who the undersigned reasonably believes is a “qualified
      institutional buyer” (as defined in Rule 144A under the Securities
      Act of 1933) that is purchasing for its own account or for the account of
      a qualified institutional buyer to whom notice is given that such transfer
      is being made in reliance on Rule 144A, in each case pursuant to and in
      compliance with Rule 144A under the Securities Act of 1933;
      or

                


        

      

    


    
      
         


      

      
        Ex. 1 to
App. - 11

        
          

        

      

      
         


      

    


    
      
        
          	
                	
                  (4)           o

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

                


        

      

    

     

    
      
        
          	
                	
                  (5)           o

                	
                  pursuant
      to another available exemption from the registration requirements
      of  the Securities Act of
1933.

                


        

      

    

     

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

    


    
      	 
      	 
      
	 
      	
              Signature

            


    


    
      
         


      

      
        Ex. 1 to
App. - 12

        
          

        

      

      
         


      

    


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

    


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


     

    
      	
              Dated:

            	 
      	 
      	 
      
	 
      	
              Notice:  To
      be executed by an executive
officer

            


    


    
      
         


      

      
        Ex. 1 to
App. - 13

        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the box below:

     

    
      	
               ̈  Section
      4.10

            	
               ̈  Section
      4.15

            
	 
      	 
      


    

     

    If you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum
denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you
elect to have purchased:  $____________

     

    
      	
              Date:

            	 
      	
              Your
      Signature:     

            	 
      
	 
      	
              (Sign
      exactly as your name appears on the other side of this
    Note)

            


    

     

    Soc. Sec.
or Tax Identification No.:                          

     

    
      	
              Signature
      Guarantee:

            	 
      	 
      
	 
      	
              (Signature
      must be guaranteed)

            	 
      


    

     

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


    
      
         


      

      
        Ex. 1 to
App. - 14

        
          

        

      

      
         


      

    


    [TO BE
ATTACHED TO GLOBAL NOTE]

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE

     

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

     

    
      
        
          
            	
                    
                      Date

                    

                  	 	
                    
                      Amount of

                      decrease in

                      Principal

                      Amount of this

                      Global Note

                    

                  	 	 	
                    
                      Amount of

                      increase in

                      Principal

                      Amount of this

                      Global Note

                    

                  	 	 	
                    
                      Principal

                      Amount of this

                      Global Note

                      following such

                      decrease or

                      increase

                    

                  	 	 	
                    
                      Signature of

                      authorized

                      officer 

                      of Trustee or 

                      Notes Custodian

                    

                  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


          

        

      

    


    
      
         


      

      
        Ex. 1 to
App. - 15

        
          

        

      

      
         


      

    


    EXHIBIT
A TO RULE 144A/REGULATION S APPENDIX

    


    [FORM OF
FACE OF EXCHANGE NOTE] ___*/

    


    */ If the
Note is to be issued in global form add the Global Notes Legend from Exhibit 1
to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1
captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES
IN GLOBAL NOTE”.

    


    All
references to “Additional Interest” in the Note shall be deleted unless, at the
date of issuance of the Exchange Note, any Registration Default (as defined in
the Registration Rights Agreement) has occurred with respect to the related
Initial Notes during the interest period in which such date of issuance
occurs.



    
      
         


      

      
        Ex. A to
App. - 1

        
          

        

      

      
         


      

    


    [FORM OF
FACE OF EXCHANGE NOTE]

     

    BREITBURN
ENERGY PARTNERS L.P.

     

    BREITBURN
FINANCE CORPORATION

     

    
      	
              No.
      [       ]

            	
              $ [                ]

            


    

     

    CUSIP No.
[                ]

    ISIN No.
[                ]


     

    8.625%
Senior Note due 2020

     

    BreitBurn
Energy Partners L.P., a Delaware limited partnership, and BreitBurn Finance
Corporation, a Delaware corporation, jointly and severally promise to pay to
__________, or registered assigns, the principal sum of __________ Dollars on
October 15, 2020 [or such greater or lesser amount as may be indicated on
Schedule A hereto].2

     

    Interest
Payment Dates:  April 15 and October 15.

     

    Record
Dates:  April 1 and October 1.

     

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

    


    
      
        	 
      	
                BreitBurn
      Energy Partners L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                BreitBurn
      GP, LLC,

              
	 
      	 
      	
                its
      general partner

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                Name:

              
	 
      	 
      	 
      	
                Title:

              


      

    

    


    
      
        
          
            	 
      	
                    BreitBurn
      Finance Corporation

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      

    

     

    
      

    

    
      2 If this
Note is a Global Note, add this provision.

       

    

    
      
        
        

      

      
        Ex. A to
App. - 2

        
          

        

      

      
        
        

      

    

     

    TRUSTEE’S
CERTIFICATE OF

    AUTHENTICATION

    


    U.S. Bank
National Association,

    as
Trustee, certifies that

    this is
one of the Notes

    referred
to in the Indenture.

     

    
      	
              By

            	 
      	 
      
	 
      	
              Authorized
      Signatory

            	 
      


    

     

    Dated:


      
        
           


        

        
          Ex. A to
App. - 3

          
            

          

        

        
           


        

      

    

     

    [FORM OF
REVERSE SIDE OF EXCHANGE NOTE]

     

    8.625%
Senior Note due 2020

     

    Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.

     

    1.      
   Interest.  BreitBurn
Energy Partners L.P., a Delaware limited liability company (the “Company”), and
BreitBurn Finance Corporation, a Delaware corporation (the “Finance Corp.” and,
together with the Company, the “Issuers”), jointly and severally promise to pay
interest on the principal amount of this Note at 8.625% per annum from October
6, 2010 until maturity and shall pay the Additional Interest payable
pursuant to Section 5 of the Registration Rights Agreement referred to
below.  The Issuers will pay interest and Additional Interest, if any,
semi-annually in arrears on April 15 and October 15 of each year, commencing
April 15, 2011, or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest Payment Date”).  Interest
on the Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default or Event of Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of
the original issuance of Notes, in which case interest shall accrue from the
date of authentication.  The Issuers shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is the
rate then in effect; they shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest
and Additional Interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent
lawful.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     

    2.          Method of
Payment.  The Issuers will pay interest on the Notes (except
defaulted interest) and Additional Interest to the Persons who are registered
Holders of Notes at the close of business on the April 1 or October 1 next
preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.11 of the Indenture with respect to defaulted
interest.  Holders must surrender Notes to the Paying Agent to collect
payments of principal and premium, if any, together with accrued and unpaid
interest and Additional Interest, if any, due at maturity.  The Notes
will be payable as to principal, premium, if any, interest and Additional
Interest, if any, at the office or agency of the Issuers maintained for such
purpose within the City and State of New York, or, at the option of the Issuers,
payment of interest and Additional Interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to any amounts due on all Global Notes and all other Notes the
Holders of which shall have provided wire transfer instructions to the Issuers
or the Paying Agent.  Such payment shall be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.

     

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


    
      
         


      

      
        Ex. A to
App. - 4

        
          

        

      

      
         


      

    


    4.          Indenture.  The
Issuers issued the Notes under an Indenture dated as of October 6, 2010
(“Indenture”) among the Issuers, the Guarantors and the Trustee.  The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb).  The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such
terms.  The Notes are unsecured senior obligations of the Issuers
limited to $305.0 million aggregate principal amount in the case of Notes issued
on the Initial Issuance Date (as defined in the Indenture).

     

    5.     
     Optional
Redemption.

     

    (a)         Except as set forth in subparagraphs
(b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option
to redeem the Notes prior to October 15, 2015.  On or after
October 15, 2015, the Issuers shall have the option to redeem the Notes, in
whole or in part at any time, upon prior notice as set forth in
Paragraph 8, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and
Additional Interest, if any, to the applicable redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on an Interest Payment Date that is on or prior to the redemption date), if
redeemed during the twelve-month period beginning on October 15 of the years
indicated below:

     

    
      
        
          
            	
                    YEAR

                  	 	
                    PERCENTAGE

                  	 
	
                    2015

                  	 	 	104.313	%
	
                    2016

                  	 	 	102.875	%
	
                    2017

                  	 	 	101.438	%
	
                    2018
      and thereafter

                  	 	 	100.000	%


          

        

      

    

     

    (b)        Notwithstanding the provisions of
subparagraph (a)of this Paragraph 5, at any time prior to October
15, 2013, the Issuers may on any one or more occasions redeem up to 35% of
the aggregate principal amount of Notes (including any Additional Notes) issued
under the Indenture at a redemption price of 108.625% of the principal amount
thereof, plus accrued and unpaid interest and Additional Interest, if any,
thereon to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on an Interest Payment Date that is
on or prior to the redemption date), with the net cash proceeds of one or more
Equity Offerings by the Company; provided that (i) at least 65% of the
aggregate principal amount of Notes (including any Additional Notes) issued
under the Indenture remains outstanding immediately after the occurrence of each
such redemption (excluding any Notes held by the Company and its Subsidiaries)
and (ii) each such redemption occurs within 120 days of the date of
the closing of each such Equity Offering.

     

    (c)         Prior to October 15, 2015, the
Issuers may redeem all or part of the Notes at a redemption price equal to the
sum of (1) the principal amount thereof, plus (2) accrued and unpaid
interest, if any, to the redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on an interest
payment date that is on or prior to the redemption date), plus (3) the Make
Whole Premium at the redemption date.


    
      
         


      

      
        Ex. A to
App. - 5

        
          

        

      

      
         


      

    


    


    (d)      
  The Notes may also be redeemed, as a
whole, following certain Change of Control Offers, at the redemption price and
subject to the conditions set forth in Section 4.15(6) of the
Indenture.

    


    6.       
   Mandatory
Redemption.

     

    Except as
set forth in Paragraph 7 below, neither of the Issuers shall be required to make
mandatory redemption or sinking fund payments with respect to the Notes or to
repurchase the Notes at the option of the Holders.

     

    7.      
    Repurchase at Option of
Holder.

     

    (a)         Within 30 days following the
occurrence of a Change of Control, unless the Issuers have previously or
concurrently exercised their right to redeem all of the Notes as described in
paragraph 5 above, the Company shall make a cash tender offer (a “Change of
Control Offer”) to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase
price equal to 101% of the aggregate principal amount of Notes repurchased, plus
accrued and unpaid interest and Additional Interest, if any, to the date of
settlement (the “Change of Control Settlement Date”), subject to the right of
Holders of record on the relevant record date to receive interest due on an
Interest Payment Date that is on or prior to the Change of Control Settlement
Date.  Within 30 days following a Change of Control, unless the
Issuers have previously or concurrently exercised their right to redeem all of
the Notes as described in paragraph 5 above, the Company shall mail a notice of
the Change of Control Offer to each Holder and the Trustee describing the
transaction that constitutes the Change of Control and setting forth the
procedures governing the Change of Control Offer as required by
Section 4.15 of the Indenture.

     

    (b)         On the 361st day after an Asset
Sale, if the aggregate amount of Excess Proceeds then exceeds $20.0 million, the
Company shall commence an offer to all Holders of Notes (an “Asset Sale Offer”)
pursuant to Section 3.09 of the Indenture, and to all holders of any Pari Passu
Indebtedness then outstanding, to purchase the maximum principal amount of Notes
and such Pari Passu Indebtedness that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to 100% of the principal
amount of the Notes plus accrued and unpaid interest and Additional Interest, if
any, thereon to the date of settlement, subject to the right of Holders of
record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the Settlement Date, in accordance with the
procedures set forth in the Indenture.  If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such remaining
Excess Proceeds for any purpose not otherwise prohibited by the
Indenture.  If the aggregate principal amount of Notes surrendered by
Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders,
collectively, exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Trustee so that only Notes
in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000,
shall be purchased) on the basis of the aggregate principal amount of tendered
Notes and Pari Passu Indebtedness.  Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Notes.


    
      
         


      

      
        Ex. A to
App. - 6

        
          

        

      

      
         


      

    


    8.          Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days (except as otherwise provided in the Indenture if
the notice is issued in connection with a Legal Defeasance, Covenant Defeasance
or Discharge) before the redemption date to each Holder whose Notes are to be
redeemed at its registered address.  If mailed in the manner provided
for in Section 3.03 of the Indenture, the notice of optional redemption shall be
conclusively presumed to have been given whether or not a Holder receives such
notice.  Failure to give timely notice or any defect in the notice
shall not affect the validity of the redemption.  Notes in
denominations larger than $2,000 may be redeemed in part but only in whole
multiples of $1,000 in excess of $2,000, unless all of the Notes held by a
Holder are to be redeemed.  On and after the redemption date interest
and Additional Interest, if any, cease to accrue on Notes or portions thereof
called for redemption.

     

    9.          Guarantees.  The
payment by the Issuers of the principal of and premium, interest and Additional
Interest, if any, on the Notes is fully and unconditionally guaranteed on a
joint and several senior unsecured basis by each of the Guarantors to the extent
set forth in the Indenture.

     

    10.        Denominations, Transfer,
Exchange.  The Notes are in registered form without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess of
$2,000.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents, and the Company may require a Holder to pay any taxes
due on transfer or exchange.  The Issuers need not exchange or
register the transfer of any Note or portion of a Note selected for redemption,
except for the unredeemed portion of any Note being redeemed in
part.  Also, they need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed.


     

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

     

    12.        Amendment, Supplement and
Waiver.  Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the then outstanding Notes, and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture or the Notes may be amended or supplemented (1) to cure any
ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in
addition to or in place of certificated Notes, (3) to provide for the assumption
of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of
the Indenture, (4) to make any change that would provide any additional rights
or benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any such Holder, provided that any change to
conform the Indenture to the Offering Memorandum shall not be deemed to
adversely affect the legal rights under the Indenture of any Holder, (5) to
secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of
the Indenture or otherwise, (6) to provide for the issuance of Additional Notes
in accordance with the limitations set forth in the Indenture, (7) to add any
additional Guarantor with respect to the Notes or to evidence the release of any
Guarantor from its Subsidiary Guarantee, in each case as provided in the
Indenture, (8) to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act or (9)
to evidence or provide for the acceptance of appointment under the Indenture of
a successor Trustee.


    
      
         


      

      
        Ex. A to
App. - 7

        
          

        

      

      
         


      

    


    13.          Defaults and
Remedies.  Events of Default include: (i) default for 30 days
in the payment when due of interest or Additional Interest, if any, on the
Notes; (ii) default in payment when due of the principal of or premium, if any,
on the Notes when due at Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise; (iii) failure by the Company
to comply with Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure
by the Company for 180 days after notice to comply with Section 4.03 of the
Indenture; (v) failure by the Company for 60 days after notice to comply with
any of its other agreements in the Indenture or the Notes; (vi) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists or is created after the Initial Issuance
Date, if such default (a) is caused by a failure to pay principal of, or premium
or interest, if any, on such Indebtedness prior to the expiration of any grace
period provided in such Indebtedness (a “Payment Default”) or (b) results in the
acceleration of such Indebtedness prior to its Stated Maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates in excess
of $10.0 million, provided that if any such Payment Default is cured or waived
or any such acceleration rescinded, or such Indebtedness is repaid, within a
period of 60 days from the continuation of such Payment Default beyond the
applicable grace period or the occurrence of such acceleration, as the case may
be, such Event of Default and any consequential acceleration of the Notes shall
be automatically rescinded, so long as such rescission does not conflict with
any judgment or decree; (vii) failure by the Company or any of its Subsidiaries
to pay final judgments aggregating in excess of $10.0 million (to the extent not
covered by insurance by a reputable and creditworthy insurer as to which the
insurer has not disclaimed coverage), which judgments are not paid, discharged
or stayed for a period of 60 days; (viii) except as permitted by the
Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be
unenforceable or invalid or ceases for any reason to be in full force and effect
or any Guarantor, or any Person acting on behalf of any Guarantor, denies or
disaffirms its obligations under its Subsidiary Guarantee; and (ix) certain
events of bankruptcy, insolvency or reorganization with respect to the Company,
Finance Corp., any of the Company’s Restricted Subsidiaries that is a
Significant Subsidiary of the Company or any group of Restricted Subsidiaries of
the Company that, taken together, would constitute a Significant Subsidiary of
the Company as specified in Section 6.01(i) or 6.01(j) of the
Indenture.  If any Event of Default occurs and is continuing, the
Trustee, by notice to the Issuers, or the Holders of at least 25% in principal
amount of the then outstanding Notes, by notice to the Issuers and the Trustee,
may declare all the Notes to be due and payable
immediately.  Notwithstanding the preceding, in the case of an Event
of Default arising from such events of bankruptcy, insolvency or reorganization
described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding
Notes will become due and payable without further action or
notice.  Holders may not enforce the Indenture or the Notes except as
provided in the Indenture.  Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power conferred on it.  The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal, interest, premium or Additional Interest) if it determines
that withholding notice is in their interest.  The Holders of a
majority in principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of the principal of or
premium, interest or Additional Interest, if any, on the Notes.  The
Issuers are required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and, so long as any Notes are outstanding, the
Issuers are required upon certain Officers becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


    
      
         


      

      
        Ex. A to
App. - 8

        
          

        

      

      
         


      

    


    14.          Defeasance and
Discharge.  The Notes are subject to defeasance and discharge
upon the terms and conditions specified in the Indenture.

     

    15.          No Recourse Against
Others.  No director, officer, partner, employee, incorporator,
manager or unitholder or other owner of Capital Stock of the Issuers or any
Guarantor, as such, shall have any liability for any obligations of the Issuers
or any Guarantor under the Notes, the Subsidiary Guarantees or the Indenture, or
for any claim based on, in respect of, or by reason of, such obligations or
their creation.  Each Holder by accepting a Note waives and releases
all such liability.  The waiver and release are part of the
consideration for the issuance of the Notes.

     

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

     

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

     

    18.          [Additional Rights of Holders
of Transfer Restricted Securities.  In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Transfer Restricted
Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of October 6, among the Issuers, the Guarantors and the
Initial Purchasers (the “Registration Rights Agreement”).]3

     

    
      
        

      

      
        3 Delete
if this Note is not being issued in exchange for an Initial
Note.

      

    


    
      
         


      

      
        Ex. A to
App. - 9

        
          

        

      

      
         


      

    


    19.          CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused
CUSIP numbers and corresponding ISIN numbers to be printed on the Notes and the
Trustee may use CUSIP numbers and corresponding ISIN numbers in notices of
redemption as a convenience to Holders.  No representation is made as
to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of  redemption and reliance may be placed only on the
other identification numbers placed thereon.

     

    20.          Governing
Law.  THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    21.          Successors.  In
the event a successor assumes all the obligations of an Issuer under the Notes
and the Indenture, pursuant to the terms thereof, such Issuer will be released
from all such obligations.

     

    The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture [and/or the Registration Rights Agreement]4.  Requests may
be made to:

     

    BreitBurn
Energy Partners L.P.

    515 South
Flower Street

    Suite
4800

    Los
Angeles, CA  90071

    Attention:  Chief
Financial Officer


    

      
        


    

    
      
        4 Delete
if this Note is not being issued in exchange for an Initial
Note.

      

    


    
      
         


      

      
        Ex. A to
App. - 10

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

     

    To assign
this Note, fill in the form below:

     

    I or we
assign and transfer this Note to

     

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

            
	 
      
	
              (Insert
      assignee’s soc. Sec. or tax I.D.
No.)

            


    

     

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

    


    
      
        	
                Date:

              	 
      	 
      	
                Your
      Signature:   

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

              


      

    

    


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


    
      
         


      

      
        Ex. A to
App. - 11

        
          

        

      

      
         


      

    


    OPTION OF
HOLDER TO ELECT PURCHASE

     

    If you
want to elect to have this Note purchased by the Company pursuant to Section
4.10 or 4.15 of the Indenture, check the box below:

     

     ̈  Section
4.10                                                      
 ̈  Section
4.15

     

    If you
want to elect to have only part of this Note purchased by the Company pursuant
to Section 4.10 or Section 4.15 of the Indenture, state the amount (in minimum
denomination of $2,000 or integral multiples of $1,000 in excess of $2,000) you
elected to have purchased:  $____________

     

    
      
        
          
            	
                    Date:

                  	 
      	 	
                    Your 

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

                  


          

        

      

    

    


    
      
        	 
      	
                Soc.
      Sec. or Tax Identification No.:

              	 
      


      

    

     

    
      	
              Signature Guarantee:

            	 
      	 
      
	 
      	
              (Signature
      must be guaranteed)

            	 
      


    

     

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

     

    
      
         


      

      
        Ex. A to
App. - 12

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    AGREEMENT
WITH AFFILIATES

     

    Each of
the following is an agreement referred to in paragraph (4) of Section
4.11:

     

    
      
        	
                1.

              	
                Contribution, Conveyance and Assumption Agreement,
      dated as of October 10, 2006, by and among Pro GP Corp., Pro LP Corp.,
      BreitBurn Energy Corporation, BreitBurn Energy Company L.P., BreitBurn
      Management Company, LLC, BreitBurn GP, LLC, BreitBurn Energy Partners
      L.P., BreitBurn Operating GP, LLC and BreitBurn Operating
      L.P.

              


      

    

     

    
      
        	
                2.

              	
                Contribution, Conveyance and Assumption Agreement,
      dated as of October 10, 2006, by and among Pro GP Corp., Pro LP Corp.,
      BreitBurn Energy Corporation, BreitBurn Energy Company L.P., and BreitBurn
      Management Company,
LLC.

              


      

    

     

    
      
        	
                3.

              	
                Amended
      and Restated Agreement of Limited Partnership of BreitBurn Energy Partners
      I, L.P., dated May 5, 2003.

              


      

    

     

    
      
        	
                4.

              	
                Contribution Agreement, dated as of September 11,
      2007, between Quicksilver Resources Inc. and BreitBurn Operating L.P.
      

              


      

    

     

    
      
        	
                5.

              	
                Amendment to Contribution Agreement, dated
      effective as of November 1, 2007, between Quicksilver Resources Inc. and
      BreitBurn Operating
L.P.

              


      

    

     

    
      
        	
                6.

              	
                Registration Rights Agreement, dated as of
      November 1, 2007, by and among BreitBurn Energy Partners L.P. and
      Quicksilver Resources
Inc.

              


      

    

     

    
      	
              
                7.

              

            	
              
                Amendment
      No. 1, dated as of April 5, 2010 to Registration Rights Agreement, dated as of
      November 1, 2007, by and among BreitBurn Energy Partners L.P. and
      Quicksilver Resources Inc.


              

            


    

     

    
      	
              
                8.

              

            	
              
                Contribution Agreement, dated June 17, 2008, by
      and among BreitBurn Management Company LLC, BreitBurn GP, LLC, BreitBurn
      Energy Corporation and BreitBurn Energy Partners L.P.
      

              

            


    

     

    
      	
              
                9.

              

            	
              
                Second Amended and Restated Administrative
      Services Agreement, dated August 26, 2008, by and between BreitBurn Energy
      Company L.P. and BreitBurn Management Company,
      LLC.

              

            


    

     

    
      	
              
                10.

              

            	
              
                Omnibus Agreement, dated August 26, 2008, by and
      among BreitBurn Energy Holdings LLC, BEC (GP) LLC, BreitBurn Energy
      Company L.P, BreitBurn GP, LLC, BreitBurn Management Company, LLC and
      BreitBurn Energy Partners
L.P.

              

            


    

     

    
      	
              
                11.

              

            	
              
                Operations
      and Proceeds Agreement relating to the Dominguez Field and dated October
      10, 2006 and Amendment No. 1 to the Operations and Proceeds Agreement
      entered into on June 17, 2008, by and between BreitBurn Energy
      Company L.P. and BreitBurn Operating
  L.P.

              

            


    

     

    
      	
              
                12.

              

            	
              
                Surface Operating Agreement dated October 10, 2006
      and Amendment No. 1 to the Surface Operating Agreement entered into on
      June 17, 2008, by and between BreitBurn Energy Company L.P. and its
      predecessor BreitBurn Energy Corporation and BreitBurn Operating
      L.P. 

              

            


    


    
      
         


      

      
        S -
1

        
          

        

      

      
         


      

    


    
      
        	
                13.

              	
                Settlement Agreement dated February 3, 2010 among
      BreitBurn Energy Partners L.P., Provident Energy Trust and Quicksilver
      Resources, Inc. 

              


      

    

     

    
      	
              
                14.

              

            	
              
                Settlement Agreement dated April 5, 2010, by and
      among Quicksilver Resources, Inc., BreitBurn Energy Partners L.P.,
      BreitBurn GP LLC, Provident Energy Trust, Randall H. Breitenbach and
      Halbert S. Washburn.

              

            


    

     

    
      	
              
                15.

              

            	
              
                Arrangement
      pursuant to which Quicksilver buys natural gas from the Partnership and
      its Restricted Subsidiaries in
Michigan.

              

            


    

     

    
      
        	
                16.

              	
                Assignment of
      Oil and Gas Leases, dated as of September 24, 2010, by and between
      BreitBurn Operating LP and BreitBurn Collingwood Utica
  LLC.

              


      

    

     

    
      
        	
                17.

              	
                Assignment of
      Oil and Gas Leases, dated as of September 24, 2010, by and between Terra
      Energy Company LLC and BreitBurn Collingwood Utica
  LLC.

              


      

    

     

    
      	
              
                18.

              

            	
              
                Contribution
      Agreement, effective as of September 24, 2010, by and among BreitBurn
      Operating LP, Terra Energy Company LLC and BreitBurn Collingwood Utica LLC
      relating to the Assignments of Oil and Gas Leases listed in paragraphs 15
      and 16 of this Schedule
I.

              

            


    


    
      
         


      

      
        S -
2

        
          

        

      

      
         


      

    


    ANNEX
A

     

      
        

      

    

     

    BREITBURN
ENERGY PARTNERS L.P.

     

    BREITBURN
FINANCE CORPORATION

     

    and

     

    the
Guarantors named herein

     

    
      
        

      

    

     

    8.625%
SENIOR NOTES DUE 2020

     

    
      

    

     

    
      

    

     

    FORM OF
SUPPLEMENTAL INDENTURE

     

    AND
AMENDMENT — SUBSIDIARY GUARANTEE

     

    DATED AS
OF ____________ __, ____

     

    
      

    

     

    U.S. BANK
NATIONAL ASSOCIATION,

     

    Trustee

     

    
      
        

      

    


    
      
         


      

      
        A -
1

        
          

        

      

      
         


      

    


    This
SUPPLEMENTAL INDENTURE, dated as of ___________ __, ____, is among BreitBurn
Energy Partners L.P., a Delaware limited partnership (the “Company”), BreitBurn
Finance Corporation, a Delaware corporation ( “Finance Corp.” and, together with
the Company, the “Issuers”), each of the parties identified under the caption
“Guarantors” on the signature page hereto (the “Guarantors”) and U.S. Bank,
National Association, a national banking association, as Trustee.

     

    RECITALS

     

    WHEREAS,
the Issuers, the initial Guarantors and the Trustee entered into an Indenture,
dated as of October 6, 2010 (the “Indenture”), pursuant to which the
Company has issued $305,000,000 in the aggregate principal amount of 8.625%
Senior Notes due 2020 (the “Notes”);

     

    WHEREAS,
Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and
the Trustee may amend or supplement the Indenture in order to comply with
Section 4.13 or 10.03 thereof, without the consent of the Holders of the
Notes; and

     

    WHEREAS,
all acts and things prescribed by the Indenture, by law and by the Certificate
of Incorporation and the Bylaws (or comparable constituent documents) of the
Issuers, of the Guarantors and of the Trustee necessary to make this
Supplemental Indenture a valid instrument legally binding on the Issuers, the
Guarantors and the Trustee, in accordance with its terms, have been duly done
and performed;

     

    NOW,
THEREFORE, to comply with the provisions of the Indenture and in consideration
of the above premises, the Issuers, the Guarantors and the Trustee covenant and
agree for the equal and proportionate benefit of the respective Holders of the
Notes as follows:

     

    ARTICLE
1

     

    Section
1.01.This Supplemental Indenture is supplemental to the Indenture and does and
shall be deemed to form a part of, and shall be construed in connection with and
as part of, the Indenture for any and all purposes.

     

    Section
1.02.This Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Issuers, the Guarantors and the
Trustee.

     

    ARTICLE
2

     

    From this
date, in accordance with Section 4.13 or 10.03 and by executing this
Supplemental Indenture, the Guarantors whose signatures appear below are subject
to the provisions of the Indenture to the extent provided for in Article 10
thereunder.

     

    ARTICLE
3

     

    Section
3.01.Except as specifically modified herein, the Indenture and the Notes are in
all respects ratified and confirmed (mutatis mutandis) and shall
remain in full force and effect in accordance with their terms with all
capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.


    
      
         


      

      
        A -
2

        
          

        

      

      
         


      

    


    Section
3.02.Except as otherwise expressly provided herein, no duties, responsibilities
or liabilities are assumed, or shall be construed to be assumed, by the Trustee
by reason of this Supplemental Indenture.  This Supplemental Indenture
is executed and accepted by the Trustee subject to all the terms and conditions
set forth in the Indenture with the same force and effect as if those terms and
conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.

     

    Section
3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

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

     

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

    


    
      
        	 
      	
                BreitBurn
      Energy Partners L.P.

              
	 
      	 
      
	 
      	
                By:

              	
                BreitBurn
      GP, LLC,

              
	 
      	 
      	
                its
      general partner

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      
	 
      	
                BreitBurn
      Finance Corporation

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      
	 
      	
                GUARANTORS

              
	 
      	
                [                                                                                                   ]

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      
	 
      	 
      
	 
      	
                U.S.
      Bank National Association,

              
	 
      	
                as
      Trustee

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title:

              	 
      


      

    

     

    
      
         


      

      
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