exv4w4



 








Exhibit 4.4



 





RANGE RESOURCES CORPORATION




As Issuer




GREAT
LAKES ENERGY PARTNERS, L.L.C.

PMOG HOLDINGS, INC.

RANGE ENERGY I, INC.

RANGE HOLDCO, INC.

RANGE PRODUCTION I, L.P.

RANGE PRODUCTION COMPANY

RANGE ENERGY VENTURES CORPORATION

RANGE OPERATING NEW MEXICO, INC



As Guarantors




SENIOR SUBORDINATED DEBT SECURITIES




 






INDENTURE




Dated as of:




 






J.P. MORGAN TRUST COMPANY, 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.	 
	 
	 	 	(b	)	 	 	12.03	 
	 
	 	 	(c	)	 	 	12.03	 
	313
	 	 	(a	)	 	 	7.06	 
	 
	 	 	(b	) (1)	 	 	N.A.	 
	 
	 	 	(b	) (2)	 	 	7.07	 
	 
	 	 	(c	)	 	 	7.06, 12.02	 
	 
	 	 	(d	)	 	 	7.06	 
	314
	 	 	(a	)	 	 	4.03; 12.02	 
	 
	 	 	(b	)	 	 	N.A.	 
	 
	 	 	(c	) (1)	 	 	12.04	 
	 
	 	 	(c	) (2)	 	 	12.04	 
	 
	 	 	(c	) (3)	 	 	N.A.	 
	 
	 	 	(d	)	 	 	10.03 - 10.05	 
	 
	 	 	(e	)	 	 	12.05	 
	 
	 	 	(f	)	 	 	N.A.	 
	315
	 	 	(a	)	 	 	7.01	 
	 
	 	 	(b	)	 	 	7.05; 12.02	 
	 
	 	 	(c	)	 	 	7.01	 
	 
	 	 	(d	)	 	 	7.01	 
	 
	 	 	(e	)	 	 	6.11	 
	316
	 	 	(a	)	 	 	2.07	 
	 
	 	 	(a) (1	) (A)	 	 	6.05	 
	 
	 	 	(a) (1	) (B)	 	 	6.04	 
	 
	 	 	(a	) (2)	 	 	N.A.	 
	 
	 	 	(b	)	 	 	6.07	 
	 
	 	 	(c	)	 	 	12.02	 
	317
	 	 	(a	) (1)	 	 	6.08	 
	 
	 	 	(a	) (2)	 	 	6.09	 
	 
	 	 	(b	)	 	 	2.05	 
	318
	 	 	(a	)	 	 	12.01	 
	 
	 	 	(b	)	 	 	N.A.	 
	 
	 	 	(c	)	 	 	12.01	 





                                                     

N.A. means not applicable.






 




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



 










 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1
	 	 	 	 
	Definitions And Incorporation By Reference
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	Section 1.02. Other Definitions
	 	 	16	 
	Section 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	17	 
	Section 1.04. Rules of Construction
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	The Securities
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Forms Generally
	 	 	18	 
	Section 2.02. Form Of Trustee’s Certificate Of Authentication
	 	 	18	 
	Section 2.03. Amount Unlimited
	 	 	19	 
	Section 2.04. Execution and Authentication
	 	 	20	 
	Section 2.05. Registrar, Paying Agent and Authenticating Agent;
Paying Agent to Hold Money in Trust
	 	 	20	 
	Section 2.06. Replacement Securities
	 	 	21	 
	Section 2.07. Outstanding Securities
	 	 	21	 
	Section 2.08. Temporary Securities
	 	 	22	 
	Section 2.09. Cancellation
	 	 	22	 
	Section 2.10. CUSIP and CINS Numbers
	 	 	22	 
	Section 2.11. Registration, Transfer and Exchange
	 	 	23	 
	Section 2.12. Defaulted Interest
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	Redemption And Prepayment
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Notices to Trustee
	 	 	26	 
	Section 3.02. Selection of Securities to be Redeemed
	 	 	26	 
	Section 3.03. Notice of Redemption
	 	 	26	 
	Section 3.04. Effect of Notice of Redemption
	 	 	27	 
	Section 3.05. Deposit of Redemption Price
	 	 	28	 
	Section 3.06. Securities Redeemed in Part
	 	 	28	 
	Section 3.07. Optional Redemption
	 	 	28	 
	Section 3.08. Mandatory Redemption
	 	 	28	 
	Section 3.09. Offer to Purchase by Application of Excess Proceeds
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	Covenants
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Payment of Securities
	 	 	30	 
	Section 4.02. Maintenance of Office or Agency
	 	 	31	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 4.03. Reports
	 	 	31	 
	Section 4.04. Compliance Certificate
	 	 	31	 
	Section 4.05. Taxes
	 	 	32	 
	Section 4.06. Stay, Extension and Usury Laws
	 	 	32	 
	Section 4.07. Restricted Payments
	 	 	32	 
	Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	35	 
	Section 4.09. Incurrence of Indebtedness and Issuance of Disqualified Stock
	 	 	36	 
	Section 4.10. Asset Sales
	 	 	38	 
	Section 4.11. Transactions with Affiliates
	 	 	39	 
	Section 4.12. Liens
	 	 	40	 
	Section 4.13. Offer to Repurchase Upon Change of Control
	 	 	40	 
	Section 4.14. Additional Subsidiary Guarantees
	 	 	41	 
	Section 4.15. Corporate Existence
	 	 	41	 
	Section 4.16. No Senior Subordinated Debt
	 	 	42	 
	Section 4.17. Business Activities
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	Successors
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Merger, Consolidation, or Sale of Substantially All Assets
	 	 	42	 
	Section 5.02. Successor Corporation Substituted
	 	 	43	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	Defaults And Remedies
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	43	 
	Section 6.02. Acceleration
	 	 	45	 
	Section 6.03. Other Remedies
	 	 	46	 
	Section 6.04. Waiver of Past Defaults
	 	 	46	 
	Section 6.05. Control by Majority
	 	 	46	 
	Section 6.06. Limitation on Suits
	 	 	47	 
	Section 6.07. Rights of Holders of Securities to Receive Payment
	 	 	47	 
	Section 6.08. Collection Suit by Trustee
	 	 	47	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	47	 
	Section 6.10. Priorities
	 	 	48	 
	Section 6.11. Undertaking for Costs
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	Trustee
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Duties of Trustee
	 	 	49	 
	Section 7.02. Rights of Trustee
	 	 	50	 
	Section 7.03. Individual Rights of Trustee
	 	 	51	 
	Section 7.04. Trustee’s Disclaimer
	 	 	51	 
	Section 7.05. Notice of Defaults
	 	 	51	 
	Section 7.06. Reports by Trustee to Holders of the Securities
	 	 	52	 
	Section 7.07. Compensation and Indemnity
	 	 	52	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 7.08. Replacement of Trustee
	 	 	53	 
	Section 7.09. Successor Trustee by Merger, etc
	 	 	54	 
	Section 7.10. Eligibility; Disqualification
	 	 	54	 
	Section 7.11. Preferential Collection of Claims Against Company
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	Legal Defeasance And Covenant Defeasance
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	54	 
	Section 8.02. Legal Defeasance and Discharge
	 	 	54	 
	Section 8.03. Covenant Defeasance
	 	 	55	 
	Section 8.04. Conditions to Legal or Covenant Defeasance
	 	 	56	 
	Section 8.05. Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions
	 	 	57	 
	Section 8.06. Repayment to Company
	 	 	57	 
	Section 8.07. Reinstatement
	 	 	58	 
	Section 8.08. Satisfaction and Discharge
	 	 	58	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	Amendment, Supplement And Waiver
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Without Consent of Holders of Securities
	 	 	59	 
	Section 9.02. With Consent of Holders of Securities
	 	 	59	 
	Section 9.03. Compliance with Trust Indenture Act
	 	 	61	 
	Section 9.04. Revocation and Effect of Consents
	 	 	61	 
	Section 9.05. Notation on or Exchange of Securities
	 	 	61	 
	Section 9.06. Trustee to Sign Amendment, etc
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	Subordination
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. Agreement to Subordinate
	 	 	62	 
	Section 10.02. Certain Definitions
	 	 	62	 
	Section 10.03. Liquidation; Dissolution; Bankruptcy
	 	 	63	 
	Section 10.04. Default on Designated Senior Debt
	 	 	65	 
	Section 10.05. Acceleration of Securities
	 	 	66	 
	Section 10.06. When Distribution Must be Paid Over
	 	 	66	 
	Section 10.07. Notice by Company
	 	 	67	 
	Section 10.08. Subrogation
	 	 	67	 
	Section 10.09. Relative Rights
	 	 	67	 
	Section 10.10. Subordination May Not be Impaired by Company or the
Subsidiary Guarantors
	 	 	67	 
	Section 10.11. Payment, Distribution or Notice to Representative
	 	 	68	 
	Section 10.12. Rights of Trustee and Paying Agent
	 	 	68	 
	Section 10.13. Authorization to Effect Subordination
	 	 	68	 
	Section 10.14. Amendments
	 	 	69	 
	Section 10.15. No Waiver of Subordination Provisions
	 	 	69	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE 11
	 	 	 	 
	The Guarantees
	 	 	 	 
	 
	 	 	 	 
	Section 11.01. The Guarantees
	 	 	69	 
	Section 11.02. Execution and Delivery of Guarantees
	 	 	70	 
	Section 11.03. Subsidiary Guarantors May Consolidate, etc., on Certain Terms
	 	 	71	 
	Section 11.04. Releases of Guarantees
	 	 	71	 
	Section 11.05. Limitation on Subsidiary Guarantor Liability
	 	 	72	 
	Section 11.06. “Trustee” to Include Paying Agent
	 	 	72	 
	Section 11.07. Subordination of Guarantees
	 	 	73	 
	 
	 	 	 	 
	ARTICLE 12
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 12.01. Trust Indenture Act Controls
	 	 	73	 
	Section 12.02. Notices
	 	 	73	 
	Section 12.03. Communication by Holders of Securities with Other Holders of Securities
	 	 	74	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	 	 	74	 
	Section 12.05. Statements Required in Certificate or Opinion
	 	 	75	 
	Section 12.06. Rules by Trustee and Agents
	 	 	75	 
	Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	75	 
	Section 12.08. Governing Law
	 	 	75	 
	Section 12.09. No Adverse Interpretation of Other Agreements
	 	 	76	 
	Section 12.10. Successors
	 	 	76	 
	Section 12.11. Severability
	 	 	76	 
	Section 12.12. Counterpart Originals
	 	 	76	 
	Section 12.13. Table of Contents, Headings, etc
	 	 	76	 
	Section 12.14. Actions on Other than Business Days
	 	 	76	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	EXHIBIT A
     DTC Legend
	 	 	 	 
	EXHIBIT B      Guarantee
	 	 	 	 






iv









 






     INDENTURE
dated as of May [   ], 2006 among Range Resources Corporation, a Delaware
corporation (the “Company”), as issuer, the Subsidiary Guarantors (as hereinafter defined) as
guarantors and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”).



     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured debentures, notes or other evidences of
indebtedness (herein called the “Securities”), to be issued as provided in this Indenture.



     The Company, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the respective Holders from time to time of the
Securities:



ARTICLE 1

Definitions And Incorporation By Reference




     Section 1.01. Definitions.



     “Acquired Debt” means, with respect to any specified Person, (i) Indebtedness of any other
Person existing at the time such other Person is merged with or into or became a Subsidiary of such
specified Person, including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified
Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified
Person.



     “Additional Securities” means any Securities issued under the Indenture in addition to the
Initial Securities in accordance with Section 2.03. Additional Securities will be treated as part
of the same series of Securities as the Initial Securities for all purposes under this Indenture.



     “Adjusted Consolidated Net Tangible Assets” means (without duplication), as of the date of
determination, (i) the sum of (a) discounted future net revenues from proved oil and gas reserves
of the Company and its Restricted Subsidiaries calculated in accordance with the Commission’s
guidelines before any state or federal income taxes, with no less than 80% of the discounted future
net revenues estimated by one or more nationally recognized firms of independent petroleum
engineers in a reserve report prepared as of the end of the Company’s most recently completed
fiscal year, as increased by, as of the date of determination, the estimated discounted future net
revenues from (1) estimated proved oil and gas reserves acquired since the date of such year-end
reserve report, and (2) estimated oil and gas reserves attributable to upward revisions of
estimates of proved oil and gas reserves since the date of such year-end reserve report due to
exploration, development or exploitation activities, in each case calculated in accordance with the
Commission’s guidelines (utilizing the prices utilized in such year-end reserve report) increased
by the accretion of the discount from the date of the reserve report to the date of determination,
and decreased by, as of the date of determination, the estimated discounted future net revenues
from (3) estimated proved oil and gas reserves produced or disposed of since the date of such
year-end reserve report and (4) estimated oil and gas reserves attributable to downward revisions
of estimates of proved oil and gas reserves since the date of



1









 







such year-end reserve report due to changes in geological conditions or other factors which
would, in accordance with standard industry practice, cause such revisions, in each case calculated
in accordance with the Commission’s guidelines (utilizing the prices utilized in such year-end
reserve report); provided that, in the case of each of the determinations made pursuant to clause
(1) through (4), such increases and decreases shall be as estimated by the Company’s petroleum
engineers, unless in the event that there is a Material Change as a result of such acquisitions,
dispositions or revisions, then the discounted future net revenues utilized for purposes of this
clause (i) (a) shall be confirmed in writing by one or more nationally recognized firms of
independent petroleum engineers, (b) the capitalized costs that are attributable to oil and gas
properties of the Company and its Restricted Subsidiaries to which no proved oil and gas reserves
are attributable, based on the Company’s books and records as of a date no earlier than the date of
the Company’s latest annual or quarterly financial statements, (c) the Net Working Capital on a
date no earlier than the date of the Company’s latest annual or quarterly financial statements and
(d) the greater of (1) the net book value on a date no earlier than the date of the Company’s
latest annual or quarterly financial statements or (2) the book value of other tangible assets
(including, without duplication, investments in unconsolidated Restricted Subsidiaries and mineral
rights held under lease or other contractual arrangements) of the Company and its Restricted
Subsidiaries, as of the date no earlier than the date of the Company’s latest annual or quarterly
financial statements, minus (ii) the sum of (a) minority interests, (b) any gas balancing
liabilities of the Company and its Restricted Subsidiaries reflected in the Company’s latest
audited financial statements, and (c) the discounted future net revenues, calculated in accordance
with the Commission’s guidelines, attributable to reserves subject to Dollar-Denominated Production
Payments which, based on the estimates of production and price assumptions included in determining
the discounted future net revenues specified in clause (i)(a) above, would be necessary to fully
satisfy the payment obligations of the Company and its Restricted Subsidiaries with respect to
Dollar-Denominated Production Payments on the schedules specified with respect thereto. If the
Company changes its method of accounting from the successful efforts method to the full cost method
or a similar method of accounting, “Adjusted Consolidated Net Tangible Assets” will continue to be
calculated as if the Company was still using the successful efforts method of accounting.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the
voting securities of a Person shall be deemed to be control.



     “Agent” means any Registrar, Paying Agent or Authenticating Agent.



     “Agent Member” means a member of, or a participant in, the Depositary.



     “Asset Sale” means (i) the sale, lease, conveyance or other disposition (but excluding the
creation of or disposition pursuant to a Lien) of any assets including, without limitation, by way
of a sale and leaseback; provided that the sale, lease, conveyance or other disposition of all or



2









 







substantially all of the assets of the Company and its Subsidiaries taken as a whole shall be
governed by Sections 4.13 and/or 5.01 hereof and not by Section 4.10 hereof, and (ii) the issuance
or sale by the Company or any of its Restricted Subsidiaries of Equity Interests of any of the
Company’s Subsidiaries (including the sale by the Company or a Restricted Subsidiary of Equity
Interests in an Unrestricted Subsidiary), in the case of either clause (i) or (ii), whether in a
single transaction or a series of related transactions (a) that have a fair market value in excess
of $5.0 million or (b) for net proceeds in excess of $5.0 million. Notwithstanding the foregoing,
the following shall not be deemed to be Asset Sales: (1) a transfer of assets by the Company to a
Wholly Owned Restricted Subsidiary of the Company or by a Wholly Owned Restricted Subsidiary of the
Company to the Company or to another Wholly Owned Restricted Subsidiary of the Company, (2) an
issuance of Equity Interests by a Wholly Owned Restricted Subsidiary of the Company to the Company
or to another Wholly Owned Restricted Subsidiary of the Company, (3) the making of a Permitted
Investment or a Restricted Payment that is permitted by Section 4.07, (4) the abandonment,
farm-out, lease or sublease of undeveloped oil and gas properties in the ordinary course of
business, (5) the trade or exchange by the Company or any Restricted Subsidiary of the Company of
any oil and gas property owned or held by the Company or such Restricted Subsidiary for any oil and
gas property owned or held by another Person, which the Board of Directors of the Company
determines in good faith to be of approximately equivalent value, (6) the trade or exchange by the
Company or any Subsidiary of the Company of any oil and gas property owned or held by the Company
or such Subsidiary for Equity Interests in another Person engaged primarily in the Oil and Gas
Business which, together with all other such trades or exchanges (to the extent excluded from the
definition of Asset Sale pursuant to this clause (6)) since the date of this Indenture, do not
exceed 5% of Adjusted Consolidated Net Tangible Assets determined after such trade or exchange, (7)
the sale or transfer of hydrocarbons or other mineral products or other inventory or surplus or
obsolete equipment in the ordinary course of business or (8) sales of assets or property (including
Capital Stock) described in clause (c)(iv) of Section 4.07.



     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit in such transaction,
determined in accordance with GAAP) 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).



     “Authenticating Agent” refers to a Person engaged to authenticate the Securities in the stead
of the Trustee.



     “Bankruptcy Code” means Title 11 of the United States Code, as amended.



     “Board of Directors” means the Board of Directors of the Company or a Subsidiary Guarantor, as
applicable, or any authorized committee of such Board of Directors.



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



3









 





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



     “Capital Stock” means (i) in the case of a corporation, corporate stock, (ii) in the case of
an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, (iii) in the case of a partnership,
partnership interests (whether general or limited), (iv) in the case of a limited liability company
or similar entity, any membership or similar interests therein and (v) 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, in each case excluding debt securities
convertible or exchangeable for any of the foregoing.



     “Cash Equivalents” means (i) United States dollars, (ii) securities issued or directly and
fully guaranteed or insured by the United States government or any agency or instrumentality
thereof having maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six months or less from the
date of acquisition, bankers’ acceptances with maturities not exceeding six months 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 million and a Thompson Bank Watch
Rating of “B” or better, (iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii) above, (v) commercial
paper having a rating of at least P1 from Moody’s or a rating of at least Al from S&P, and (vi)
investments in money market or other mutual funds substantially all of whose assets comprise
securities of the types described in clauses (ii) through (v) above.



     “Certificated Security” means a Security in registered individual form without interest
coupons.



     “Change of Control” means the occurrence of any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or
a series of related transactions, of all or substantially all of the assets of the Company and its
Subsidiaries taken as a whole to any “person” or group of related “persons” (as such terms are used
in Section 13(d)(3) of the Exchange Act), (ii) the adoption of a plan relating to the liquidation
or dissolution of the Company, (iii) the consummation of any transaction (including, without
limitation, any purchase, sale, acquisition, disposition, merger or consolidation) the result of
which is that any “person” (as defined above) or group of related “persons” becomes the “beneficial
owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) of more than
40% of the aggregate voting power of all classes of Capital Stock of the Company having the right
to elect directors under ordinary circumstances or (iv) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.



     “Commission” means the Securities and Exchange Commission.



4









 





     “Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated
Net Income of such Person and its Restricted Subsidiaries for such period plus (i) an amount equal
to any extraordinary loss, plus any net loss realized in connection with an Asset Sale (together
with any related provision for taxes), to the extent such losses were included in computing such
Consolidated Net Income, plus (ii) 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
included in computing such Consolidated Net Income, plus (iii) consolidated interest expense of
such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including,
without limitation, amortization of 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 letters of credit or
bankers’ acceptance financings, and net payments (if any) pursuant to Interest Rate Hedging
Agreements), to the extent that any such expense was included in computing such Consolidated Net
Income, plus (iv) depreciation, depletion and amortization expenses (including amortization of
goodwill and other intangibles) for such Person and its Restricted Subsidiaries for such period to
the extent that such depreciation, depletion and amortization expenses were included in computing
such Consolidated Net Income, plus (v) exploration expenses for such Person and its Restricted
Subsidiaries for such period to the extent such exploration expenses were included in computing
such Consolidated Net Income, plus (vi) other non-cash charges (excluding any such non-cash charge
to the extent that it represents an accrual of or reserve for cash charges in any future period or
amortization of a prepaid cash expense that was paid in a prior period) of such Person and its
Restricted Subsidiaries for such period to the extent that such other non-cash charges were
included in computing such Consolidated Net Income, in each case, on a consolidated basis and
determined in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes on the
income or profits of, and the depreciation, depletion and amortization and other non-cash charges
and expenses of, a Restricted Subsidiary of the referent Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in same proportion) that the Net
Income of such Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person and only if a corresponding amount would be permitted at the date of determination to
be dividended to the referent Person by such Restricted Subsidiary without prior governmental
approval (that has not been obtained), and without direct or indirect restriction pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules
and governmental regulations applicable to that Restricted Subsidiary or its stockholders.



     “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; provided that (i) 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
shall be included only to the extent of the amount of dividends or distributions paid in cash to
the referent Person or a Wholly Owned Restricted Subsidiary thereof, (ii) the Net Income of any
Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends
or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its



5









 







charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, (iii) the Net Income of
any Person acquired in a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded, (iv) the cumulative effect of a change in accounting principles
shall be excluded, (v) any impairments or write-downs of oil and natural gas assets shall be
excluded, provided, however, that ceiling limitation write-downs in accordance with GAAP shall be
treated as capitalized costs, as if such write-downs had not occurred, (vi) extraordinary non-cash
losses shall be excluded, (vii) any non-cash compensation expenses realized for grants of
performance shares, stock options or stock awards to officers, directors and employees of the
Company or any of its Restricted Subsidiaries shall be excluded and (viii) any unrealized non-cash
gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting
from the application of the Financial Accounting Standards Board’s Statement of Financial
Accounting Standards No. 133) shall be excluded.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of the Company who (i) was a member of such Board of Directors on the date of original
issuance of the Securities or (ii) 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.



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



     “Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as
of June 23, 2004, by and among the Company, Great Lakes Energy Partners L.L.C. and JPMorgan Chase
Bank, N.A. (successor by merger to Bank One, N.A., (Illinois), a national banking association), The
Frost National Bank, The Bank of Nova Scotia, Union Bank of California, N.A., Wachovia Bank,
National Association, Key Bank, Harris Nesbitt Financing, Inc., Southwest Bank of Texas, N.A.,
Hibernia National Bank, Comerica Bank, Natexis Banques Populaires, Fortis Capital Corp., Fleet
National Bank, Compass Bank, Calyon New York Branch and Bank of Scotland (hereinafter collectively
referred to as “Lenders”, and individually, “Lender”) and JPMorgan Chase Bank N.A. (formerly Bank
One, NA), as Administrative Agent, Fleet National Bank, as Co-Documentation Agent, Fortis Capital
Corp., as Co-Documentation Agent, Calyon, New York Branch, as Co-Syndication Agent, Harris Nesbitt
Financing, Inc., as Co-Syndication Agent, J.P. Morgan Securities Inc. (formerly Banc One Capital
Markets, Inc.), as Sole Lead Arranger and Sole Bookrunner providing for up to $600 million of
Indebtedness, as such credit agreement has been amended or supplemented to the date of the
Indenture, 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, in whole or in part, from time to time, whether or not
with the same lenders or agents.



     “Credit Facilities” means, with respect to the Company, one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper facilities with banks or
other institutional lenders providing for revolving credit loans, term loans, production payment
financing, receivables financing (including through the sale of receivables to such



6









 







lenders or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.



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



     “Depositary” means the depositary of each Global Security, which will initially be DTC.



     “Designated Senior Debt” means (i) the Credit Agreement and (ii) any other Senior Debt
permitted under this Indenture the principal amount of which is $25 million or more and that has
been designated by the Company as “Designated Senior Debt.”



     “Disqualified Stock” means any Capital Stock to the extent that, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation
or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is 91 days after the date on which the Securities mature.



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



     “DTC” means The Depository Trust Company, a New York corporation, and its successors.



     “DTC
Legend” means the legend set forth in Exhibit A.



     “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).



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



     “Fixed Charge Coverage Ratio” means with respect to any Person for any 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 Company or any of its Restricted Subsidiaries incurs, assumes,
guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues preferred
stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to the date on which the calculation of the Fixed Charge Coverage Ratio
is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving
pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, as if the same had occurred at the beginning of the
applicable four-quarter reference period. In addition, for purposes of making the computation
referred to above, (i) acquisitions that have been made by the referent Person or any of its
Restricted Subsidiaries, including through mergers or consolidations and including any related
financing transactions, during the four-quarter reference period or subsequent to such reference
period and on or prior to



7









 







the Calculation Date (including, without limitation, any acquisition to occur on the
Calculation Date) shall be deemed to have occurred on the first day of the four-quarter reference
period and Consolidated Cash Flow for such reference period shall be calculated without giving
effect to clause (iii) of the proviso set forth in the definition of Consolidated Net Income, (ii)
the net proceeds of Indebtedness incurred or Disqualified Stock issued by the referent Person
pursuant to the first paragraph of Section 4.09 hereof during the four-quarter reference period or
subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have
been received by the referent Person or any of its Restricted Subsidiaries on the first day of the
four-quarter reference period and applied to its intended use on such date, (iii) the Consolidated
Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, shall be excluded and (iv) the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and
operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to
the extent that the obligations giving rise to such Fixed Charges shall not be obligations of the
referent Person or any of its Restricted Subsidiaries following the Calculation Date.



     “Fixed Charges” means, with respect to any Person for any period, the sum, without
duplication, of (i) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization
of 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
payments (if any) pursuant to Interest Rate Hedging Agreements); (ii) the consolidated interest
expense of such Person and its Restricted Subsidiaries that was capitalized during such period;
(iii) any interest expense on Indebtedness of another Person that is guaranteed by such Person or
any of its Restricted Subsidiaries or secured by a Lien on assets of such Person or any of its
Restricted Subsidiaries (whether or not such guarantee or Lien is called upon) and (iv) the product
of (a) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a
Restricted Subsidiary) on any series of preferred stock of such Person or any of its Restricted
Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is
one minus the then current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.



     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the date hereof.



     “Global Security” means a Security in registered global form without interest coupons.



     “Government Securities” means securities that are (a) direct obligations of the United States
of America for the timely payment of which its full faith and credit is pledged or (b) obligations
of a Person controlled or supervised by and acting as an agency or instrumentality of



8









 







the United States of America the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, which, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with
respect to any such Government Security or a specific payment of principal of or interest on any
such Government Security held by such custodian for the account of the holder of such depositary
receipt; provided, that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Government Security or the specific payment of principal of or
interest on the Government Security evidenced by such depositary receipt.



     “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, letters of credit and reimbursement agreements in respect thereof), of all or
any part of any Indebtedness.



     “Guarantee” means each of the Guarantees of the Securities by the Subsidiary Guarantors
hereunder.



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



     “Indebtedness” means, with respect to any Person, without duplication, (a) any indebtedness of
such Person, whether or not contingent, (i) in respect of borrowed money, (ii) evidenced by bonds,
notes, debentures or similar instruments, (iii) evidenced by letters of credit (or reimbursement
agreements in respect thereof) or banker’s acceptances, (iv) representing Capital Lease
Obligations, (v) 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, (vi)
representing any obligations in respect of Interest Rate Hedging Agreements or Oil and Gas Hedging
Contracts, and (vii) in respect of any Production Payment, (b) all indebtedness of others secured
by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person),
(c) Attributable Debt of such Person, and (d) to the extent not otherwise included in the
foregoing, the guarantee by such Person of any indebtedness of any other Person; provided that the
indebtedness described in clauses (a) (i), (ii), (iv) and (v) shall be included in this definition
of Indebtedness only if, and to the extent that, the indebtedness described in such clauses would
appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP.



     “Indenture” means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of the Securities established as
contemplated hereunder.



     “Initial Securities” means the Securities issued on the Issue Date and any Securities issued
in replacement thereof.



9









 





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



     “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the form of direct or indirect loans (including guarantees of
Indebtedness or other obligations, but excluding trade credit and other ordinary course advances
customarily made in the oil and gas industry), advances or capital contributions (excluding
commission, travel and similar advances to officers and employees made in the ordinary course of
business), 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; provided that the following shall not constitute
Investments: (i) an acquisition of assets, Equity Interests or other securities by the Company for
consideration consisting of common equity securities of the Company, (ii) Interest Rate Hedging
Agreements entered into in accordance with the limitations set forth in clause (h) of the
definition of “Permitted Indebtedness” set forth in Section 4.09 hereof, (iii) Oil and Gas Hedging
Contracts entered into in accordance with the limitations set forth in clause (i) of the definition
of “Permitted Indebtedness” set forth in Section 4.09 hereof and (iv) endorsements of negotiable
instruments and documents in the ordinary course of business. 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 Subsidiary of the Company, the Company shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the fair market value
of the Equity Interests of such Subsidiary not sold or disposed of.



     “Issue Date” means the first date that any Securities are issued under this Indenture.



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



     “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 with
respect to a lease not intended as a security agreement).



     “Material Change” means an increase or decrease (excluding changes that result solely from
changes in prices) of more than 20% during a fiscal quarter in the estimated discounted future net
cash flows from proved oil and gas reserves of the Company and its Restricted Subsidiaries,
calculated in accordance with clause (i) (a) of the definition of Adjusted Consolidated Net
Tangible Assets; provided, however, that the following will be excluded from



10









 







the calculation of Material Change; (i) any acquisitions during the quarter of oil and gas
reserves that have been estimated by one or more nationally recognized firms of independent
petroleum engineers and on which a report or reports exist and (ii) any disposition of properties
existing at the beginning of such quarter that have been disposed of as provided in Section 4.10
hereof.



     “Moody’s” means Moody’s Investors Service, Inc. and its successors.



     “Net Income” means, with respect to any 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, (i) 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 (including,
without limitation, dispositions pursuant to sale and leaseback transactions) or (b) the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries and (ii)
any extraordinary or nonrecurring gain (but not loss), together with any related provision for
taxes on such extraordinary or nonrecurring 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, but excluding cash amounts placed in escrow, until such amounts are released to the Company),
net of the direct costs relating to such Asset Sale (including, without limitation, legal,
accounting and investment banking fees and expenses, and sales commissions) and any relocation
expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing arrangements), amounts required
to be applied to the repayment of Indebtedness (other than Indebtedness under any Credit Facility)
secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve
for adjustment in respect of the sale price of such asset or assets established in accordance with
GAAP and any reserve established for future liabilities.



     “Net Working Capital” means (i) all current assets of the Company and its Restricted
Subsidiaries, minus (ii) all current liabilities of the Company and its Restricted Subsidiaries,
except current liabilities included in Indebtedness, in each case as set forth in financial
statements of the Company prepared in accordance with GAAP (excluding any adjustments made pursuant
to the Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 133).



     “Non-Recourse Debt” means Indebtedness (i) as to which neither the Company nor any of its
Restricted Subsidiaries (a) provides any guarantee or credit support of any kind (including any
undertaking, guarantee, indemnity or agreement or instrument that would constitute Indebtedness) or
(b) is directly or indirectly liable (as a guarantor or otherwise); (ii) no default with respect to
which (including any rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other
Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated
maturity; and (iii) the explicit terms of which provide that there is no recourse against any of
the assets of the Company or its Restricted Subsidiaries.



11









 





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



     “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, the Assistant Secretary, any Vice-President
of such Person or any other individual designated in writing by such Person as an Officer.



     “Officers’ Certificate” means a certificate signed on behalf of the Company, by two Officers
of the Company, one of whom must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 12.05 hereof.



     “Oil and Gas Business” means (i) the acquisition, exploration, development, operation and
disposition of interests in oil, gas and other hydrocarbon properties, (ii) the gathering,
marketing, distribution, treating, processing, storage, selling and transporting of any production
from such interests or properties, (iii) any business relating to exploration for or development,
production, treatment, processing, storage, transportation or marketing of oil, gas and other
minerals and products produced in association therewith and (iv) any activity that is ancillary to
or necessary or appropriate for the activities described in clauses (i) through (iii) of this
definition.



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



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



     “pari passu Indebtedness” means indebtedness which ranks pari passu in right of payment to the
Securities.



     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect
of payments made or funds held hereunder in respect of the Securities.



     “Permitted Investments” means (a) any Investment in the Company or in a Wholly Owned
Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents or securities issued
or directly and fully guaranteed or insured by the United States government or any agency or
instrumentality thereof having maturities of not more than one year from the date of acquisition;
(c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if, as a
result of such Investment and any related transactions that at the time of such Investment are
contractually mandated to occur, (i) such Person becomes a Wholly Owned Restricted Subsidiary of
the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers
or conveys all or substantially all of its assets to, or is liquidated into, the Company or a
Wholly Owned Restricted Subsidiary of the Company; (d) any



12









 







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 hereof; (e) other Investments in any
Person or Persons 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 (e) that are at the time outstanding not to exceed
$10.0 million; (f) any Investment acquired by the Company in exchange for Equity Interests in the
Company (other than Disqualified Stock); (g) shares of Capital Stock received in connection with
any good faith settlement of a bankruptcy proceeding involving a trade creditor; (h) entry into
operating agreements, joint ventures, partnership agreements, working interests, royalty interests,
mineral leases, processing agreements, farm-out agreements, contracts for the sale, transportation
or exchange of oil and natural gas, unitization agreements, pooling arrangements, area of mutual
interest agreements, production sharing agreements 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 the ordinary course of the Oil and
Gas Business, excluding, however, Investments in corporations other than any Investment received
pursuant to the Asset Sale provision and (i) the acquisition of any Equity Interests pursuant to a
transaction of the type described in clause (6) of the exclusions from the definition of “Asset
Sale”.



     “Permitted Liens” means (i) Liens securing Indebtedness of a Subsidiary or Liens securing
Senior Debt, in each case, that is outstanding on the Issue Date and Liens securing Senior Debt
that are permitted by the terms of this Indenture to be incurred, (ii) Liens in favor of the
Company, (iii) Liens on property or assets existing at the time of acquisition thereof by the
Company or any Subsidiary of the Company and Liens on property or assets of a Subsidiary existing
at the time it became a Subsidiary, provided, that such Liens were in existence prior to the
contemplation of the acquisition and do not extend to any assets other than the acquired property,
(iv) Liens incurred or deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other kinds of social security, or to secure the payment or
performance of tenders, statutory or regulatory obligations, surety or appeal bonds, performance
bonds or other obligations of a like nature incurred in the ordinary course of business (including
lessee or operator obligations under statutes, governmental regulations or instruments related to
the ownership, exploration and production of oil, gas and minerals on state or federal lands or
waters), (v) Liens existing on the date of this Indenture, (vi) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being contested in good
faith by appropriate proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with GAAP shall have been
made therefor, (vii) statutory liens of landlords, mechanics, suppliers, vendors, warehousemen,
carriers or other like Liens arising in the ordinary course of business, (viii) judgment Liens not
giving rise to an Event of Default so long as any appropriate legal proceeding that may have been
duly initiated for the review of such judgment shall not have been finally terminated or the period
within which such proceeding may be initiated shall not have expired, (ix) Liens on, or related to,
properties or assets to secure all or part of the costs incurred in the ordinary course of the Oil
and Gas Business for the exploration, drilling, development or operation thereof, (x) Liens in
pipelines or pipeline facilities that arise under operation of law, (xi) Liens arising under
operating agreements, joint venture agreements, partnership agreements, oil and gas leases,
farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil or
natural gas, unitization and pooling declarations and



13









 







agreements, area of mutual interest agreements and other agreements that are customary in the
Oil and Gas Business, (xii) Liens reserved in oil and gas mineral leases for bonus or rental
payments and for compliance with the terms of such leases, (xiii) Liens securing the Securities and
(xiv) Liens not otherwise permitted by clauses (i) through (xiii) that are incurred in the ordinary
course of business of the Company or any Subsidiary of the Company with respect to obligations that
do not exceed $5.0 million at any one time outstanding.



     “Permitted Refinancing Debt” 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 (other than Indebtedness incurred under a
Credit Facility) of the Company or any of its Restricted Subsidiaries; provided that: (i) the
principal amount of such Permitted Refinancing Debt does not exceed the principal amount of the
Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith); (ii) such Permitted Refinancing Debt has a
final maturity date on or 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; (iii) if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment
to the Securities, such Permitted Refinancing Debt has a final maturity date later than the final
maturity date of, and is subordinated in right of payment to, the Securities on terms at least as
favorable taken as a whole to the Holders of the Securities as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and
(iv) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.



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



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



     “Registrar” means a Person engaged to maintain the Register.



     “Repurchase Offer” means an offer made by the Company to purchase all or any portion of a
Holder’s Securities pursuant to Section 4.10 or 4.13 hereof.



     “Responsible Officer” when used with respect to the Trustee, means the officer within the
Corporate Trust Department of the Trustee (or any successor group of the Trustee) having direct
responsibility for the administration of this Indenture.



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



     “Restricted Subsidiary” means any direct or indirect Subsidiary of the Company that is not an
Unrestricted Subsidiary.



     “S&P” means Standard & Poor’s Ratings Group and its successors.



14









 





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



     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article I, Rule 1.02 of Regulations S-X, promulgated pursuant to the Exchange Act, as
such Regulation is in effect on the date hereof.



     “Subordinated Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary
(whether outstanding on the date of the issuance of the Securities or thereafter incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a written agreement.



     “Subsidiary” means, with respect to any Person, (i) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof)
and (ii) any partnership (a) the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more Subsidiaries of such Person (or any combination thereof).



     “Subsidiary Guarantors” means initially the Restricted Subsidiaries of the Company who are
signatories to this Indenture as of the Issue Date and any other future Restricted Subsidiary of
the Company and in each case their respective successors and assigns; provided that in no event
shall any Subsidiary acquired or created by the Company after the date of this Indenture that is
organized under the laws of a jurisdiction other than the United States or any State or other
subdivision thereof (a “non-U.S. Subsidiary”) be a Subsidiary Guarantor under this Indenture.



     “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date on which
this Indenture is qualified under the TIA.



     “Total Assets” means, with respect to any Person, the total consolidated assets of such Person
and its Restricted Subsidiaries, as shown on the most recent balance sheet of such Person.



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



     “Unrestricted Subsidiary” means (i) any Subsidiary of the Company which at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board of Directors of the
Company, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors of the Company may designate any Subsidiary of the Company (including any newly acquired
or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or
Investment therein) to be an Unrestricted Subsidiary only if: (a) such Subsidiary does not own any
Capital Stock of, or own or hold any Lien on any property of, any other Subsidiary of the Company
which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted
Subsidiary; (b) all the Indebtedness of such Subsidiary shall at the date of designation, and will
at all times thereafter consist of, Non-Recourse Debt; (c) the Company certifies that such
designation was permitted by Section 4.07; (d) such Subsidiary,



15









 







either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate,
directly or indirectly, all or substantially all of the business of the Company and its
Subsidiaries; (e) such Subsidiary does not, directly or indirectly, own any Indebtedness of or
Equity Interest in, and has no Investments in, the Company or any Restricted Subsidiary; (f) such
Subsidiary is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (1) to subscribe for additional Equity Interests
or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve
any specified levels of operating results; and (g) on the date such Subsidiary is designated an
Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary with terms substantially less favorable
to the Company than those that might have been obtained from Persons who are not Affiliates of the
Company. Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving
effect to such designation and an Officer’s Certificate certifying that such designation complied
with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred as of such date. The Board of Directors of the Company may designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (1) immediately after
giving effect to such designation, no Default or Event of Default shall have occurred and be
continuing or would occur as a consequence thereof and the Company could incur at least $1.00 of
additional Indebtedness (excluding Permitted Indebtedness) pursuant to Section 4.09 on a pro forma
basis taking into account such designation and (2) such Subsidiary executes a Guarantee pursuant to
Section 11.02 of this Indenture.



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



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (b) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment, by (ii) the then outstanding principal amount of such Indebtedness.



     “Wholly Owned Restricted Subsidiary” means, with respect to any Person, a Restricted
Subsidiary of such Person, all of the outstanding Capital Stock or other ownership interests of
which (other than directors’ qualifying shares) are owned, directly or indirectly, by such Person
or by one or more Wholly Owned Restricted Subsidiaries of such Person.



     Section 1.02. Other Definitions.



16









 





	 	 	 
	               Term	 	Defined in Section
	“Affiliate Transaction”
	 	4.11
	“Asset Sale Offer”
	 	3.09
	“Bankruptcy Law”
	 	10.02
	“Change of Control Offer”
	 	4.13
	“Change of Control Payment”
	 	4.13
	“Change of Control Payment Date”
	 	4.13
	“Covenant Defeasance”
	 	8.03
	“Custodian”
	 	6.01
	“Event of Default”
	 	6.01
	“Excess Proceeds”
	 	4.10
	“incur”
	 	4.09
	“Legal Defeasance”
	 	8.02
	“Notice of Default”
	 	6.01
	“Offer Amount”
	 	3.09
	“Offer Period”
	 	3.09
	“Payment Blockage Notice”
	 	10.04
	“Payment Default”
	 	6.01
	“Permitted Indebtedness”
	 	4.09
	“Purchase Date”
	 	3.09
	“Register”
	 	2.11
	“Representative”
	 	10.02
	“Restricted Payments”
	 	4.07
	“Senior Debt”
	 	10.02






     Section 1.03. Incorporation by Reference of Trust Indenture Act.



     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



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



     “indenture securities” means the Securities;



     “indenture to be qualified” means this Indenture;



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



     “obligor” with respect to the Securities means the Company and with respect to the Guarantees
means the Subsidiary Guarantors and any successor obligor upon the Securities and the Guarantees,
respectively.



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



     Section 1.04. Rules of Construction.



     Unless the context otherwise requires:



17









 





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



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



     (3) “or” is not exclusive;



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



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



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



ARTICLE 2

The Securities




     Section 2.01. Forms Generally. The Securities shall be in substantially the form as shall
be established by or pursuant to a resolution of the Board of Directors or in one or more
indentures supplemental hereto, in each case as contemplated by Section 2.03, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such Securities, as
evidenced by their execution of the Securities.



     The definitive Securities shall be printed, lithographed or engraved on steel-engraved borders
or may be produced in any other manner, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.



     Section 2.02. Form Of Trustee’s Certificate Of Authentication. The Trustee’s certificate of
authentication shall be substantially in the following form:



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



	 	 	 	 	 
	 	J.P. MORGAN TRUST COMPANY

     NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



18









 






	 	 	 	 	 




     Section 2.03. Amount Unlimited. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.



     The Securities may be issued from time to time. Prior to the issuance of Securities, there
shall be established in or pursuant to (i) action taken pursuant to a resolution of the Board of
Directors and (subject to Section 2.04) set forth, or determined in the manner provided, in an
Officers’ Certificate (a “Board Resolution”), or (ii) one or more indentures supplemental hereto,
the definitive terms of the Securities to the extent they are not set forth in or vary from the
provisions of this Indenture, including the following:



     (1) the title of the Securities;



     (2) the purchase price, denomination and any limit upon the aggregate principal amount of the
Initial Securities and, if limited, Additional Securities, which may be authenticated and delivered
under this Indenture (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to this
Indenture);



     (3) the date or dates on which the principal of and premium, if any, on the Securities is
payable or the method of determination thereof;



     (4) the rate or rates at which the Securities shall bear interest, if any, or the method of
calculating such rate or rates of interest, the date or dates from which such interest shall accrue
or the method by which such date or dates shall be determined, the interest payment dates on which
any such interest shall be payable and the regular record dates, if any, for the interest payable
on any interest payment date;



     (5) the period or periods within which, the price or prices at which, the currency or
currencies (including currency unit or units) in which, and the other terms and conditions upon
which Securities may be redeemed, in whole or in part, at the option of the Company, if the Company
is to have that option;



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



     (7) if other than the principal amount thereof, the portion of the principal amount of
Securities which shall be payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 6.02 or the method by which such portion shall be determined;



     (8) any modifications of or additions to the Events of Default or the covenants of the Company
set forth herein;



     (9) the form of Security; and



     (10) any other terms of the Securities.



     All Securities shall be substantially identical except as may otherwise be provided (i) by a
Board Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to Section 2.04)



19









 







set forth, or determined in the manner provided, in an Officers’ Certificate or (iii) in any such
indenture supplemental hereto. All Securities need not be issued at the same time and, unless
otherwise provided, Additional Securities may be issued, subject to any limitations herein;
provided, however, that any such issuance made under the same CUSIP number as the original issuance
will be made only if either such Additional Securities are issued with no more than de minimis
original issue discount or such issuance is a “qualified reopening” as such term is defined under
Treasury regulations section 1.1275-2(k)(3) promulgated under the Internal Revenue Code of 1986, as
amended.



     If any of the terms of the Securities of any series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the
Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth, or providing the manner for determining, the
terms of the Securities, and an appropriate record of any action taken pursuant thereto in
connection with the issuance of any Securities of such series shall be delivered to the Trustee
prior to the authentication and delivery thereof.



     Section 2.04. Execution and Authentication.



     (a) An Officer shall execute the Securities for the Company by facsimile or manual signature
in the name and on behalf of the Company. If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security will still be valid.



     (b) A Security will not be valid until the Trustee manually signs the certificate of
authentication on the Security, with the signature conclusive evidence that the Security has been
authenticated under the Indenture.



     (c) At any time and from time to time after the execution and delivery of the Indenture, the
Company may deliver Securities executed by the Company to the Trustee for authentication. The
Trustee will authenticate and deliver said Securities after receipt by the Trustee of an Officers’
Certificate specifying




     (A) the amount of Securities to be authenticated and the date on which the
Securities are to be authenticated,




     (B) whether the Securities are to be issued as one or more Global Securities
or Certificated Securities, and




     (C) other information the Company may determine to include or the Trustee may
reasonably request.



     Section 2.05. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money
in Trust.



     (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the
Trustee may appoint an Authenticating Agent, in which case each reference in the Indenture to the
Trustee in respect of the obligations of the Trustee to be performed by that



20









 







Agent will be deemed
to be references to the Agent. The Company may act as Registrar or (except for purposes of Article
8) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement
with the Agent implementing the provisions of the Indenture relating to the obligations of the
Trustee to be performed by the Agent and the related rights. The Company initially appoints the
Trustee as Registrar and Paying Agent.



     (b) The Company will require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by
the Paying Agent for the payment of principal, premium, if any, or of interest on the Securities
and will promptly notify the Trustee of any Default by the Company in making any such payment. The
Company at any time may require a Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed, and the Trustee may at any time during the continuance of any
payment Default, upon written request to a Paying Agent, require the Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent
will have no further liability for the money so paid over to the Trustee.



     Section 2.06. Replacement Securities.



     If a mutilated Security is surrendered to the Trustee or if a Holder claims that its Security
has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will
authenticate a replacement Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding. Every replacement Security is an additional Obligation of the
Company and entitled to the benefits of the Indenture. If required by the Trustee or the Company,
an indemnity must be furnished that is sufficient in the judgment of both the Trustee and the
Company to protect the Company and the Trustee from any loss they may suffer if a Security is
replaced. The Company may charge the Holder for the expenses of the Company and the Trustee in
replacing a Security. In case the mutilated, lost, destroyed or wrongfully taken Security has
become or is about to become due and payable, the Company in its discretion may pay the Security
instead of issuing a replacement Security.



     Section 2.07. Outstanding Securities.



     (a) Securities outstanding at any time are all Securities that have been authenticated by the
Trustee except for




     (1) Securities cancelled by the Trustee or delivered to it for cancellation;




     (2) any Security which has been replaced pursuant to Section 2.06 unless and until the
Trustee and the Company receive proof satisfactory to them that the replaced Security is
held by a bona fide purchaser; and




     (3) on or after the maturity date or any redemption date or date for repurchase of the
Securities pursuant to an Asset Sale Offer or a Change of Control Offer, those Securities
payable or to be redeemed or repurchased on that date for which the Trustee (or Paying
Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay
all amounts then due.



21









 





     (b) A Security does not cease to be outstanding because the Company or one of its Affiliates
holds the Security, provided that in determining whether the Holders of the requisite principal
amount of the outstanding Securities have given or taken any request, demand, authorization,
direction, notice, consent, waiver or other action hereunder, Securities owned by the Company or
any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being
understood that in determining whether the Trustee is protected in relying upon any such request,
demand, authorization, direction, notice, consent, waiver or other action, only Securities which
the Trustee actually knows to be so owned will be so disregarded). Securities so owned which have
been pledged in good faith may be regarded as outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any Affiliate of the Company.



     Section 2.08. Temporary Securities.



     Until definitive Securities are ready for delivery, the Company may prepare and the Trustee
will authenticate temporary Securities. Temporary Securities will be substantially in the form of
definitive Securities but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Company Officer executing the temporary Securities, as
evidenced by the execution of the temporary Securities. If temporary Securities are issued, the
Company will cause definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities will be exchangeable for definitive
Securities upon surrender of the temporary Securities at the office or agency of the Company
designated for the purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender
for cancellation of any temporary Securities the Company will execute and the Trustee will
authenticate and deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations. Until so exchanged, the temporary Securities will be entitled to the
same benefits under the Indenture as definitive Securities.



     Section 2.09. Cancellation.



     The Company at any time may deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. Any Registrar or the Paying Agent will
forward to the Trustee any Securities surrendered to it for transfer, exchange or payment. The
Trustee will cancel all Securities surrendered for transfer, exchange, payment or cancellation and
dispose of them in accordance with its document retention procedures or the written instructions
of the Company. The Company may not issue new Securities to replace Securities it has paid in full
or delivered to the Trustee for cancellation.



     Section 2.10. CUSIP and CINS Numbers.



     The Company in issuing the Securities may use “CUSIP” and “CINS” numbers, and the Trustee will
use CUSIP numbers or CINS numbers in notices of redemption or exchange or in offers to purchase as
a convenience to Holders, the notice to state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any



22









 







notice of redemption
or exchange. The Company will promptly notify the Trustee in writing of any change in the CUSIP or
CINS numbers.



     Section 2.11 Registration, Transfer and Exchange.



     (a) The Securities will be issued in registered form only, without coupons, and the Company
shall cause the Registrar to maintain a register (the “Register”) of the Securities, for
registering the record ownership of the Securities by the Holders and transfers and exchanges of
the Securities.



     (b) (1) Each Global Security will be registered in the name of the Depositary or its nominee
and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend set forth in
Exhibit A.




     (2) Each Global Security will be delivered to the Trustee as custodian for the
Depositary. Transfers of a Global Security (but not a beneficial interest therein) will be
limited to transfers thereof in whole, but not in part, to the Depositary, its successors or
their respective nominees, except (x) as set forth in Section 2.11(b)(4) and (y) transfers
of portions thereof in the form of Certificated Securities may be made upon request of an
Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the
Trustee by or on behalf of the Depositary in accordance with customary procedures of the
Depositary and in compliance with this Section 2.11.




     (3) Agent Members will have no rights under the Indenture with respect to any Global
Security held on their behalf by the Depositary, and the Depositary shall be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
the Depositary or its nominee may grant proxies and otherwise authorize any Person
(including any Agent Member and any Person that holds a beneficial interest in a Global
Security through an Agent Member) to take any action which a Holder is entitled to take
under the Indenture or the Securities, and nothing herein will impair, as between the
Depositary and its Agent Members, the operation of customary practices governing the
exercise of the rights of a holder of any security.




     (4) If (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for a Global Security and a successor depositary is not appointed by
the Company within 90 days of the notice or (y) an Event of Default has occurred and is
continuing and the Trustee has received a request from the Depositary, the Trustee will
promptly exchange each beneficial interest in the Global Security for one or more
Certificated Securities in authorized denominations having an equal aggregate principal
amount registered in the name of the owner of such beneficial interest, as identified to the
Trustee by the Depositary, and thereupon the Global Security will be deemed canceled.
Each Certificated Security will be registered in the name of the Holder thereof or its
nominee.



     (c) A Holder may transfer a Security to another Person or exchange a Security for another
Security or Securities of any authorized denomination by presenting to the Trustee a



23









 







written
request therefor stating the name of the proposed transferee or requesting such an exchange. The
Registrar will promptly register any transfer or exchange that meets the requirements of this
Section by noting the same in the Register maintained by the Registrar for the purpose; provided
that




     (x) no transfer or exchange will be effective until it is registered in such Register
and




     (y) the Trustee will not be required (i) to issue, register the transfer of or exchange
any Security for a period of 15 days before a selection of Securities to be redeemed or
repurchased, (ii) to register the transfer of or exchange any Security so selected for
redemption or repurchase in whole or in part, except, in the case of a partial redemption or
repurchase, that portion of any Security not being redeemed or repurchased, or (iii) if a
redemption or a repurchase is to occur after a regular record date but on or before the
corresponding related interest payment date, to register the transfer of or exchange any
Security on or after the regular record date and before the date of redemption or
repurchase. Prior to the registration of any transfer, the Company, the Trustee and their
agents will treat the Person in whose name the Security is registered as the owner and
Holder thereof for all purposes (whether or not the Security is overdue), and will not be
affected by notice to the contrary.



     From time to time the Company will execute and the Trustee will authenticate additional
Securities as necessary in order to permit the registration of a transfer or exchange in accordance
with this Section.



     No service charge will be imposed in connection with any transfer or exchange of any Security,
but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than a transfer tax or other similar
governmental charge payable upon exchange pursuant to subsection (b)(4)).



     (d) (1) Global Security to Global Security. If a beneficial interest in a Global Security is
transferred or exchanged for a beneficial interest in another Global Security, the Trustee will (x)
record a decrease in the principal amount of the Global Security being transferred or exchanged
equal to the principal amount of such transfer or exchange and (y) record a like increase in the
principal amount of the other Global Security. Any beneficial interest in one Global Security that
is transferred to a Person who takes delivery in the form of a beneficial interest in another
Global Security, or exchanged for a beneficial interest in another Global Security, will, upon
transfer or exchange, cease to be an owner of a beneficial interest in such Global Security and
become an owner of a beneficial interest in the other Global Security and, accordingly, will
thereafter be subject to all transfer and exchange restrictions, if any, and
other procedures applicable to beneficial interests in such other Global Security for as long
as it remains such an interest.




     (2) Global Security to Certificated Security. If a beneficial interest in a Global
Security is transferred or exchanged for a Certificated Security, the Trustee will (x)
record a decrease in the principal amount of such Global Security equal to the principal
amount of such transfer or exchange and (y) deliver one or more new Certificated



24









 







Securities
in authorized denominations having an equal aggregate principal amount to the transferee (in
the case of a transfer) or the owner of such beneficial interest (in the case of an
exchange), registered in the name of such transferee or owner, as applicable.




     (3) Certificated Security to Global Security. If a Certificated Security is
transferred or exchanged for a beneficial interest in a Global Security, the Trustee will
(x) cancel such Certificated Security, (y) record an increase in the principal amount of
such Global Security equal to the principal amount of such transfer or exchange and (z) in
the event that such transfer or exchange involves less than the entire principal amount of
the canceled Certificated Security, deliver to the Holder thereof one or more new
Certificated Securities in authorized denominations having an aggregate principal amount
equal to the untransferred or unexchanged portion of the canceled Certificated Security,
registered in the name of the Holder thereof.




     (4) Certificated Security to Certificated Security. If a Certificated Security is
transferred or exchanged for another Certificated Security, the Trustee will (x) cancel the
Certificated Security being transferred or exchanged, (y) deliver one or more new
Certificated Securities in authorized denominations having an aggregate principal amount
equal to the principal amount of such transfer or exchange to the transferee (in the case of
a transfer) or the Holder of the canceled Certificated Security (in the case of an
exchange), registered in the name of such transferee or Holder, as applicable, and (z) if
such transfer or exchange involves less than the entire principal amount of the canceled
Certificated Security, deliver to the Holder thereof one or more Certificated Securities in
authorized denominations having an aggregate principal amount equal to the untransferred or
unexchanged portion of the canceled Certificated Security, registered in the name of the
Holder thereof.



     Section 2.12. Defaulted Interest.



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



25









 





ARTICLE 3

Redemption And Prepayment




     Section 3.01. Notices to Trustee.



     The Securities may be redeemable at the option of the Company as provided in the terms of the
Securities. If the Company elects to redeem Securities pursuant to the optional redemption
provisions thereof , then it shall furnish to the Trustee, at least 45 days but not more than 60
days before a redemption date (or such shorter time as shall be agreed by the Trustee), an
Officers’ Certificate setting forth (i) the paragraph of the Securities pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of Securities to be
redeemed and (iv) the redemption price.



     Section 3.02. Selection of Securities to be Redeemed.



     If less than all of the Securities are to be redeemed at any time, selection of Securities for
redemption shall be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which the Securities are listed as the Trustee is advised
by the Company, or, if the Securities are not so listed, on a pro rata basis, by lot or by such
other method as the Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements); provided that no Securities of $1,000 or less shall be redeemed in
part. In the event of partial redemption by lot, the particular Securities to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Securities not previously called for
redemption.



     The Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities and portions of Securities selected shall be in amounts of
$1,000 or whole multiples of $1,000; except that if all of the Securities of a Holder are to be
redeemed, the entire outstanding amount of Securities held by such Holder, even if not a multiple
of $1,000, shall be redeemed. A new Security in principal amount equal to the unredeemed portion
thereof shall be issued in the name of the Holder thereof upon cancellation of the original
Security. On and after the redemption date, unless the Company defaults in payment of the
redemption price, interest ceases to accrue on Securities or portions of them called for
redemption. Except as provided in this Section 3.02, provisions of this Indenture that apply to
Securities called for redemption also apply to portions of Securities 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 Security, whether such Global Security 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 Security shall be in an authorized denomination.



     Section 3.03. Notice of Redemption.



     Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder of Securities to be redeemed at such Holder’s registered



26









 







address, provided, however, that the Company shall provide notice to the Trustee pursuant to
Section 3.01 hereof at least three days (or such shorter period as shall be satisfactory to the
Trustee) prior to the mailing of the notice pursuant to this Section 3.03.



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



     (a) the redemption date;



     (b) the redemption price;



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



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



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



     (f) that, unless the Company defaults in making such redemption payment, interest on
Securities called for redemption cease to accrue on and after the redemption date;



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



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



     If any of the Securities to be redeemed is in the form of a Global Security, then such notice
shall be modified in form but not substance to the extent appropriate to accord with the procedures
of the Depositary applicable to redemptions.



     At the Company’s request and expense, the Trustee shall give the notice of redemption in the
Company’s name; provided, however, that the Company shall have delivered to the Trustee, at least
45 days (or such shorter period as shall be satisfactory to the Trustee) prior to the redemption
date, 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.



     Section 3.04. Effect of Notice of Redemption.



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



27









 





     Section 3.05. Deposit of Redemption Price.



     On or prior to the redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities
to be redeemed on that date. The Trustee or the Paying Agent shall promptly return without interest
to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of and accrued interest on all Securities to be
redeemed.



     If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on the Securities or the portions of Securities
called for redemption. If a Security is redeemed on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest shall be paid to
the Person in whose name such Security was registered at the close of business on such record date.
If any Security called for redemption shall not be so paid upon surrender for redemption because of
the failure of the Company 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 not paid on such unpaid principal, in each case at the rate provided in the
Securities and in Section 4.01 hereof.



     Section 3.06. Securities Redeemed in Part.



     Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon the
receipt of a written authentication order of the Company signed by an Officer of the Company, the
Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.



     Section 3.07. Optional Redemption.



     Any redemption contemplated by the terms of the Securities shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.



     Section 3.08. Mandatory Redemption.



     Except as set forth under Sections 4.10 and 4.13 hereof, the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Securities.



     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 of Securities and, to the extent required by the terms thereof, to
all holders or lenders of other pari passu Indebtedness, to repurchase Securities and any such
pari passu Indebtedness (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 “Purchase Date”), the Company shall purchase the principal amount of Securities



28









 







required to be
purchased pursuant to Section 4.10 hereof, giving effect to any related offer for pari passu
Indebtedness pursuant to Section 4.10, (the “Offer Amount”) or, if less than the Offer Amount has
been tendered, all Securities tendered in response to the Asset Sale Offer. Payment for any
Securities so purchased shall be made in the same manner as interest payments are made.



     If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a
Security is registered at the close of business on such record date, and no interest shall be
payable to Holders who tender Securities pursuant to the Asset Sale Offer.



     Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a
notice to the Trustee and each of the Holders. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Securities 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;



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



     (c) that any Security not tendered or accepted for payment shall continue to accrue interest;



     (d) that, unless the Company defaults in making such payment, any Security accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;



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



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



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



     (h) that, if the aggregate principal amount of Securities surrendered by Holders exceeds the
Offer Amount, the Company shall select the Securities to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Company so that only



29









 







Securities in
denominations of $1,000, or integral multiples thereof, shall be purchased) in the manner provided
in Section 4.10; and



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



     If any of the Securities subject to an Asset Sale Offer is in the form of a Global Security,
then such notice may be modified in form but not substance to the extent appropriate to accord with
the procedures of the Depositary applicable to repurchases.



     On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Securities or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such
Securities or portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be,
shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver
to each tendering Holder an amount equal to the purchase price of the Securities tendered by such
Holder and accepted by the Company for purchase, and the Company shall promptly issue a new
Security, and the Trustee, upon receipt of a written authentication order of the Company signed by
two Officers of the Company shall authenticate and mail or deliver such new Security to such
Holder, in a principal amount equal to any unpurchased portion of the Security surrendered. Any
Security 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 the Purchase
Date.



     Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.



ARTICLE 4

Covenants




     Section 4.01. Payment of Securities.



     The Company shall pay or cause to be paid the principal of, premium, if any, and interest on
the Securities on the dates and in the manner provided in the Securities. Principal, premium, if
any, and interest shall be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and sufficient to
pay all such amounts then due.



     The Company shall pay interest (including post-petition interest in any proceeding under the
Bankruptcy Code) on overdue principal at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Securities to the extent lawful; it shall pay interest (including



30









 







post-petition interest in any proceeding under the Bankruptcy Code) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the extent lawful.



     Section 4.02. Maintenance of Office or Agency.



     The Company shall maintain an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where principal, premium, if any, and interest
on the Securities will be paid and where Securities may be surrendered for registration of transfer
or for exchange and where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company 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 Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Securities may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency for such purposes.
The Company 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.



     Section 4.03. Reports.



     Notwithstanding that the Company may not be required to remain subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange
Act, the Company shall file with the Commission and provide, within 15 days after such filing, the
Trustee and Holders and prospective Holders (upon request) with the annual reports and the
information, documents and other reports that are specified in Sections 13 and 15(d) of the
Exchange Act (but without exhibits in the case of the Holders and prospective Holders). In the
event that the Company is not permitted to file such reports, documents and information with the
Commission, the Company will provide substantially similar information to the Trustee, the Holders
and prospective Holders (upon request) as if the Company were subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act. The Company shall at all times comply with TIA § 314
(a).



     Section 4.04. Compliance Certificate.



         (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal
year, an Officers’ Certificate stating that a review of the activities of the Company and its
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



31









 







of Default of which he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, premium, if
any, or interest on the Securities is prohibited or if such event has occurred, a description of
the event and what action the Company is taking or proposes to take with respect thereto. As of the
date hereof, the Company’s fiscal year ends on December 31 of each calendar year. In the event the
Company changes its fiscal year, it shall promptly notify the Trustee in writing of such change.



        (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants, the fiscal year-end financial statements delivered pursuant to
Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent
public accountants (who shall be a firm of established national reputation) that in making the
examination necessary for certification of such financial statements, nothing has come to their
attention that would lead them to believe that the Company has violated any provisions of Article 4
or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such violation.



        (c) The Company shall, so long as any of the Securities are outstanding, deliver to the
Trustee, within five Business Days of any Officer becoming aware of any Default or Event of
Default, an Officers’ Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.



     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 Securities.



     Section 4.06. Stay, Extension and Usury Laws



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



     Section 4.07. Restricted Payments.



     The Company shall not and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly: (i) declare or pay any dividend or make any other payment or distribution on



32









 







account
of the Company’s Equity Interests (including, without limitation, any payment to holders of the
Company’s Equity Interests in connection with any merger or consolidation involving the Company) or
to the direct or indirect holders of the Company’s Equity Interests in their capacity as such
(other than dividends or distributions payable in Equity Interests (other than Disqualified Stock)
of the Company); (ii) purchase, redeem or otherwise acquire or retire for value any Equity
Interests of the Company; (iii) make any principal payment on, or purchase, redeem, defease or
otherwise acquire or retire for value any Indebtedness that is subordinated to the Securities,
except at final maturity; or (iv) make any Restricted Investment (all such payments and other
actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted
Payments”), unless, at the time of and after giving effect to such Restricted Payment:



     (a) no Default or Event of Default shall have occurred and be continuing or would occur as a
consequence thereof; and



     (b) the Company would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of the applicable
four-quarter period, have been 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; and



     (c) such Restricted Payment, together with the aggregate of all other Restricted Payments made
by the Company and its Restricted Subsidiaries after the date of this Indenture (excluding
Restricted Payments permitted by clauses (2), (3), (5) and (6) of the next succeeding paragraph),
is less than the sum of (i) the dollar amount calculated as of the date of this Indenture under
Section 4.07(c) of that certain Indenture dated July 21, 2003 among the Company, the Subsidiary
Guarantors and J.P. Morgan Trust Company, National Association as successor trustee to Bank One,
National Association, plus (ii) 50% of the Consolidated Net Income of the Company for the period
(taken as one accounting period) from the beginning of the first fiscal quarter commencing prior to
the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which
internal financial statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (iii) 100%
of the aggregate net cash proceeds received by the Company from the issue and sale since the date
of this Indenture of Equity Interests in the Company or of debt securities of the Company that have
been converted into or exchanged for such Equity Interests (other than Equity Interests (or
convertible debt securities) sold to a Subsidiary of the Company and other than Disqualified Stock
or debt securities that have been converted into Disqualified Stock), plus (iv) 100% of the amount
of net cash proceeds received by the Company or a Restricted Subsidiary from the sale within 12
months of the related acquisition of any of the following that are acquired after the date of the
Indenture in exchange for Equity Interests of the Company (other than Disqualified Stock and other
than Capital Stock issued to a Subsidiary of
the Company): (A) any property or assets (other than Indebtedness and Capital Stock); (B) 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 another Restricted Subsidiary; or (C) Capital Stock
constituting a minority interest in any Person that at such time is a Restricted Subsidiary, plus
(v) 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 lesser of (A) the net proceeds of
such sale, liquidation or repayment and (B) the initial amount of such Restricted Investment.



33









 





     The foregoing provisions shall not prohibit (1) the payment of any dividend within 60 days
after the date of declaration thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture; (2) the redemption, repurchase, retirement or other
acquisition of any Equity Interests of the Company in exchange for, or out of the proceeds of, the
substantially concurrent sale (other than to a Subsidiary of the Company) of other Equity Interests
of the Company (other than any Disqualified Stock); provided that the amount of any such net cash
proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition
shall be excluded from clause (c) (iii) or (c)(iv) of the preceding paragraph; (3) the defeasance,
redemption or repurchase of Subordinated Indebtedness with the net cash proceeds from an incurrence
of Permitted Refinancing Debt or the substantially concurrent sale (other than to a Subsidiary of
the Company) of Equity Interests of the Company (other than Disqualified Stock); provided that the
amount of any such net cash proceeds that are utilized for any such redemption, repurchase,
retirement or other acquisition shall be excluded from clause (c) (iii) or (c)(iv) of the preceding
paragraph; (4) the repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Company or any Subsidiary of the Company held by any of the Company’s (or
any of its Subsidiaries’) employees pursuant to any equity subscription agreement or stock option
agreement in effect as of the date of this Indenture; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2.0 million
in any twelve-month period; and provided further that no Default or Event of Default shall have
occurred and be continuing immediately after such transaction; (5) repurchases of Equity Interests
deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the
exercise price of such options; and (6) cash payments made by the Company for the repurchase,
redemption or other acquisition or retirement of the Company’s 73/8% Senior Subordinated Notes due
2013 or 63/8% Senior Subordinated Notes due 2015.



     The amount of all Restricted Payments (other than cash) shall be the fair market value (as
determined in good faith by a resolution of the Board of Directors of the Company set forth in an
Officers’ Certificate delivered to the Trustee, which determination shall be conclusive evidence of
compliance with this provision) on the date of the Restricted Payment of the asset(s) proposed to
be transferred by the Company or the applicable Restricted Subsidiary, as the case may be, pursuant
to the Restricted Payment. Not later than five days after the date of making any Restricted
Payment, the Company shall 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.



     In computing Consolidated Net Income for purposes of this Section 4.07, (i) the Company shall
use audited financial statements for the portion of the relevant period for which audited financial
statements are available on the date of determination and unaudited financial
statements and other current financial data based on the books and records of the Company for
the remaining portion of such period and (ii) the Company shall be permitted to rely in good faith
on the financial statements and other financial data derived from the books and records of the
Company that are available on the date of determination. If the Company makes a Restricted Payment
which, at the time of the making of such Restricted Payment, would on the good faith determination
of the Company be permitted under the requirements of this Indenture, such Restricted Payment shall
be deemed to have been made in compliance with this Indenture



34









 







notwithstanding any subsequent
adjustments made in good faith to the Company’s financial statements affecting Consolidated Net
Income of the Company for any period.



     The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if such designation would not cause a Default. For purposes of making such
determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except
to the extent repaid in cash) in the Subsidiary so designated shall be deemed to be a Restricted
Investment or, if applicable, a Permitted Investment at the time of such designation and must
comply with this Section 4.07. All such outstanding Investments shall be deemed to constitute
Investments in an amount equal to the greater of the fair market value or the book value of such
Investments at the time of such designation. Such designation shall only be permitted if such
Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary.



     Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.



     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (i) (x) pay dividends or
make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or measured by, its
profits, or (y) pay any indebtedness owed by it to the Company or any of its Restricted
Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries or
(iii) transfer any of its properties or assets to the Company or any of its Restricted
Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (a) the
Credit Agreement and the indentures governing the Company’s 7 3/8% Senior Subordinated Notes and 6
3/8% Senior Subordinated Notes, each as in effect as of the date of this Indenture, and any
amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements
or refinancings thereof or any other Credit Facility or indenture or other financing agreement or
instrument, provided that such amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements, refinancings or other Credit Facilities or indentures or
other financing agreements or instruments are not materially more restrictive taken as a whole with
respect to such dividend and other payment restrictions than those contained in the Credit
Agreement and such indentures as in effect on the date of the Indenture, (b) this Indenture and the
Securities, (c) applicable law, (d) 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, in the case of Indebtedness, to the extent such Indebtedness was incurred
in connection with or in contemplation of such acquisition), which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other than the Person and
its Subsidiaries, or the property or assets of the Person and its
Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was
permitted by the terms of this Indenture to be incurred, (e) by reason of customary non-assignment
provisions in leases and customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder, entered into in the ordinary course of business and consistent
with past practices, (f) purchase money obligations for property acquired in the ordinary course of
business that impose restrictions of the nature described in clause (iii) above on the property so
acquired or (g) Permitted Refinancing Debt, provided that the



35









 







restrictions contained in the
agreements governing such Permitted Refinancing Debt are not materially more restrictive, taken as
a whole, than those contained in the agreements governing the Indebtedness being refinanced.



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



     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness
(including Acquired Debt) and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock if:




     (i) the Fixed Charge Coverage Ratio for the Company’s most recently ended four full
fiscal quarters for which internal financial statements are available immediately preceding
the date on which such additional Indebtedness is incurred or such Disqualified Stock is
issued would have been at least 2.5 to 1, determined on a pro forma basis as set forth in
the definition of Fixed Charge Coverage Ratio; and




     (ii) no Default or Event of Default shall have occurred and be continuing at the time
such additional Indebtedness is incurred or such Disqualified Stock is issued or would occur
as a consequence of the incurrence of the additional Indebtedness or the issuance of the
Disqualified Stock.



     Notwithstanding the foregoing, this Indenture shall not prohibit any of the following
(collectively, “Permitted Indebtedness”): (a) the Indebtedness evidenced by the Initial Securities;
(b) the Indebtedness evidenced by the Company’s 73/8% Senior Subordinated Notes and 63/8% Senior
Subordinated Notes; (c) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness pursuant to Credit Facilities, so long as the aggregate principal amount of all
Indebtedness incurred pursuant to this clause (c) and outstanding under all Credit Facilities does
not, at any one time, exceed the greater of (1) $600.0 million and (2) an amount equal to the sum
of (x) $50 million plus (y) 30% of Adjusted Consolidated Net Tangible Assets determined after the
incurrence of such Indebtedness (including the application of the proceeds therefrom), (d) the
guarantee by any Subsidiary Guarantor of any Indebtedness that is permitted by this Indenture to be
incurred by the Company; (e) all Indebtedness of the Company and its Restricted Subsidiaries in
existence as of the date of this Indenture; (f) intercompany Indebtedness between or among the
Company and any of its Wholly Owned Restricted Subsidiaries; provided, however, that (1) if the
Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinate to the
payment in full of all Obligations with respect
to the Securities and (2) (A) 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 Wholly Owned
Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that
is not either the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to
constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the
case may be; (g) Indebtedness in connection with one or more standby letters of credit, guarantees,
performance bonds or other reimbursement obligations, in each case, issued



36









 







in the ordinary course
of business and not in connection with the borrowing of money or the obtaining of advances or
credit (other than advances or credit on open account, includible in current liabilities, for goods
and services in the ordinary course of business and on terms and conditions which are customary in
the Oil and Gas Business, and other than the extension of credit represented by such letter of
credit guarantee or performance bond itself), not to exceed in the aggregate at any given time 5.0%
of Total Assets; (h) Indebtedness under Interest Rate Hedging Agreements entered into for the
purpose of limiting interest rate risks, provided that the obligations under such agreements are
related to payment obligations on Indebtedness otherwise permitted by the terms of this covenant
and that the aggregate notional principal amount of such agreements does not exceed 105% of the
principal amount of the Indebtedness to which such agreements relate; (i) Indebtedness under Oil
and Gas Hedging Contracts, provided that such contracts were entered into in the ordinary course of
business for the purpose of limiting risks that arise in the ordinary course of business of the
Company and its Restricted Subsidiaries; (j) the incurrence by the Company of Indebtedness not
otherwise permitted to be incurred pursuant to this paragraph, provided that the aggregate
principal amount (or accreted value, as applicable) of all Indebtedness incurred pursuant to this
clause (j), together with all Permitted Refinancing Debt incurred pursuant to clause (k) of this
paragraph in respect of Indebtedness previously incurred pursuant to this clause (j), does not
exceed $10.0 million at any one time outstanding; (k) Permitted Refinancing Debt incurred in
exchange for, or the net proceeds of which are used to refinance, extend, renew, replace, defease
or refund, Indebtedness that was permitted by this Indenture to be incurred (including Indebtedness
previously incurred pursuant to this clause (k) and Indebtedness referred to in clause (e) above);
(l) accounts payable or other obligations of the Company or any Restricted Subsidiary to trade
creditors created or assumed by the Company or such Restricted Subsidiary in the ordinary course of
business in connection with the obtaining of goods or services; and (m) Indebtedness consisting of
obligations in respect of purchase price adjustments, guarantees or indemnities in connection with
the acquisition or disposition of assets.



     The Company shall not permit any of its Unrestricted Subsidiary to incur any Indebtedness
other than Non-Recourse Debt; provided, however, if any such Indebtedness ceases to be Non-Recourse
Debt, such event shall be deemed to constitute an incurrence of Indebtedness by the Company.



     For purposes of determining compliance with, and the outstanding principal amount of any
particular Indebtedness incurred pursuant to and in compliance with this Section 4.09: (A)
Indebtedness permitted by this covenant need not be permitted solely by reference to one provision
permitting such Indebtedness but may be permitted in part by one such provision and in part by one
or more other provisions of this covenant permitting such Indebtedness, (B) in the event that
Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this
covenant to be incurred, the Company, in its sole discretion, will classify such item of
Indebtedness on the date of incurrence (or later reclassify such Indebtedness from or after
the first date on which the Company or its Restricted Subsidiaries could have incurred such
Indebtedness under one or more other of such provisions) and only be required to include the amount
and type of such Indebtedness in one or more of such provisions as it determines; and (C) the
amount of any Indebtedness issued at a price that is less than the principal amount thereof will be
equal to the amount of the liability in respect thereof determined in accordance with GAAP.



37









 





     Section 4.10. Asset Sales.



     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in
an Asset Sale unless (i) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of such Asset Sale at least equal to the fair market value (as determined
in good faith by a resolution of the Board of Directors of the Company set forth in an Officer’s
Certificate delivered to the Trustee, which determination shall be conclusive evidence of
compliance with this provision) of the assets or Equity Interests issued or sold or otherwise
disposed of and (ii) at least 85% of the consideration therefor received by the Company or such
Restricted Subsidiary in such Asset Sale, plus all other Asset Sales since the date of this
Indenture, on a cumulative basis, is in the form of cash or Cash Equivalents; provided that the
amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent
balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Securities or any guarantee thereof) that
are assumed by the transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further liability shall be treated as cash
for the foregoing purposes.



     Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may
apply such Net Proceeds, at its option: (a) to reduce Senior Debt, (b) to acquire controlling
interests in another Oil and Gas Business, (c) to make capital expenditures in respect of the
Company’s or its Restricted Subsidiaries’ Oil and Gas Business, (d) to purchase long-term assets
that are used or useful in such Oil and Gas Business or (e) to repurchase any Securities. Pending
the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt that
is revolving debt or otherwise invest such Net Proceeds in any manner that is not prohibited by
this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the first
sentence of this paragraph shall (after the expiration of the periods specified in this paragraph)
be deemed to constitute “Excess Proceeds.”



     When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an
Asset Sale Offer to purchase the maximum principal amount of Securities and any other pari passu
Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess
Proceeds, at an offer price in cash in an amount equal to, in the case of the Securities, 100% of
the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase or,
in the case of any other pari passu Indebtedness, 100% of the principal amount thereof (or with
respect to discount pari passu Indebtedness, the accreted value thereof) on the date of purchase,
in each case, in accordance with the procedures set forth in Section 3.09 hereof or the agreements
governing pari passu Indebtedness, as applicable. To the extent that the aggregate principal amount
(or accreted value, as the case may be) of the Securities and pari passu Indebtedness tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes. If the sum of
(i) the aggregate principal amount of Securities surrendered by Holders thereof, and (ii) the
aggregate principal amount or accreted value, as the case may be, of other pari passu Indebtedness
surrendered by holders or lenders thereof, exceeds the amount of Excess Proceeds, the Trustee and
the trustee or other lender representatives for the pari passu Indebtedness shall select the
Securities and other pari passu Indebtedness to be purchased on a pro rata basis, based on the
aggregate principal amount (or accreted value, as applicable) thereof surrendered in such



38









 







Asset
Sale Offer. Upon completion of such Asset Sale Offer, the Excess Proceeds shall be reset at zero.



     Section 4.11. Transactions with Affiliates.



     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any of its Affiliates (each
of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms
that are no less favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such Subsidiary with an
unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to an Affiliate
Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $1,000,000 but less than or equal to $10,000,000, an Officers’ Certificate to the Trustee
certifying that such Affiliate Transaction complies with clause (i) above, (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $10,000,000 but less than or equal to $25,000,000, a resolution of the Board of
Directors set forth in an Officer’s Certificate certifying that such Affiliate Transaction or
series of related Affiliate Transactions complies with clause (i) above and that such Affiliate
Transaction or series of related Affiliate Transactions has been approved in good faith by a
majority of the members of the Board of Directors of the Company who are disinterested with respect
to such Affiliate Transaction or series of related Affiliate Transactions (which resolution shall
be conclusive evidence of compliance with this provision) and (c) with respect to any Affiliate
Transaction or series of related Affiliate Transactions involving aggregate consideration in excess
of $25,000,000, a resolution of the Board of Directors set forth in an Officers’ Certificate
certifying that such Affiliate Transaction or series of related Affiliate Transactions complies
with clause (i) above and that such Affiliate Transaction or series of related Affiliate
Transactions has been approved in good faith by a resolution adopted by a majority of the members
of the Board of Directors of the Company who are disinterested with respect to such Affiliate
Transaction or series of related Affiliate Transactions and an opinion as to the fairness to the
Company or such Subsidiary of such Affiliate Transaction or series of related Affiliate
Transactions from a financial point of view issued by an accounting, appraisal, engineering or
investment banking firm of national standing (which resolution and fairness opinion shall be
conclusive evidence of compliance with this provision); provided, however, that the foregoing shall
not apply to (l) transactions contemplated by any employment agreement or other compensation plan
or arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of
business, (2) transactions between or among the Company and/or its Restricted Subsidiaries, (3)
Permitted Investments and Restricted Payments that are permitted by Section 4.07 hereof, (4) any
indemnification payment made to any director, officer or employee
of the Company or any Subsidiary pursuant to charter, bylaw, statutory or contractual
provisions, and (5) transactions with entities that are Affiliates of the Company or a Restricted
Subsidiary only because of the ownership by the Company or a Restricted Subsidiary of Equity
Interests in such entity.



39









 





     Section 4.12. Liens.



     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any Lien securing
Indebtedness of any kind (other than Permitted Liens) upon any of its property or assets, now owned
or hereafter acquired, unless all payments under the Securities are secured by such Lien prior to,
or on an equal and ratable basis with, the Indebtedness so secured for so long as such Indebtedness
is secured by such Lien.



     Section 4.13. Offer to Repurchase Upon Change of Control.



     (a) Upon the occurrence of a Change of Control, each Holder of the Securities shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder’s Securities pursuant to the offer described below (the “Change of Control
Offer”) at an offer price in cash equal to 101% of the aggregate principal amount of the Securities
plus accrued and unpaid interest if any, thereon to the date of purchase (the “Change of Control
Payment”). Within 30 days following any Change of Control, unless a notice of redemption has been
given with respect to the Securities, the Company shall mail a notice to each Holder stating: (1) a
description of the transaction or transactions that constitute the Change of Control; (2) that the
Change of Control Offer is being made pursuant to this Section 4.13 and that all Securities
tendered shall be accepted for payment; (3) the purchase price and the purchase date described
below (the “Change of Control Payment Date”); (4) that any Security not tendered shall continue to
accrue interest, if any; (5) that, unless the Company defaults in the payment of the Change of
Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer shall
cease to accrue interest, if any, after the Change of Control Payment Date; (6) that Holders
electing to have any Securities purchased pursuant to a Change of Control Offer shall be required
to surrender the Securities, with the form entitled “Option of Holder to Elect Purchase” on the
reverse of the Securities completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of Control Payment
Date; (7) that Holders shall be entitled to withdraw their election if the Paying Agent receives,
not later than the close of business on the second Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of Securities delivered for purchase, and a statement that such Holder
is withdrawing his election to have the Securities purchased; and (8) that Holders whose Securities
are being purchased only in part shall be issued new Securities equal in principal amount to the
unpurchased portion of the Securities surrendered, which unpurchased portion must be equal to
$1,000 in principal amount or an integral multiple thereof. The Company and each Subsidiary
Guarantor shall comply with the requirements of Rule l4e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and regulations are applicable
to such party in connection with the repurchase of the Securities as a result of a Change of
Control.



     (b) On a Business Day that is no earlier than 30 days nor later than 60 days from the date
that the Company mails or causes to be mailed notice of the Change of Control to the Holders (the
“Change of Control Payment Date”), the Company shall, to the extent lawful, (i) accept for payment
all Securities or portions thereof properly tendered pursuant to the Change of Control Offer, (ii)
deposit with the Paying Agent an amount equal to the Change of Control



40









 







Payment in respect of all
the Securities or portions thereof so tendered and (iii) deliver or cause to be delivered to the
Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate
principal amount of such Securities or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to each Holder of the Securities so tendered the Change of Control
Payment for such Securities, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each such new Security
shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.



     The Change of Control provisions described above shall be applicable whether or not any other
provisions of this Indenture are applicable.



     The Company shall not be required to make a Change of Control Offer upon a Change of Control
if a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Section 4.13 and purchases all Securities (or
portions thereof) validly tendered and not withdrawn under such Change of Control Offer.



     Section 4.14. Additional Subsidiary Guarantees.



In the event that the Company or any of its Restricted Subsidiaries shall acquire or create a
material Restricted Subsidiary after the date of this Indenture, such newly acquired or created
Restricted Subsidiary shall be deemed to make the guarantee set forth in Section 11.01 and the
Company shall cause such Subsidiary to evidence such guarantee in the manner set forth in Section
11.02; provided that, in no event shall any non-U.S. Subsidiary of the Company be deemed to make
such guarantee or be required to execute a Guarantee in accordance with Section 11.02. For
purposes of the foregoing, a Restricted Subsidiary shall be deemed to be “material” if it would not
be a minor subsidiary within the meaning of Rule 3-10(h) of Regulation S-X under the Exchange Act.



     Section 4.15. Corporate Existence.



     Subject to Article 5 hereof, the Company and each of the Restricted Subsidiaries shall do or
cause to be done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each of the 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 and (ii) the rights (charter, partnership
agreement and statutory), licenses and franchises of the Company and the Restricted Subsidiaries;
provided, however, that the Company and the Restricted Subsidiaries shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or other
existence of any of the Restricted Subsidiaries, if the Board of Directors of the relevant
Person shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and the Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Securities.



41









 





     Section 4.16. No Senior Subordinated Debt.



     Notwithstanding the provisions of Section 4.09 hereof, (i) the Company shall not incur,
create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt of the Company and senior in any
respect in right of payment to the Securities and (ii) the Subsidiary Guarantors shall not directly
or indirectly incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness that is subordinate or junior in right of payment to Senior Debt of the Company and
senior in any respect in right of payment to the Guarantees; provided, however, that the foregoing
limitations shall not apply to distinctions between categories of Indebtedness that exist by reason
of any Liens arising or created in respect of some but not all such Indebtedness.



     Section 4.17. Business Activities.



     The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any
material respect in any business other than the Oil and Gas Business.



ARTICLE 5

Successors




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



     The Company shall not consolidate or merge with or into (whether or not the Company is the
surviving corporation), or 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, and the Company may not permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions if such transaction or series of transactions would, in the
aggregate, result in a sale, assignment, transfer, lease, conveyance, or other disposition of all
or substantially all of the properties or assets of the Company to another Person, in either case
unless (i) the Company is the surviving corporation 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 (the “Surviving Entity”) is a
corporation organized or existing under the laws of the United States, any state thereof or the
District of Columbia; (ii) the Surviving Entity (if the Company is not the continuing obligor under
this Indenture) assumes all the obligations of the Company under the Securities and this Indenture
pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii)
immediately before and after giving effect to such transaction or series of transactions no Default
or Event of Default exists; (iv) the Company or Surviving Entity (if the Company is not the
continuing obligor under this Indenture) will, at the time of such transaction or series of
transactions and after giving pro forma effect thereto as if such transaction or series of
transactions 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 test set forth in the first
paragraph of Section 4.09 hereof. Notwithstanding the foregoing clause (iv), any Restricted
Subsidiary may consolidate with, merge into or transfer all or
part of its properties and assets to
the Company, and any Wholly Owned Restricted Subsidiary may consolidate with, merge into or
transfer all or




42









 








part of its properties and assets to another Wholly Owned Restricted Subsidiary
without complying with such clause (iv).



     Section 5.02. Successor Corporation Substituted.



     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the assets of the Company in accordance with
Section 5.01 hereof, the Surviving Entity shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the “Company” shall refer instead to the Surviving Entity
and not to the Company), and may exercise every right and power of the Company under this Indenture
with the same effect as if such successor Person had been named as the Company herein; provided,
however, that the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Securities except in the case of a sale of all of the Company’s
assets that meets the requirements of Section 5.01 hereof.



ARTICLE 6

Defaults And Remedies




     Section 6.01. Events of Default.



     An “Event of Default” occurs if:




     (1) the Company defaults in the payment of interest on the Securities when the same
becomes due and payable and the Default continues for a period of 30 days, whether or not
such payment is prohibited by the provisions of Article 10 hereof;




     (2) the Company defaults in the payment of the principal of or premium, if any, on the
Securities, whether or not such payment is prohibited by the provisions of Article 10
hereof;




     (3) the Company fails to observe or perform any covenant, condition or agreement on the
part of the Company to be observed or performed pursuant to Article 5 hereof;




     (4) the Company fails to observe or perform any covenant, condition or agreement on the
part of the Company to be observed or performed pursuant to Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17 hereof and the Default continues for the period
and after the notice specified below;




     (5) the Company fails to comply with any of its other agreements or covenants in, or
provisions of, the Securities or this Indenture and the Default continues for the period and
after the notice specified below;




     (6) except as permitted herein, any Guarantee shall be held in any judicial proceeding
to be unenforceable or invalid or shall cease for any reason to be in full force and effect
or a Subsidiary  Guarantor, or any Person acting on behalf of a Subsidiary



43









 







 Guarantor, shall
deny or disaffirm such Subsidiary Guarantor’s obligation under its Guarantee;




     (7) 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 shall be created hereafter, which default (a) is caused by a failure
to pay principal of or premium, if any, or interest on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its
express maturity and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there is then existing
a Payment Default or the maturity of which has been so accelerated, aggregates $10 million
or more; provided, that if any such default is cured or waived or any such acceleration
rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation
of such default beyond the applicable grace period or the occurrence of such acceleration,
as the case may be, such Event of Default under this Indenture and any consequential
acceleration of the Securities shall be automatically rescinded;




     (8) a final non-appealable judgment or order or final non-appealable judgments or
orders are rendered against the Company or any Restricted Subsidiary that remain unpaid or
discharged for a period of 60 days and that require the payment of money, either
individually or in an aggregate amount, in excess of $10 million;




     (9) the Company or any Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary, pursuant to or within the meaning of
any Bankruptcy Law:




     (a) a commences a voluntary case or proceeding,




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




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




     (d) makes a general assignment for the benefit of its creditors;




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




     (a) is for relief against the Company or any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an
involuntary case or proceeding,



44









 






     (b) appoints a Custodian of the Company, any Significant Subsidiary or any group of
Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all
or substantially all of the property of the Company, any Significant Subsidiary or any
group of Subsidiaries that, taken together, would constitute a Significant Subsidiary,
or




     (c) orders the liquidation of the Company, any Significant Subsidiary or any group
of Subsidiaries that, taken together, would constitute a Significant Subsidiary,



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



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



     A Default under clause (4) is not an Event of Default until the Trustee notifies the Company,
or the Holders of at least 25% in principal amount of the then outstanding Securities notify the
Company and the Trustee, of the Default and the Company does not cure the Default within 30
consecutive days after receipt of the notice. A Default under clause (5) is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in principal amount of the
then outstanding Securities notify the Company and the Trustee, of the Default and the Company does
not cure the Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a “Notice of Default.”



     Section 6.02. Acceleration.



     If an Event of Default (other than an Event of Default specified in clauses (9) and (10) of
Section 6.01 hereof) relating to the Company or any Subsidiary Guarantor occurs and is continuing,
the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the
then outstanding Securities by written notice to the Company and the Trustee, may declare the
unpaid principal amount of and any accrued and unpaid interest on all the Securities to be due and
payable immediately. If payment of the Securities is accelerated because of an Event of Default,
the Company shall notify the holders of Designated Senior Debt of such acceleration. Upon such
declaration the principal and interest shall be due and payable immediately; provided, however,
that so long as any Designated Senior Debt or any commitment therefor is outstanding, any such
notice or declaration shall not become effective until the earlier of (a) five Business Days after
such notice is delivered to the representative for the Designated Senior Debt or (b) the
acceleration of any Designated Senior Debt and thereafter, payments on the Securities pursuant to
this Article 6 shall be made only to the extent permitted pursuant to Article 10 herein.
Notwithstanding the foregoing, if any Event of Default specified in clause (9) or (10) of Section
6.01 hereof relating to the Company, any Significant Subsidiary or any group of Subsidiaries that,
taken together, would constitute a Significant Subsidiary occurs, such an
amount shall ipso facto become and be immediately due and payable without any declaration or
other act or notice on the part of the Trustee or any Holder.




45









 







     After a declaration of acceleration under this Indenture, but before a judgment or decree for
payment of principal, premium, if any, and interest on the Securities due under this Article 6 has
been obtained by the Trustee, Holders of a majority in principal amount of the then outstanding
Securities by written notice to the Company and the Trustee may rescind an acceleration and its
consequences if (i) the Company or any Subsidiary Guarantor has paid or deposited with the Trustee
a sum sufficient to pay (a) all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel and (b) all overdue interest on the Securities, if any, (ii) the rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and (iii) all existing
Events of Default (except nonpayment of principal, premium, if any, or interest that has 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, premium, if any, and interest on the Securities or to enforce
the performance of any provision of the Securities or this Indenture.



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



     Section 6.04. Waiver of Past Defaults.



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



     Section 6.05. Control by Majority.



     Holders of a majority in principal amount of the then outstanding Securities 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 that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Securities or that may involve the Trustee in
personal liability it being understood that (subject to Section 7.01) the Trustee shall have
no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such
Holders.



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     Section 6.06. Limitation on Suits.



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



     (a) the Holder of a Security 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 Securities make a
written request to the Trustee to pursue the remedy;



     (c) such Holder of a Security or Holders of Securities offer and, if requested, provide to the
Trustee indemnity 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 Securities do not give the Trustee a direction inconsistent with the request.


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




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



     Notwithstanding any other provision of this Indenture, the right of any Holder of a Security
to receive payment of principal, premium, if any, and interest on the Security, on or after the
respective due dates expressed in the Security (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(1) or (2) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company or any Subsidiary Guarantor for the whole amount of principal of, premium, if
any, and interest remaining unpaid on the Securities and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel.



     Section 6.09. Trustee May File Proofs of Claim.



     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders of the Securities allowed in any judicial proceedings relative to the
Company or any of the Subsidiary Guarantors (or any other obligor upon the Securities), its



47









 







creditors or its property and shall be entitled and empowered to collect, receive and distribute
any money or other property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and
in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any
reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the Holders may be entitled
to receive in such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities 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
provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and may be a member of the creditors’ committee.



     Section 6.10. Priorities.



     If the Trustee collects any money pursuant to this Article, it shall, subject to the
provisions of Article 10, pay out the money in the following order:



     First: to the Trustee, its agents and attorneys for amounts due under Sections 6.08 and 7.07
hereof, including payment of all compensation, expense and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;



     Second: to Holders of Securities for amounts due and unpaid on the Securities for principal,
premium, if any, and accrued interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Securities for principal, premium, if any, and
accrued interest, as the case may be, respectively; and



     Third: to the Company 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 Securities
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



48









 







by a Holder of a Security pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Securities.



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 any
notices, requests, statements, 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;




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




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



     (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.



     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability. The Trustee shall be under no obligation to exercise any of its rights
and powers under this Indenture at the request of any Holders, unless such Holder shall have



49









 







furnished to the Trustee security and indemnity satisfactory to it against any loss, liability or
expense.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. 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, may in all cases pay, subject to
reimbursement as provided in Section 7.07, such reasonable compensation as it deems proper to all
such attorneys and agents, and shall not be responsible for the misconduct or negligence of any
attorney or 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 the Company or any Subsidiary Guarantor shall be sufficient if signed by an Officer
of the Company or such Subsidiary Guarantor.



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



     (g) Except with respect to Sections 4.01 and 4.04 hereof, 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 (i) any
Event of Default occurring pursuant to Sections 4.01, 4.04 and 6.01(1) or (2) hereof or (ii) any
Default or Event of Default of which a Responsible Officer of the Trustee shall have received
written notification or obtained actual knowledge. For the purposes of this clause (g) only,
“actual knowledge” shall mean the actual fact or statement of knowing, without any duty to make
investigation with regard thereto.



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     (h) The Trustee shall not be required to give any bond or surety in respect of the performance
of its duties or the exercise of its powers hereunder.



     (i) the Trustee shall not be bound to ascertain or inquire as to the performance or observance
of any covenants, conditions, or agreements on the part of the Company, except as otherwise set
forth herein, but the Trustee may require of the Company full information and advice as to the
performance of the covenants, conditions and agreements contained herein and shall be entitled in
connection herewith to examine the books, records and premises of the Company.



     (j) The permissive rights of the Trustee to perform the acts enumerated in this Indenture
shall not be construed as a duty and the Trustee shall not be answerable for other than its
negligence or willful misconduct.



     Section 7.03. Individual Rights of Trustee.



     The Trustee in its commercial banking or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company, the Subsidiary Guarantors 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 it must eliminate such conflict within 90 days, apply
to the Commission 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 Section 7.10 and Section 7.11
hereof.



     Section 7.04. Trustee’s Disclaimer.



     The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Securities, or the Guarantees, it shall not be accountable for the
Company’s use of the proceeds from the Securities or any money paid to the Company or upon the
Company’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 in any certificate delivered pursuant hereto
or any statement in the Securities or any other document in connection with the sale of the
Securities 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 in
the manner contemplated in Section 7.02(g), the Trustee shall mail to Holders of Securities a
notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or interest on, any
Security, 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 Securities.



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



     Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Securities remain outstanding, the Trustee shall mail to the Holders
of the Securities 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 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 Securities shall be mailed
to the Company and filed with the Commission and each stock exchange on which the Securities are
listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee in writing
when the Securities are listed on any stock exchange.



     Section 7.07. Compensation and Indemnity.



     The Company and the Subsidiary Guarantors shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder, including,
without limitation, extraordinary services such as default administration. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Company and the Subsidiary Guarantors shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.



     The Company and the Subsidiary Guarantors shall indemnify the Trustee 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 Company and the Subsidiary Guarantors (including this Section 7.07) and
investigating or defending itself against any claim (whether asserted by the Company, the
Subsidiary Guarantors or any Holder or any other Person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the extent any such
loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company and the Subsidiary Guarantors promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company and the Subsidiary Guarantors shall not
relieve the Company and the Subsidiary Guarantors of their obligations hereunder. The Company and
the Subsidiary Guarantors shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company and the Subsidiary Guarantors shall pay the
reasonable fees and expenses of such counsel. The Company and the Subsidiary Guarantors need not
pay for any settlement made without their consent, which consent shall not be unreasonably
withheld.



     The obligations of the Company and the Subsidiary Guarantors under this Section 7.07 are joint
and several and shall survive the satisfaction and discharge of this Indenture.



     To secure the Company’s and the Subsidiary Guarantors’ payment obligations in this Section,
the Trustee shall have a Lien prior to the Securities on all money or property held or



52









 







collected by the Trustee, except that held in trust to pay principal and interest on
particular Securities. 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(9) or (10) 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.



     The Trustee may resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company. The Holders of Securities of a majority in principal amount of the
then outstanding Securities may remove the Trustee by so notifying the Trustee and the Company in
writing. The Company may remove the Trustee if:




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




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




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




     (d) the Trustee becomes incapable of acting.



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



     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of Securities of at least 10% in
principal amount of the then outstanding Securities 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 Security who has been a Holder of a
Security for at least six months, fails to comply with Section 7.10, such Holder of a Security 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 Company. Thereupon, the resignation or removal of the retiring Trustee shall



53









 







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 Securities. 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 Company’s 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.



     Section 7.10. Eligibility; Disqualification.



     There shall at all times be a Trustee hereunder that is a corporation, bank or banking
association 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 Company.



     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been moved 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 Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Securities upon compliance with the conditions set forth below in this
Article 8.



     Section 8.02. Legal Defeasance and Discharge.



     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company and the Subsidiary Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their



54









 







obligations with respect to all outstanding Securities and the Guarantees thereof on the date
the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 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
Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Securities to receive payments in respect of the principal, of, premium, if any, and
interest on such Securities when such payments are due from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, (b) the Company’s obligations with
respect to such Securities under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company’s obligations in connection
therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.



     Section 8.03. Covenant Defeasance.



     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and the Subsidiary Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants
contained in Sections 4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16 and 4.17
hereof and in clause (iv) of Section 5.01 and the covenants contained in the Guarantees with
respect to the outstanding Securities on and after the date the conditions set forth below are
satisfied (hereinafter, “Covenant Defeasance”), and the Securities shall thereafter be deemed not
“outstanding” for the purposes of any compliance certificate, direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Securities, the Company
may omit to comply with and shall have no liability in respect of any term, condition or limitation
set forth in any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture, such Securities and such Guarantees shall be unaffected thereby. In
addition, upon the Company’s 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(3) (but only with respect to the Company’s failure to observe or perform the
covenants, conditions and agreements of the Company under clause (iv) of Section 5.01), 6.01(4),
6.01(6), 6.01(7) and 6.01(8) and 6.01(9) and (10) (but only with respect to Restricted
Subsidiaries) hereof shall not constitute Events of Default.



55









 





     Section 8.04. Conditions to Legal or Covenant Defeasance.



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



     In order to exercise either Legal Defeasance or Covenant Defeasance:



     (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the
Holders of the Securities, cash in United States 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, premium, if any, and
interest, on the outstanding Securities on the stated maturity or on the applicable redemption
date, as the case may be, and the Company must specify whether the Securities are being defeased to
maturity or to a particular redemption date;



     (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) 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 Securities will not recognize
income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will
be subject to federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;



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



     (d) no Default or Event of Default 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) or insofar as Section 6.01(9) or 6.01(10) hereof is concerned, at any time
in the period ending on the 91st day after the date of deposit;



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



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



56









 





     (g) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent provided for 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 (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 or 8.08 hereof in respect of
the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other funds except to the
extent required by law.



     The Company and the Subsidiary Guarantors shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the cash or non-callable 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 Securities.



     Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the request of the Company 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 or Covenant Defeasance.



     Section 8.06. Repayment to Company.



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



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money held by the Trustee pursuant to this Section 8.06 shall be held uninvested and without
liability for interest.



     Section 8.07. Reinstatement.



     If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable
Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations of the Company and the Subsidiary Guarantors
under this Indenture, the Securities and the Guarantees shall be revived and reinstated as though
no deposit had occurred pursuant to Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that if the Company or any Subsidiary Guarantor makes any payment of principal of,
premium, if any, or interest on any Security following the reinstatement of its obligations, the
Company or such Subsidiary Guarantor shall be subrogated to the rights of the Holders of such
Securities to receive such payment from the money held by the Trustee or Paying Agent.



     Section 8.08. Satisfaction and Discharge.



     The Indenture will be discharged and will cease to be of further effect as to all Securities
issued thereunder, when: (1) either (a) all Securities that have been authenticated (except lost,
stolen or destroyed Securities that have been replaced or paid and Securities for whose payment
money has theretofore been deposited in trust and thereafter repaid to the Company) have been
delivered to the Trustee for cancellation, or (b) all Securities that have not been delivered to
the Trustee for cancellation have become due and payable by reason of the giving of a notice of
redemption or otherwise or will become due and payable (including pursuant to a notice of
redemption duly given) within one year and the Company or any Subsidiary Guarantor has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders (in accordance with Section 8.05), cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the
Securities not delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption; (2) no Default or Event of Default shall
have occurred and be continuing on the date of such deposit or shall occur as a result of such
deposit (other than a Default or Event of Default resulting from the borrowing of funds to be
applied to such deposit) and such deposit will not result in a breach or violation of, or
constitute a default under, any instrument (other than this Indenture) to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound; (3)
the Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it
under this Indenture; and (4) the Company has delivered an Officers’ Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have
been satisfied.



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ARTICLE 9

Amendment, Supplement And Waiver




     Section 9.01. Without Consent of Holders of Securities.



     Notwithstanding Section 9.02 of this Indenture, the Company, the Subsidiary Guarantors and the
Trustee may amend or supplement this Indenture, the Securities or the Guarantees without the
consent of any Holder of a Security:



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



     (b) to provide for uncertificated Securities in addition to or in place of Certificated
Securities;



     (c) to provide for the assumption of the Company’s obligations to the Holders of the
Securities in the case of a merger or consolidation pursuant to Article 5 hereof;



     (d) to make any change that would provide any additional rights or benefits to the Holders of
the Securities or that does not adversely affect the legal rights hereunder of any Holder of a
Security;



     (e) to secure the Securities or add guarantees thereof; or



     (f) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA.



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



     Section 9.02. With Consent of Holders of Securities.



     Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the
Trustee may amend or supplement this Indenture, the Securities and the Guarantees with the consent
of the Holders of at least a majority in aggregate principal amount of the Securities then
outstanding (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for the Securities), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of Default in the payment
of the principal of, premium, if any, or interest on the Securities, except a payment default
resulting from an acceleration that has been rescinded) or compliance with any provision of this
Indenture, the Securities or the Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Securities (including, without



59









 







limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for the Securities).



     Notwithstanding the foregoing, without the consent of at least
662/3% in aggregate principal
amount of the Securities then outstanding (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for the Securities), no waiver or amendment to this
Indenture may make any change in the provisions of Sections 3.09, 4.10 and 4.13 hereof that
adversely affect the rights of any Holder of Securities. In addition, any amendment to the
provisions of Article 10 of this Indenture shall require the consent of the Holders of at least
662/3% in aggregate principal amount of the Securities then outstanding if such amendment would
adversely affect the rights of Holders of Securities; provided that, no amendment may be made to
the provisions of Article 10 of this Indenture that adversely affects the rights of any holder of
Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative
thereof authorized to consent) consent to such change.



     Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal
amount of the Securities then outstanding may waive compliance in a particular instance by the
Company or any Subsidiary Guarantor with any provision of this Indenture, the Securities or the
Guarantees. However, without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Securities held by a non-consenting Holder):



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



     (b) reduce the principal of or change the fixed maturity of any Security or alter the
provisions with respect to the redemption of the Securities (except as provided above with respect
to Sections 3.09, 4.10 and 4.13 hereof);



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



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



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



     (f) make any change in the provisions of this Indenture relating to waivers of past Defaults
or the rights of Holders of Securities to receive payments of principal or premium, if any, or
interest on the Securities; or



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



     Upon the request of the Company accompanied by a resolution of the Board of Directors of the
Company and each of the Subsidiary Guarantors, as the case may be, authorizing the execution of any
such amended or supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Securities as aforesaid, and upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee



60









 







shall join with the Company and the Subsidiary Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.



     It shall not be necessary for the consent of the Holders of Securities under this Section 9.02
to approve the particular form of any proposed amendment 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 Securities affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, 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 Securities shall be set forth in an
amended or supplemental Indenture that complies with the TIA as then in effect.



     Section 9.04. Revocation and Effect of Consents.



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



     The Company may, but shall not be obligated to, fix such record date as it may select for the
purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If
a record date is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.



     Section 9.05. Notation on or Exchange of Securities.



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



61









 





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



     Section 9.06. Trustee to Sign Amendment, 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. Neither the Company nor any Subsidiary Guarantor may sign an
amendment or supplemental Indenture until its respective Board of Directors approves it. In
executing any amended or supplemental indenture, the Trustee shall be entitled to receive and
(subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an
Opinion of Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that there has been compliance with all conditions
precedent.



ARTICLE 10

Subordination




     Section 10.01. Agreement to Subordinate.



     The Company and each Subsidiary Guarantor agree, and each Holder by accepting a Security and
the related Guarantees agrees, that (i) the Indebtedness evidenced by (a) the Securities,
including, but not limited to, the payment of principal of, premium, if any, and interest on the
Securities, and any other payment Obligation of the Company in respect of the Securities (including
any obligation to repurchase the Securities) is subordinated in right of payment, to the extent and
in the manner provided in this Article, to the prior payment in full in cash of all Senior Debt of
the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and (b) the Guarantees and other payment Obligations in respect of the Guarantees are
subordinated in right of payment, to the extent and in the manner provided in this Article, to the
prior payment in full in cash of all Senior Debt of each Subsidiary Guarantor and (ii) the
subordination is for the benefit of the Holders of Senior Debt.



     Section 10.02. Certain Definitions.



     “Bankruptcy Law” means the Bankruptcy Code or any similar Federal or state law for the relief
of debtors.



     “Representative” means the indenture trustee or other trustee, agent or representative for any
Senior Debt.



     “Senior Debt” means (i) Indebtedness of the Company or any Subsidiary of the Company under or
in respect of any Credit Facility, whether for principal, interest (including interest accruing
after the filing of a petition initiating any proceeding pursuant to any Bankruptcy Law, whether or
not the claim for such interest is allowed as a claim in such proceeding), reimbursement
obligations, fees, commissions, expenses, indemnities or other amounts and (ii) any other
Indebtedness of the Company or any Subsidiary of the Company permitted under the



62









 







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
Securities; provided that the Company’s 7 3/8% Senior Subordinated Notes and 6 3/8% Senior
Subordinated Notes outstanding on the date of this Indenture shall be deemed to rank on parity with
the Securities and shall not be Senior Debt. Notwithstanding anything to the contrary in the
foregoing sentence, Senior Debt will not include (w) any liability for federal, state, local or
other taxes owed or owing by the Company, (x) any Indebtedness of the Company to any of its
Subsidiaries or other Affiliates, (y) any trade payables or (z) any Indebtedness that is incurred
in violation of this Indenture (other than Indebtedness under (i) the Credit Agreement or (ii) any
other Credit Facility that is incurred on the basis of a representation by the Company to the
applicable lenders that it is permitted to incur such Indebtedness under this Indenture).



     A “distribution” may consist of cash, securities or other property, by set-off or otherwise.



     All Designated Senior Debt now or hereafter existing and all other Obligations relating
thereto shall not be deemed to have been paid in full unless the holders or owners thereof shall
have received payment in full in cash (or other form of payment consented to by the holders of such
Designated Senior Debt) with respect to such Designated Senior Debt and all other Obligations with
respect thereto.



     Section 10.03. Liquidation; Dissolution; Bankruptcy.



     (a) Upon any payment or distribution of property or securities to creditors of the Company in
a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, or in an assignment for
the benefit of creditors or any marshalling of the Company’s assets and liabilities:




     (1) the holders of Senior Debt of the Company shall be entitled to receive payment in
full in cash of all Obligations in respect of such Senior Debt (including interest after the
commencement of any such proceeding at the rate specified in the applicable Senior Debt,
whether or not a claim for such interest would be allowed in such proceeding) before the
Holders of Securities shall be entitled to receive any payment or distribution with respect
to the Securities and related Obligations (except in each case that Holders of Securities
may receive securities that are subordinated at least to the same extent as the Securities
to Senior Debt and any securities issued in exchange for Senior Debt and payments made from
any defeasance trust created pursuant to Section 8.05 hereof provided that the applicable
deposit does not violate Article 8 or 10 of this Indenture); and




     (2) until all Obligations with respect to Senior Debt of the Company (as provided in
subsection (a)(1) above) are paid in full in cash, any payment or distribution to which the
Holders of Securities and the related Guarantees would be entitled shall be made to holders
of Senior Debt of the Company (except that Holders of Securities and the related Guarantees
may receive securities that are subordinated at least to the same extent as the Securities
to Senior Debt and any securities issued in exchange for Senior Debt and payments made from
any defeasance trust created pursuant to Section 8.05



63









 







hereof provided that the applicable deposit does not violate Article 8 or 10 of this
Indenture).



     (b) Upon any payment or distribution of property or securities to creditors of a Subsidiary
Guarantor in a liquidation or dissolution of such Subsidiary Guarantor or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to such Subsidiary
Guarantor or its property, or in an assignment for the benefit of creditors or any marshalling of
such Subsidiary Guarantor’s assets and liabilities:




     (1) the holders of Senior Debt of such Subsidiary Guarantor shall be entitled to
receive payment in full in cash of all Obligations in respect of such Senior Debt (including
interest after the commencement of any such proceeding at the rate specified in the
applicable Senior Debt, whether or not a claim for such interest would be allowed in such
proceeding) before the Holders of Securities and the related Guarantees shall be entitled to
receive any payment or distribution with respect to the Guarantee made by such Subsidiary
Guarantor (except in each case that Holders of Securities and the related Guarantees may
receive securities that are subordinated at least to the same extent as the Securities to
Senior Debt and any securities issued in exchange for Senior Debt and payments made from any
defeasance trust created pursuant to Section 8.05 hereof provided that the applicable
deposit does not violate Article 8 or 10 of this Indenture); and




     (2) until all Obligations with respect to Senior Debt of such Subsidiary Guarantor (as
provided in subsection (b)(1) above) are paid in full in cash, any payment or distribution
to which the Holders of Securities and the related Guarantees would be entitled shall be
made to holders of Senior Debt of such Subsidiary Guarantor (except that Holders of
Securities and the related Guarantees may receive securities that are subordinated at least
to the same extent as the Securities to Senior Debt and any securities issued in exchange
for Senior Debt and payments made from any defeasance trust created pursuant to Section 8.05
hereof provided that the applicable deposit does not violate Article 8 or 10 of this
Indenture).



     Under the circumstances described in this Section 10.03, the Company, any Subsidiary Guarantor
or any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar person making
any payment or distribution of cash or other property or securities is authorized or instructed to
make any payment or distribution to which the Holders of the Securities and the related Guarantees
would otherwise be entitled (other than securities that are subordinated at least to the same
extent as the Securities to Senior Debt and any securities issued in exchange for Senior Debt and
payments made from any defeasance trust referred to in the second parenthetical clause of each of
clauses (a)(1), (b)(1), (a)(2) and (b)(2) above, which shall be delivered or paid to the Holders of
Securities as set forth in such clauses) directly to the holders of the Senior Debt of the Company
and any Subsidiary Guarantor, as applicable, (pro rata to such holders on the basis of the
respective amounts of Senior Debt of the Company and any Subsidiary Guarantor, as applicable, held
by such holders) or their Representatives, or to any trustee or trustees under any other indenture
pursuant to which any such Senior Debt may have been issued, as their respective interests appear,
to the extent necessary to pay all such Senior Debt in full, in cash or



64









 







cash equivalents after giving effect to any concurrent payment, distribution or provision
thereof or to or for the holders of such Senior Debt.



     To the extent any payment of or distribution in respect of Senior Debt (whether by or on
behalf of the Company or any Subsidiary Guarantor, as proceeds of security or enforcement of any
right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar
Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment or distribution is recovered by, or paid over to, such receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such
payment had not occurred. To the extent the obligation to repay any Senior Debt is declared to be
fraudulent, invalid or otherwise set aside under any bankruptcy, insolvency, receivership,
fraudulent conveyance or similar law, then the obligation so declared fraudulent, invalid or
otherwise set aside (and all other amounts that would come due with respect thereto had such
obligation not been so affected) shall be deemed to be reinstated and outstanding as Senior Debt
for all purposes hereof as if such declaration, invalidity or setting aside had not occurred.



     Section 10.04. Default on Designated Senior Debt.



     The Company and the Subsidiary Guarantors may not make any payment (whether by redemption,
purchase, retirements, defeasance or otherwise) upon or in respect of the Securities and the
related Guarantees (other than securities that are subordinated at least to the same extent as the
Securities to Senior Debt and any securities issued in exchange for Senior Debt and payments and
other distributions made from any defeasance trust created pursuant to Section 8.05 hereof if the
applicable deposit does not violate Article 8 or 10 of this Indenture) until all principal and
other Obligations with respect to the Senior Debt of the Company have been paid in full if:




     (i) a default in the payment of any principal of, premium, if any, or interest on
Designated Senior Debt occurs; or




     (ii) any other default occurs and is continuing with respect to Designated Senior Debt
that permits, or with the giving of notice or passage of time or both (unless cured or
waived) would permit, holders of the Designated Senior Debt as to which such default relates
to accelerate its maturity and the Trustee receives a notice of the default (a “Payment
Blockage Notice”) from the Company or the holders of any Designated Senior Debt. If the
Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice
shall be effective for purposes of this Section unless and until 360 days shall have elapsed
since the date of commencement of the payment blockage period resulting from the immediately
prior Payment Blockage Notice. No nonpayment default in respect of any Designated Senior
Debt that existed or was continuing on the date of delivery of any Payment Blockage Notice
to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice.



65









 





     The Company shall resume payments on and distributions in respect of the Securities and any
Subsidiary Guarantor shall resume making payments and distributions pursuant to the Guarantees
upon:




     (1) in the case of a default referred to in Section 10.04(i) hereof the date upon which
the default is cured or waived, or




     (2) in the case of a default referred to in Section 10.04(ii) hereof, the earliest of
(1) the date on which such nonpayment default is cured or waived, (2) the date the
applicable Payment Blockage Notice is retracted by written notice to the Trustee and (3) 90
days after the date on which the applicable Payment Blockage Notice is received unless (A)
the maturity of any Designated Senior Debt has been accelerated or (B) a Default or Event of
Default under Section 6.01(9) or (10) has occurred and is continuing,


if this Article otherwise permits the payment, distribution or acquisition at the time of such
payment or acquisition.




     Section 10.05. Acceleration of Securities.



     If payment of the Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Debt of the acceleration.



     Section 10.06. When Distribution Must be Paid Over.



     In the event that the Trustee or any Holder receives any payment or distribution of or in
respect of any Obligations with respect to the Securities or the Guarantees at a time when such
payment or distribution is prohibited by Section 10.03 or Section 10.04 hereof, such payment or
distribution shall be held by the Trustee (if the Trustee has actual knowledge that such payment or
distribution is prohibited by Section 10.03 or Section 10.04) or such Holder, in trust for the
benefit of, and shall be paid forthwith over and delivered to, the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other agreement (if any)
pursuant to which such Senior Debt may have been issued, as their respective interests may appear,
for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to
the extent necessary to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior Debt.



     With respect to the holders of Senior Debt, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth in this Article 10, and no
implied covenants or obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and, except as provided in Section 10.12, shall not be liable to any such
holders if the Trustee shall pay over or distribute to or on behalf of Holders of Securities or the
Company, the Subsidiary Guarantors or any other Person money or assets to which any holders of
Senior Debt shall be entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.



66









 





     Section 10.07. Notice by Company.



     The Company and the Subsidiary Guarantors shall promptly notify the Trustee and the Paying
Agent of any facts known to the Company or any Subsidiary Guarantor that would cause a payment of
any Obligations with respect to the Securities or the related Guarantees to violate this Article,
but failure to give such notice shall not affect the subordination of the Securities and the
related Guarantees to the Senior Debt as provided in this Article.



     Section 10.08. Subrogation.



     After all Senior Debt is paid in full and until the Securities are paid in full, Holders of
Securities and the related Guarantees shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Securities and the Guarantees) to the rights of holders of Senior
Debt to receive distributions and payments applicable to Senior Debt to the extent that
distributions and payments otherwise payable to the Holders of Securities and the related
Guarantees have been applied to the payment of Senior Debt. A payment or distribution made under
this Article to holders of Senior Debt that otherwise would have been made to Holders of Securities
and the related Guarantees is not, as between the Company and Holders of Securities, a payment by
the Company on the Securities.



     Section 10.09.  Relative Rights.



     This Article defines the relative rights of Holders of Securities and the related Guarantees
and holders of Senior Debt. Nothing in this Indenture shall:




     (1) impair, as between the Company and Holders of Securities, the obligation of the
Company, which is absolute and unconditional, to pay principal of and interest on the
Securities in accordance with their terms;




     (2) affect the relative rights of Holders of Securities and the related Guarantees and
creditors of the Company other than their rights in relation to holders of Senior Debt; or




     (3) prevent the Trustee or any Holder from exercising its available remedies upon a
Default or Event of Default, subject to the rights of holders and owners of Senior Debt to
receive distributions and payments otherwise payable to Holders of Securities and the
related Guarantees.



     If the Company fails because of this Article to pay principal of or interest on a Security on
the due date, the failure is still a Default or Event of Default.



     Section 10.10. Subordination May Not be Impaired by Company or the Subsidiary Guarantors.



     No right of any present or future holders of any Senior Debt to enforce subordination as
provided in this Article 10 will at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or any Subsidiary Guarantor or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company or any



67









 







Subsidiary Guarantor with the terms of this Indenture, regardless of any knowledge thereof
that any such holder of Senior Debt may have or otherwise be charged with. The provisions of this
Article 10 are intended to be for the benefit of, and shall be enforceable directly by, the holders
of Senior Debt.



     Section 10.11. Payment, Distribution or Notice to Representative.



     Whenever a payment or distribution is to be made or a notice given to holders of Senior Debt,
the distribution may be made and the notice given to their Representative.



     Upon any payment or distribution of assets or securities of the Company or any Subsidiary
Guarantor referred to in this Article 10, the Trustee and the Holders of Securities and the related
Guarantees shall be entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent
or other Person making any payment or distribution to the Trustee or to the Holders of Securities
and the related Guarantees for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other Indebtedness of the Company
or any Subsidiary Guarantor, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.



     Section 10.12. Rights of Trustee and Paying Agent.



     Notwithstanding the provisions of this Article 10 or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may
continue to make payments on the Securities and the Guarantees, unless the Trustee shall have
received at its Corporate Trust Office at least one Business Day prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with respect to the
Securities or Guarantees to violate this Article, which notice shall specifically refer to Section
10.03 or 10.04 hereof. Only the Company or a Representative may give the notice. Nothing in this
Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section
7.07 hereof.



     The Trustee in its individual or any other capacity may hold Senior Debt with the same rights
it would have if it were not Trustee. Any Agent may do the same with like rights.



     Section 10.13. Authorization to Effect Subordination.



     Each Holder by the Holder’s acceptance thereof authorizes and directs the Trustee on the
Holder’s behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 10, and appoints the Trustee to act as the Holder’s
attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at
least 30 days before the expiration of the time to file such claim, each lender under the Credit
Agreement is hereby authorized to file an appropriate claim for and on behalf of the Holders of the
Securities and the related Guarantees.



68









 





     Section 10.14. Amendments.



     No amendment may be made to the provisions of or the definitions of any terms appearing in
this Article 10, or to the provisions of Section 6.02 relating to the Designated Senior Debt, that
adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of
such Senior Debt (or any group or Representative authorized to give a consent) consent to such
change.



     Section 10.15. No Waiver of Subordination Provisions.



     Without in any way limiting the generality of Section 10.09 of this Indenture, the holders of
Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee
or the Holders, without incurring responsibility to the Holders and without impairing or releasing
the subordination provided in this Article 10 or the obligations hereunder of the Holders to the
holders of Senior Debt, do any one or more of the following: (a) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding or secured; (b) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Debt; (c) release any Person liable in any manner for the collection of Senior Debt; and (d)
exercise or refrain from exercising any rights against the Company and each Subsidiary Guarantor
and any other Person.



ARTICLE 11

The Guarantees




     Section 11.01. The Guarantees.



     Each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to
each Holder of a Security 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
Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of
and premium, if any, and interest, on the Securities shall be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on premium and interest, on the Securities, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be
promptly paid in full or 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 Securities or any of such other
obligations, that the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same
immediately. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the Securities or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other



69









 







circumstance which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each of the Subsidiary Guarantors hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Guarantee shall not be discharged except by complete performance of the
obligations contained in the Securities and this Indenture. If any Holder or the Trustee is
required by any court or otherwise to return to the Company or the Subsidiary Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in relation to either the Company
or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each
of the Subsidiary Guarantors agrees that it shall not be entitled to any right of subrogation in
relation to the Holders of Securities in respect of any obligations guaranteed hereby until payment
in full of all obligations guaranteed hereby. Each of the Subsidiary Guarantors further agrees
that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on
the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations guaranteed hereby and
(y) in the event of any declaration of acceleration of such obligations as provided in Article 6,
such obligations (whether or not due and payable) shall forthwith become due and payable by the
Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary Guarantors shall have the
right to seek contribution from any Subsidiary Guarantor not paying so long as the exercise of such
right does not impair the rights of the Holders under the Guarantees.



     Section 11.02. Execution and Delivery of Guarantees.



     (i) To evidence its Guarantee set forth in Section 11.01, each of the Subsidiary Guarantors
hereby agrees that a notation of such Guarantee substantially in the form of Exhibit B shall be
endorsed by an officer of such Subsidiary Guarantor on each Security authenticated and delivered by
the Trustee, that this Indenture shall be executed on behalf of such Subsidiary Guarantor by an
Officer thereof.



     Each Subsidiary Guarantor hereby agrees that its Guarantee set forth in Section 11.01 shall
remain in full force and effect notwithstanding any failure to endorse on each Security a notation
of such Guarantee.



     If an Officer whose signature is on this Indenture or on the applicable Guarantee no longer
holds that office at the time the Trustee authenticates the Security on which such Guarantee is
endorsed, such Guarantee shall be valid nevertheless.



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



70









 





     Section 11.03. Subsidiary Guarantors May Consolidate, etc., on Certain Terms.



     No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such
Subsidiary Guarantor is the Surviving Person) another Person, whether or not affiliated with such
Subsidiary Guarantor, unless:



     (a) subject to the provisions of Section 11.04 hereof, the Person formed by or surviving any
such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations
of such Subsidiary Guarantor pursuant to a supplemental indenture in form reasonably satisfactory
to the Trustee in respect of the Securities, this Indenture and such Subsidiary Guarantor’s
Guarantee;



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



     (c) such transaction does not violate any of Sections 4.03, 4.07, 4.08, 4.09, 4.11, 4.12,
4.13, 4.14, 4.16 and 4.17.


Notwithstanding the foregoing, none of the Subsidiary Guarantors shall be permitted to consolidate
with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person),
another corporation, Person or entity pursuant to the preceding sentence if such consolidation or
merger would not be permitted by Section 5.01 hereof.




     In case of any such consolidation or merger and upon the assumption by the successor
corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in
form to the Trustee, of the Guarantee endorsed upon the Securities and the due and punctual
performance of all of the covenants and conditions of this Indenture to be performed by such
Subsidiary Guarantor, such successor corporation shall succeed to and be substituted for such
Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.
Such successor corporation thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Securities issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees
had been issued at the date of the execution hereof.



     Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of any Subsidiary Guarantor with or
into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the
property of any Subsidiary Guarantor as an entirety or substantially as an entirety to the Company
or any Subsidiary Guarantor.



     Section 11.04. Releases of Guarantees.



     In the event of a sale or other disposition of all or substantially all of the assets of any
Subsidiary Guarantor or a sale or other disposition of all of the capital stock of any Subsidiary
Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by way of
merger, consolidation, or otherwise, in a transaction that does not violate any of the covenants of



71









 







this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition,
by way of such merger, consolidation or otherwise, of all the capital stock of such Subsidiary
Guarantor) shall be released and relieved of any obligations under its Guarantee and such acquiring
corporation or other Person (in the event of a sale or other disposition of all or substantially
all of the assets of such Subsidiary Guarantor), if other than a Subsidiary Guarantor, shall have
no obligation to assume or otherwise become liable under such Guarantee. Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10, such Subsidiary Guarantor shall ipso
facto be released from its obligations under its Guarantee and the Trustee shall execute any
documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its
obligations under its Guarantee.



     Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain
liable for the full amount of principal of and interest on the Securities and for the other
obligations of such Subsidiary Guarantor under this Indenture as provided in this Article 11.



     Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the
terms of this Indenture shall be released from and relieved of its obligations under its Guarantee.



     Section 11.05. Limitation on Subsidiary Guarantor Liability.



     For purposes hereof, each Subsidiary Guarantor’s liability shall be that amount from time to
time equal to the aggregate liability of such Subsidiary Guarantor thereunder, but shall be limited
to the lesser of (i) the aggregate amount of the Obligations of the Company under the Securities
and this Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary
Guarantor “insolvent” (as such term is defined in the Bankruptcy Code and in the Debtor and
Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time
its Guarantee of the Securities was entered into, after giving effect to the incurrence of existing
Indebtedness immediately prior to such time; provided that, it shall be a presumption in any
lawsuit or other proceeding in which such Subsidiary Guarantor is a party that the amount
guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any
creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or
trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the
aggregate liability of such Subsidiary Guarantor is limited to the amount set forth in clause (ii).
In making any determination as to the solvency or sufficiency of capital of a Subsidiary Guarantor
in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution
from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have,
contractual or otherwise, shall be taken into account.



     Section 11.06. “Trustee” to Include Paying Agent.



     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in Article 10 and this Article 11
shall in such case (unless the context shall otherwise require) be construed as extending to and
including such Paying Agent within its meaning as fully and for all intents and



72









 







purposes as if such Paying Agent were named in Article 10 and this Article 11 in place of the
Trustee.



     Section 11.07. Subordination of Guarantees.



     The obligations of each of the Subsidiary Guarantors under its Guarantee pursuant to this
Article 11 shall be junior and subordinated to the Senior Debt of the Subsidiary Guarantor pursuant
to Article 10 hereof. For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments or distributions by or on behalf of any of the
Subsidiary Guarantors only at such times as they may receive and/or retain payments in respect of
the Securities pursuant to this Indenture, including Article 10 hereof.



ARTICLE 12

Miscellaneous




     Section 12.01. Trust Indenture Act Controls.



     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
TIA § 318(c), the imposed duties shall control. If any provisions of this Indenture modifies or
excludes any provision of the TIA that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or excluded, as the case may be.



     Section 12.02. Notices.



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


If to the Company or any Subsidiary Guarantor:



Range Resources Corporation

777 Main Street, Suite 800

Fort Worth, Texas 76102

Telecopier No.: (817) 810-1950

Attention:         Rodney L. Waller



With a copy to:



Vinson & Elkins L.L.P.

3700 Trammell Crow Center

2001 Ross Avenue

Dallas, Texas 75201-2975

Telecopier No.: (214) 220-7716

Attention:         Rodney L. Moore




73









 







If to the Trustee:



J.P. Morgan Trust Company, National Association

600 Travis Street, Suite 1150

Houston, Texas 77002-3009

Attention: Mary Jane Henson

Telecopier No.:        (713) 216-2431



Ref:       Range Resources Corporation




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



     All notices and communications (other than those sent to Holders) shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, first class mail, certified or registered, return receipt requested, postage
prepaid, if mailed; when receipt acknowledged, if by telecopy; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to
its address shown on the Register kept by the Registrar. Any notice or communication shall also be
so mailed to any Person described in TIA § 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 the Company or any Subsidiary Guarantor mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.



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



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



     Section 12.04. Certificate and Opinion as to Conditions Precedent.



     Upon any request or application by the Company or any Subsidiary Guarantor to the Trustee to
take any action under this Indenture, the Company or such Subsidiary Guarantor, as the case may be,
shall furnish to the Trustee:




     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that,



74









 







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 complied with; and




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



     Section 12.05. Statements Required in Certificate or Opinion.



     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 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 or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




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



     Section 12.06. Rules by Trustee and Agents.



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



     Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.



     No director, officer, employee, incorporator or stockholder of the Company, as such, shall
have any liability for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder
of Securities, by accepting a Security, waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.



     Section 12.08. Governing Law.



     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
THE SECURITIES AND THE GUARANTEES.



75









 





     Section 12.09. No Adverse Interpretation of Other Agreements.



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



     Section 12.10. 
Successors.



     All agreements of the Company and each Subsidiary Guarantor in this Indenture, the Securities
and the Guarantees shall bind its respective successors. All agreements of the Trustee in this
Indenture shall bind its successors.



     Section 12.11. Severability.



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



     Section 12.12. Counterpart Originals.



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



     Section 12.13. Table of Contents, Headings, etc.



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



     Section 12.14. Actions on Other than Business Days.



     Unless otherwise provided herein, if the date for making any payment or the last date for the
performance of any act or the exercising of any right, as provided in this Indenture, is not a
Business Day, such payment may be made, act performed or right exercised on the next succeeding
Business Day, with the same force and effect as if made or done on the nominal date provided
therefor, and, with respect to any payment so made, no interest shall accrue for the period between
such nominal date and the date of payment.



[Signatures on following page]




76









 





SIGNATURES




Dated as of

May [   ], 2006




	 	 	 	 	 	 	 	 	 
	 	 	 	 	RANGE RESOURCES CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 


	 	 
	 	 	 	 

	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	PMOG HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	RANGE ENERGY I, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	RANGE HOLDCO, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	RANGE PRODUCTION I, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	RANGE PRODUCTION COMPANY, its
General Partner	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 


	 	 
	 	 	 	 

	 	 
	Secretary
	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	RANGE PRODUCTION COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	RANGE ENERGY VENTURES CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	RANGE OPERATING NEW
MEXICO, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	GREAT LAKES ENERGY PARTNERS, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	RANGE HOLDCO, INC.

Its member	 	 
	 

	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	RANGE ENERGY I, INC.

Its member	 	 
	 
	 	 	 	 	 	 	 	 
	Attest:

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Secretary
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 







 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION,
 as Trustee	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 





EXHIBIT A




DTC LEGEND




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 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 A BENEFICIAL INTEREST HEREIN.



     [TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE
INDENTURE.]



A-1









 





EXHIBIT B




Guarantee




     Each of the Subsidiary Guarantors hereby, jointly and severally and unconditionally guarantees
to each Holder of a Security 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
Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of,
and premium, if any, and interest on, the Securities shall be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of, and interest on premium and interest on, the Securities, if any, if lawful, and all
other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be
promptly paid in full or 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 Securities or any of such other
obligations, that same shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same
immediately.



     The obligations of the Subsidiary Guarantors to the Holders of Securities and to the Trustee
pursuant to this Guarantee and the Indenture (including the subordination provisions thereof) are
expressly set forth in Article 11 of the Indenture, and reference is hereby made to such Indenture
for the precise terms of this Guarantee. The terms of Article 11 of the Indenture are incorporated
herein by reference.



     This is a continuing Guarantee and shall remain in full force and effect and shall be binding
upon each of the Subsidiary Guarantors and its respective successors and assigns to the extent set
forth in the Indenture until full and final payment of all of the Company’s Obligations under the
Securities and the Indenture and shall inure to the benefit of the Trustee and the Holders of
Securities and their successors and assigns and, in the event of any transfer or assignment of
rights by any Holder of Securities or the Trustee, the rights and privileges herein conferred upon
that party shall automatically extend to and be vested in such transferee or assignee, all subject
to the terms and conditions hereof. Notwithstanding the foregoing, any Subsidiary Guarantor that
satisfies the provisions of Section 11.04 of the Indenture shall be released of its obligations
hereunder. This is a Guarantee of payment and not a, guarantee of collection.



     This Guarantee shall not be valid or obligatory for any purpose until the certificate of
authentication on the Security upon which this Guarantee is noted shall have been executed by the
Trustee under the Indenture by the manual signature of one of its authorized officers.



     For purposes hereof, each Subsidiary Guarantor’s liability will be that amount from time to
time equal to the aggregate liability of such Subsidiary Guarantor hereunder but shall be



B-1









 







limited to the lesser of (i) the aggregate amount of the obligations of the Company under the
Securities and the Indenture and (ii) the amount, if any, which would not have (A) rendered such
Subsidiary Guarantor “insolvent” (as such term is defined in the federal Bankruptcy Code and in the
Debtor and Creditor law of the State of New York) or (B) left it with unreasonably small capital at
the time its Guarantee was entered into, after giving effect to the incurrence of existing
Indebtedness immediately prior to such time; provided that, it shall be a presumption in any
lawsuit or other proceeding in which such Subsidiary Guarantor is a party that the amount
guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any
creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or
trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the
aggregate liability of such Subsidiary Guarantor is limited to the amount set forth in clause (ii).
The Indenture provides that, in making any determination as to the solvency or sufficiency of
capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such
Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such
Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account.



     Capitalized terms used herein have the same meanings given in the Indenture unless otherwise
indicated.



	 	 	 	 	 	 	 
	 	 	RANGE ENERGY I, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	PMOG HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE HOLDCO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	RANGE
PRODUCTION I, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By:	RANGE PRODUCTION
COMPANY, its
General Partner	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 





B-2









 






	 	 	 	 	 	 	 
	 	 	RANGE PRODUCTION COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE ENERGY VENTURES CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RANGE OPERATING NEW
MEXICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 








	 	 	 	 	 	 	 
	 	 	GREAT LAKES ENERGY PARTNERS, L.L.C.	 	 
	 








	 	 	 	 	 	 	 
	 
	 	By:	 	RANGE HOLDCO, INC.
Its member	 	 
	 
	 	 	 	 	 	 
	 
	 
	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	RANGE ENERGY I, INC.
Its member	 	 
	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 






B-3