chk02032009_41.htm


    Exhibit 4.1


      
        	
                 

                CHESAPEAKE
      ENERGY CORPORATION,

                 

                as
      Issuer,

                 

                THE
      SUBSIDIARY GUARANTORS,

                 

                as
      Guarantors,

                 

                AND

                 

                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

                 

                as
      Trustee

                 

                ____________________________

                 

                INDENTURE

                 

                DATED
      AS OF FEBRUARY 2, 2009

                 

                ____________________________

                 

                9.50%
      SENIOR NOTES DUE 2015

                 

                ____________________________

                 

                 

              


      

      


      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      



      CROSS-REFERENCE
TABLE

       

      


      
        	
                TIA
      SECTION

              	 
      	
                INDENTURE
      SECTION

              
	
                310

              	
                (a)(1)                                                                                      

              	
                7.10

              
	 
      	
                (a)(2)                                                                                      

              	
                7.10

              
	 
      	
                (a)(3)                                                                                      

              	
                N.A.

              
	 
      	
                (a)(4)                                                                                      

              	
                N.A.

              
	 
      	
                (a)(5)                                                                                      

              	
                7.08

              
	 
      	
                (b)                                                                                      

              	
                7.08;
      7.10

              
	 
      	
                (c)                                                                                      

              	
                N.A.

              
	
                311

              	
                (a)                                                                                      

              	
                7.11

              
	 
      	
                (b)                                                                                      

              	
                7.11

              
	 
      	
                (c)                                                                                      

              	
                N.A.

              
	
                312

              	
                (a)                                                                                      

              	
                2.05

              
	 
      	
                (b)                                                                                      

              	
                11.03

              
	 
      	
                (c)                                                                                      

              	
                11.03

              
	
                313

              	
                (a)                                                                                      

              	
                7.06

              
	 
      	
                (b)(1)                                                                                      

              	
                N.A.

              
	 
      	
                (b)(2)                                                                                      

              	
                7.06

              
	 
      	
                (c)                                                                                      

              	
                7.06;
      11.02

              
	 
      	
                (d)                                                                                      

              	
                7.06

              
	
                314

              	
                (a)                                                                                      

              	
                4.02;
      4.03; 11.02

              
	 
      	
                (b)                                                                                      

              	
                N.A.

              
	 
      	
                (c)(1)                                                                                      

              	
                11.04

              
	 
      	
                (c)(2)                                                                                      

              	
                11.04

              
	 
      	
                (c)(3)                                                                                      

              	
                N.A.

              
	 
      	
                (d)                                                                                      

              	
                N.A.

              
	 
      	
                (e)                                                                                      

              	
                11.05

              
	 
      	
                (f)                                                                                      

              	
                N.A.

              
	
                315

              	
                (a)                                                                                      

              	
                7.01(b)

              
	 
      	
                (b)                                                                                      

              	
                7.05;
      11.02

              
	 
      	
                (c)                                                                                      

              	
                7.01(a)

              
	 
      	
                (d)                                                                                      

              	
                7.01(c)

              
	 
      	
                (e)                                                                                      

              	
                6.11

              
	
                316

              	
                (a)(last
      sentence)                                                                                      

              	
                2.09

              
	 
      	
                (a)(1)(A)                                                                                      

              	
                6.05

              
	 
      	
                (a)(1)(B)                                                                                      

              	
                6.02;
      6.04; 9.02

              
	 
      	
                (a)(2)                                                                                      

              	
                N.A.

              
	 
      	
                (b)                                                                                      

              	
                6.07

              
	 
      	
                (c)                                                                                      

              	
                N.A.

              
	
                317

              	
                (a)(1)                                                                                      

              	
                6.08

              
	 
      	
                (a)(2)                                                                                      

              	
                6.09

              
	 
      	
                (b)                                                                                      

              	
                2.04

              
	
                318

              	
                (a)                                                                                      

              	
                11.01

              
	
                318

              	
                (c)                                                                                      

              	
                11.01

              


      

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

      N.A.
means Not Applicable

       

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

       


      
        
           


        

        
           


          
            

          

        

        
           


          
            TABLE
OF CONTENTS

            


             

             

            Page


          

        

      


      ARTICLE ONE

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

      
        	
                SECTION
      1.01

              	
                Definitions 

              	
                1

              


      

      
        	
                SECTION
      1.02

              	
                Other
      Definitions 

              	
                9

              


      

      
        	
                SECTION
      1.03

              	
                Incorporation
      by Reference of Trust Indenture Act 

              	
                10

              


      

      
        	
                SECTION
      1.04

              	
                Rules
      of Construction 

              	
                10

              


      

       

      ARTICLE
TWO

      THE
SECURITIES

       

      
        	
                SECTION
      2.01

              	
                Form
      and Dating 

              	
                11

              


      

      
        	
                SECTION
      2.02

              	
                Execution
      and Authentication 

              	
                11

              


      

      
        	
                SECTION
      2.03

              	
                Registrar
      and Paying Agent 

              	
                11

              


      

      
        	
                SECTION
      2.04

              	
                Paying
      Agent to Hold Money in Trust 

              	
                12

              


      

      
        	
                SECTION
      2.05

              	
                Holder
      Lists 

              	
                12

              


      

      
        	
                SECTION
      2.06

              	
                Transfer
      and Exchange 

              	
                12

              


      

      
        	
                SECTION
      2.07

              	
                Replacement
      Securities 

              	
                12

              


      

      
        	
                SECTION
      2.08

              	
                Outstanding
      Securities 

              	
                12

              


      

      
        	
                SECTION
      2.09

              	
                Temporary
      Securities 

              	
                13

              


      

      
        	
                SECTION
      2.10

              	
                Cancellation 

              	
                13

              


      

      
        	
                SECTION
      2.11

              	
                Defaulted
      Interest 

              	
                13

              


      

      
        	
                SECTION
      2.12

              	
                CUSIP
      Numbers 

              	
                13

              


      

      
        	
                SECTION
      2.13

              	
                Issuance
      of Additional Securities 

              	
                13

              


      

       

      ARTICLE
THREE

      REDEMPTION

       

      
        	
                SECTION
      3.01

              	
                Notice
      to Trustee 

              	
                14

              


      

      
        	
                SECTION
      3.02

              	
                Selection
      of Securities to Be Redeemed 

              	
                14

              


      

      
        	
                SECTION
      3.03

              	
                Notice
      of Redemption 

              	
                14

              


      

      
        	
                SECTION
      3.04

              	
                Effect
      of Notice of Redemption 

              	
                15

              


      

      
        	
                SECTION
      3.05

              	
                Deposit
      of Redemption Price 

              	
                15

              


      

      
        	
                SECTION
      3.06

              	
                Securities
      Redeemed in Part 

              	
                15

              


      

      
        	
                SECTION
      3.07

              	
                Optional
      Redemption at Make-Whole Price 

              	
                15

              


      

       

      ARTICLE
FOUR

      COVENANTS

       

      
        	
                SECTION
      4.01

              	
                Payment
      of Securities 

              	
                15

              


      

      
        	
                SECTION
      4.02

              	
                SEC
      Reports 

              	
                16

              


      

      
        	
                SECTION
      4.03

              	
                Compliance
      Certificates 

              	
                16

              


      

      
        	
                SECTION
      4.04

              	
                Maintenance
      of Office or Agency 

              	
                17

              


      

      
        	
                SECTION
      4.05

              	
                Corporate
      Existence 

              	
                17

              


      

      
        	
                SECTION
      4.06

              	
                Waiver
      of Stay, Extension or Usury Laws 

              	
                17

              


      

      
        	
                SECTION
      4.07

              	
                Payment
      of Taxes and Other Claims 

              	
                17

              


      

      
        	
                SECTION
      4.08

              	
                Maintenance
      of Properties and Insurance 

              	
                17

              


      

      
        	
                SECTION
      4.09

              	
                Limitation
      on Liens Securing Indebtedness 

              	
                18

              


      

      
        	
                SECTION
      4.10

              	
                Limitation
      on Sale/Leaseback Transactions 

              	
                18

              


      

       

      ARTICLE
FIVE

      SUCCESSOR
CORPORATION

       

      
        	
                SECTION
      5.01

              	
                When
      Company May Merge, etc 

              	
                19

              


      

      
        	
                SECTION
      5.02

              	
                Successor
      Corporation Substituted 

              	
                20

              


      

       

      ARTICLE
SIX

      DEFAULTS
AND REMEDIES

       

      
        	
                SECTION
      6.01

              	
                Events
      of Default 

              	
                20

              


      

      
        	
                SECTION
      6.02

              	
                Acceleration 

              	
                22

              


      

      
        	
                SECTION
      6.03

              	
                Other
      Remedies 

              	
                22

              


      

      
        	
                SECTION
      6.04

              	
                Waiver
      of Past Defaults 

              	
                22

              


      

      
        	
                SECTION
      6.05

              	
                Control
      by Majority 

              	
                22

              


      

      
        	
                SECTION
      6.06

              	
                Limitation
      on Remedies 

              	
                22

              


      

      
        	
                SECTION
      6.07

              	
                Rights
      of Holders to Receive Payment 

              	
                23

              


      

      
        	
                SECTION
      6.08

              	
                Collection
      Suit by Trustee 

              	
                23

              


      

      
        	
                SECTION
      6.09

              	
                Trustee
      May File Proofs of Claim 

              	
                23

              


      

      
        	
                SECTION
      6.10

              	
                Priorities 

              	
                23

              


      

      
        	
                SECTION
      6.11

              	
                Undertaking
      for Costs 

              	
                24

              


      

       

      ARTICLE
SEVEN

      TRUSTEE

       

      
        	
                SECTION
      7.01

              	
                Duties
      of Trustee 

              	
                24

              


      

      
        	
                SECTION
      7.02

              	
                Rights
      of Trustee 

              	
                25

              


      

      
        	
                SECTION
      7.03

              	
                Individual
      Rights of Trustee 

              	
                26

              


      

      
        	
                SECTION
      7.04

              	
                Trustee’s
      Disclaimer 

              	
                26

              


      

      
        	
                SECTION
      7.05

              	
                Notice
      of Defaults 

              	
                26

              


      

      
        	
                SECTION
      7.06

              	
                Reports
      by Trustee to Holders 

              	
                26

              


      

      
        	
                SECTION
      7.07

              	
                Compensation
      and Indemnity 

              	
                26

              


      

      
        	
                SECTION
      7.08

              	
                Replacement
      of Trustee 

              	
                27

              


      

      
        	
                SECTION
      7.09

              	
                Successor
      Trustee by Merger, etc 

              	
                28

              


      

      
        	
                SECTION
      7.10

              	
                Eligibility;
      Disqualification 

              	
                28

              


      

      
        	
                SECTION
      7.11

              	
                Preferential
      Collection of Claims Against Company 

              	
                28

              


      

       

      ARTICLE
EIGHT

      DISCHARGE
OF INDENTURE

       

      
      

      
        	
                SECTION
      8.01

              	
                Option
      to Effect Legal Defeasance or Covenant Defeasance

              	
                28

              
	
                SECTION
      8.02

              	
                Legal
      Defeasance and Discharge 

              	
                28

              


      

      
        	
                SECTION
      8.03

              	
                Covenant
      Defeasance 

              	
                28

              


      

      
        	
                SECTION
      8.04

              	
                Conditions
      to Legal or Covenant Defeasance 

              	
                29

              


      

      
        	
                SECTION
      8.05

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

              	
                30

              


      

      
        	
                SECTION
      8.06

              	
                Repayment
      to Company 

              	
                30

              


      

      
        	
                SECTION
      8.07

              	
                Reinstatement 

              	
                30

              


      

       

      ARTICLE
NINE

      AMENDMENTS,
SUPPLEMENTS AND WAIVERS

       

      
        	
                SECTION
      9.01

              	
                Without
      Consent of Holders 

              	
                31

              


      

      
        	
                SECTION
      9.02

              	
                With
      Consent of Holders 

              	
                31

              


      

      
        	
                SECTION
      9.03

              	
                Compliance
      with Trust Indenture Act 

              	
                32

              


      

      
        	
                SECTION
      9.04

              	
                Revocation
      and Effect of Consents 

              	
                32

              
	
                SECTION
      9.05

              	
                Notation
      on or Exchange of Senior Notes 

              	
                 33

              
	
                SECTION
      9.06

              	
                Trustee
      Protected 

              	
                 33

              


      

      
      

      
      

       

      ARTICLE
TEN

      GUARANTEES

       

      
        
        

        
          	
                  
                    SECTION
      10.01

                  

                	
                  
                    Unconditional
      Guarantee

                  

                	
                  
                    33

                  

                
	
                  
                    SECTION
      10.02

                  

                	
                  
                    Subsidiary
      Guarantors May Consolidate, etc., on Certain Terms

                  

                	
                  34

                


        

        
          	
                  
                    SECTION
      10.03

                  

                	
                  
                    Addition
      of Subsidiary Guarantors

                  

                	
                  34

                


        

        
          	
                  
                    SECTION
      10.04

                  

                	
                  
                    Release
      of a Subsidiary Guarantor

                  

                	
                  35

                


        

        
          	
                  
                    SECTION
      10.05

                  

                	
                  
                    Limitation
      of Subsidiary Guarantor’s Liability

                  

                	
                  35

                


        

        
          	
                  
                    SECTION
      10.06

                  

                	
                  
                    Contribution

                  

                	
                  35

                


        

        
          	
                  
                    SECTION
      10.07

                  

                	
                  
                    [Intentionally
      Omitted.]

                  

                	
                  35

                
	
                  SECTION
      10.08 

                	
                  Severability

                	
                   35

                


        

      

       

      ARTICLE
ELEVEN

      MISCELLANEOUS

       

      
        
          	
                  SECTION
      11.01

                	
                  Trust
      Indenture Act Controls

                	
                  36

                


        

        
          	
                  SECTION
      11.02

                	
                  Notices

                	
                  36

                


        

        
          	
                  SECTION
      11.03

                	
                  Communication
      by Holders with Other Holders

                	
                  37

                


        

        
          	
                  SECTION
      11.04

                	
                  Certificate
      and Opinion as to Conditions Precedent 

                	
                  37

                


        

        
          	
                  SECTION
      11.05

                	
                  Statements
      Required in Certificate or Opinion 

                	
                  37

                


        

        
          	
                  SECTION
      11.06

                	
                  Rules
      by Trustee and Agents

                	
                  37

                
	SECTION
      11.07	Legal
      Holidays	
                   37

                
	SECTION
      11.08 	Governing
      Law	
                   37

                
	SECTION
      11.09	No
      Adverse Interpretation of Other Agreements 	
                   37

                
	SECTION
      11.10	No
      Recourse Against Others	
                   38

                
	SECTION
      11.11	Successors
      	
                   38

                
	SECTION
      11.12	Duplicate
      Originals 	
                   38

                
	SECTION
      11.13	Severability	
                   38

                
	SECTION
      11.14	Force
      Majeure	
                   38

                
	SECTION
      11.15 	Waiver
      of Jury Trial	
                   38

                


        

         

      

         

      
        	
                
                  SIGNATURES

                

              	
                 

              


      

       

      
        	
                
                  APPENDIX
      

                

              	
                A-1

              


      

       

      
        	
                
                  EXHIBIT
      1 TO THE APPENDIX-

                      FORM OF
      SECURITY

                

              	
                
                  A-1-1

                

              


      

       

      
      

       

      _________________

       

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

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      INDENTURE,
dated as of February 2, 2009, among CHESAPEAKE ENERGY CORPORATION, an Oklahoma
corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories
hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, as Trustee.

       

      Each
party agrees as follows for the benefit of the other parties and for the equal
and ratable benefit of the Holders of the Company’s 9.50% Senior Notes due
2015:

       

      ARTICLE
ONE

       

      DEFINITIONS
AND INCORPORATION BY REFERENCE

       

                 

                 SECTION 1.01  Definitions.

       

      “Additional
Securities” means 9.50% Senior Notes due 2015 issued from time to time after the
Issue Date under the terms of this Indenture (other than pursuant to Section
2.06, 2.07, 2.09 or 3.06 of this Indenture).

       

      “Adjusted
Consolidated Net Tangible Assets” or “ACNTA” means (without duplication), as of
the date of determination, (a) the sum of (i) discounted future net
revenue from proved oil and gas reserves of the Company and its Subsidiaries
calculated in accordance with SEC guidelines before any state or federal income
taxes, as estimated by petroleum engineers (which may include the Company’s
internal 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 discounted future net revenue of (A) estimated proved
oil and gas reserves of the Company and its Subsidiaries attributable to any
acquisition consummated since the date of such year-end reserve report, and
(B) estimated proved oil and gas reserves of the Company and its
Subsidiaries attributable to extensions, discoveries and other additions and
upward revisions of estimates of proved oil and gas reserves due to exploration,
development or exploitation, production or other activities conducted or
otherwise occurring since the date of such year-end reserve report, which, in
the case of sub-clauses (A) and (B), would, in accordance with standard
industry practice, result in such increases as calculated in accordance with SEC
guidelines (utilizing the prices utilized in such year-end reserve report), and
decreased by, as of the date of determination, the discounted future net revenue
of (C) estimated proved oil and gas reserves of the Company and its
Subsidiaries produced or disposed of since the date of such year-end reserve
report and (D) reductions in the estimated oil and gas reserves of the
Company and its Subsidiaries since the date of such year-end reserve report
attributable to downward revisions of estimates of proved oil and gas reserves
due to exploration, development or exploitation, production or other activities
conducted or otherwise occurring since the date of such year-end reserve report
which, in the case of sub-clauses (C) and (D), would, in accordance with
standard industry practice, result in such decreases as calculated in accordance
with SEC guidelines (utilizing the prices utilized in such year-end reserve
report); provided that, in the
case of each of the determinations made pursuant to clauses (A) through (D),
such increases and decreases shall be as estimated by the Company’s engineers,
(ii) the capitalized costs that are attributable to oil and gas properties
of the Company and its Subsidiaries to which no proved oil and gas reserves are
attributable, based on the Company’s books and records as of a date no earlier
than the date of the Company’s latest annual or quarterly financial statements,
(iii) the Net Working Capital on a date no earlier than the date of the
Company’s latest annual or quarterly financial statements and (iv) the
greater of (I) the net book value on a date no earlier than the date of the
Company’s latest annual or quarterly financial statements and (II) the
appraised value, as estimated by independent appraisers, of other tangible
assets (including Investments in unconsolidated Subsidiaries) of the Company and
its Subsidiaries, as of a date no earlier than the date of the Company’s latest
audited financial statements, minus (b) the sum of (i) minority
interests, (ii) any gas balancing liabilities of the Company and its
Subsidiaries reflected as a long-term liability in the Company’s latest annual
or quarterly financial statements, (iii) the discounted future net revenue,
calculated in accordance with SEC guidelines (utilizing the prices utilized in
the Company’s year-end reserve report), attributable to reserves which are
required to be delivered to third parties to fully satisfy the obligations of
the Company and its Subsidiaries with respect to Volumetric Production Payments
on the schedules specified with respect thereto, (iv) the discounted future
net revenue, calculated in accordance with SEC guidelines, attributable to
reserves subject to Dollar-Denominated Production Payments which, based on the
estimates of production included in determining the discounted future net
revenue specified in (a) (i) above (utilizing the same prices utilized in
the Company’s year-end reserve report), would be necessary to fully satisfy the
payment obligations of the Company and its Subsidiaries with respect to
Dollar-Denominated Production Payments on the schedules specified with respect
thereto and (v) the discounted future net revenue, calculated in accordance
with SEC guidelines (utilizing the same prices utilized in the Company’s
year-end reserve report), attributable to reserves subject to participation
interests, overriding royalty interests or other interests of third parties,
pursuant to participation, partnership, vendor financing or other agreements
then in effect, or which otherwise are required to be delivered to third
parties.  If the Company changes its method of accounting from the
full cost method to the successful efforts method or a similar method of
accounting, Adjusted Consolidated Net Tangible Assets will continue to be
calculated as if the Company were still using the full cost method of
accounting.

       

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

       

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

       

      “Agent”
means any Registrar, Paying Agent or co-registrar.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Credit
Facilities” means one or more debt facilities (including, without limitation,
the Company’s existing credit facility) or commercial paper facilities, in each
case with banks, investment banks, insurance companies, mutual funds and/or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from (or sell receivables to)
such lenders against such receivables) or letters of credit, in each case, as
amended, extended, restated, renewed, refunded, replaced or refinanced (in each
case with Credit Facilities), supplemented or otherwise modified (in whole or in
part and without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time.

       

      “Currency
Hedge Obligations” means, at any time as to the Company and its Subsidiaries,
the obligations of any such Person at such time that were incurred in the
ordinary course of business pursuant to any foreign currency exchange agreement,
option or futures contract or other similar agreement or arrangement designed to
protect against or manage such Person’s or any of its Subsidiaries’ exposure to
fluctuations in foreign currency exchange rates.

       

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

       

      “De
Minimis Guaranteed Amount” means a principal amount of Indebtedness that does
not exceed $5,000,000.

       

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

       

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

       

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

       

      “Existing
Notes” means the Company’s outstanding (a) 7.5% Senior Notes due 2013,
(b) 7.625% Senior Notes due 2013, (c) 7.00% Senior Notes due 2014, (d)
7.5% Senior Notes due 2014, (e) 6.375% Senior Notes due 2015, (f) 6.625% Senior
Notes due 2016, (g) 6.875% Senior Notes due 2016, (h) 6.25% Euro-denominated
Senior Notes due 2017, (i) 6.5% Senior Notes due 2017, (j) 6.25% Senior Notes
due 2018, (k) 7.25% Senior Notes due 2018 (l) 6.875% Senior Notes due 2020, (m)
2.75% Contingent Convertible Senior Notes due 2035, (n) 2.500% Contingent
Convertible Senior Notes due 2037 and (o) 2.25% Contingent Convertible Senior
Notes due 2038.

       

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

       

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

       

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

       

      “Indebtedness”
means, without duplication, with respect to any Person, (a) all obligations
of such Person (i) in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), (ii) evidenced by bonds, notes, debentures or similar
instruments, (iii) representing the balance deferred and unpaid of the
purchase price of any property or services (other than accounts payable or other
obligations arising in the ordinary course of business), (iv) evidenced by
bankers’ acceptances or similar instruments issued or accepted by banks,
(v) for the payment of money relating to a Capitalized Lease Obligation, or
(vi) evidenced by a letter of credit or a reimbursement obligation of such
Person with respect to any letter of credit; (b) all net obligations of
such Person under Interest Rate Hedging Agreements, Oil and Gas Hedging
Contracts and Currency Hedge Obligations, except to the extent such net
obligations are taken into account in the determination of future net revenues
from proved oil and gas reserves for purposes of the calculation of Adjusted
Consolidated Net Tangible Assets; (c) all liabilities of others of the kind
described in the preceding clauses (a) or (b) that such Person has guaranteed or
that are otherwise its legal liability (including, with respect to any
Production Payment, any warranties or guaranties of production or payment by
such Person with respect to such Production Payment but excluding other
contractual obligations of such Person with respect to such Production Payment);
(d) Indebtedness (as otherwise defined in this definition) of another
Person secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person, the amount of such obligations being
deemed to be the lesser of (1) the full amount of such obligations so
secured, and (2) the fair market value of such asset, as determined in good
faith by the Board of Directors of such Person, which determination shall be
evidenced by a Board Resolution, (e) with respect to such Person, the
liquidation preference or any mandatory redemption payment obligations in
respect of Disqualified Stock; (f) the aggregate preference in respect of
amounts payable on the issued and outstanding shares of Preferred Stock of any
of such Person’s Subsidiaries in the event of any voluntary or involuntary
liquidation, dissolution or winding up (excluding any such preference
attributable to such shares of Preferred Stock that are owned by such Person or
any of its Subsidiaries; provided, that if
such Person is the Company, such exclusion shall be for such preference
attributable to such shares of Preferred Stock that are owned by the Company or
any of its Subsidiaries); and (g) any and all deferrals, renewals,
extensions, refinancings and refundings (whether direct or indirect) of, or
amendments, modifications or supplements to, any liability of the kind described
in any of the preceding clauses (a), (b), (c), (d), (e), (f) or this clause
(g), whether or not between or among the same parties.  Subject to
clause (c) of the preceding sentence, neither Dollar-Denominated Production
Payments nor Volumetric Production Payments shall be deemed to be
Indebtedness.

       

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

       

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

       

      “Investment”
of any Person means (i) all investments by such Person in any other Person
in the form of loans, advances or capital contributions, (ii) all
guarantees of Indebtedness or other obligations of any other Person by such
Person, (iii) all purchases (or other acquisitions for consideration) by
such Person of assets, Indebtedness, Capital Stock or other securities of any
other Person and (iv) all other items that would be classified as
investments (including, without limitation, purchases of assets outside the
ordinary course of business) or advances on a balance sheet of such Person
prepared in accordance with GAAP.

       

      “Issue
Date” means February 2, 2009.

       

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

       

      “Make-Whole
Amount” with respect to a Security means an amount equal to the excess, if any,
of (i) the present value of the remaining interest, premium and principal
payments due on such Security (excluding any portion of such payments of
interest accrued as of the redemption date) as if such Security were redeemed on
the Maturity Date, computed using a discount rate equal to the Treasury Rate
plus 50 basis points, over (ii) the outstanding principal amount of such
Security.  As used herein, “Treasury Rate” is defined as the yield to
maturity (calculated on a semi-annual bond equivalent basis) at the time of the
computation of United States Treasury securities with a constant maturity (as
compiled by and published in the most recent Federal Reserve Statistical Release
H.15 (519), which has become publicly available at least two Business Days prior
to the date of the redemption notice or, if such Statistical Release is no
longer published, any publicly available source of similar market data) most
nearly equal to the then remaining maturity of the Securities assuming
redemption of the Securities on the Maturity Date; provided, however, that if the
Make-Whole Average Life of such Security is not equal to the constant maturity
of the United States Treasury security for which a weekly average yield is
given, the Treasury Rate shall be obtained by linear interpolation (calculated
to the nearest one-twelfth of a year) from the weekly average yields of United
States Treasury securities for which such yields are given, except that if the
Make-Whole Average Life of such Securities is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.  As used herein,
“Make-Whole Average Life” means the number of years (calculated to the nearest
one-twelfth) between the date of redemption and the Maturity Date.

       

      “Make-Whole
Price” means the sum of the outstanding principal amount of the Securities to be
redeemed plus the Make-Whole Amount of such Securities.

       

      “Maturity
Date” means February 15, 2015.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “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 price fluctuations of oil, gas or other
commodities.

       

      “Opinion
of Counsel” means a written opinion from legal counsel.  The counsel
may be an employee of or counsel to the Company (or any Subsidiary Guarantor, if
applicable).

       

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

       

      “Permitted
Financial Investments” means the following kinds of instruments if, in the case
of instruments referred to in clauses (i)-(iv) below, on the date of purchase or
other acquisition of any such instrument by the Company or any Subsidiary, the
remaining term to maturity is not more than one year; (i) readily
marketable obligations issued or  unconditionally guaranteed as to
principal of and interest thereon by  the United States of America or
by any agency or authority controlled or supervised by and acting as an
instrumentality of the United States of America; (ii) repurchase
obligations for instruments of the type described in clause (i) for which
delivery of the instrument is made against payment; (iii) obligations
(including, but not limited to, demand or time deposits, bankers’ acceptances
and certificates of deposit) issued by a depositary institution or trust company
incorporated or doing business under the laws of the United States of America,
any state thereof or the District of Columbia or a branch or subsidiary of any
such depositary institution or trust company operating outside the United
States, provided, that such
depositary institution or trust company has, at the time of the Company’s or
such Subsidiary’s investment therein or contractual commitment providing for
such investment, capital surplus or undivided profits (as of the date of such
institution’s most recently published financial statements) in excess of
$500,000,000; (iv) commercial paper issued by any corporation, if such
commercial paper has, at the time of the Company’s or any Subsidiary’s
investment therein or contractual commitment providing for such investment,
credit ratings of A-1 (or higher) by S&P and P-1 (or higher) by Moody’s; and
(v) money market mutual or similar funds having assets in excess of
$500,000,000.

       

      “Permitted
Liens” means (i) Liens existing on the Issue Date; (ii) Liens securing
Indebtedness under Credit Facilities; (iii) Liens now or hereafter securing
any Interest Rate Hedging Agreements so long as the related Indebtedness
(a) constitutes the Existing Notes or the Securities (or any Permitted
Company Refinancing Indebtedness in respect thereof) or (b) is, or is
permitted to be under this Indenture, secured by a Lien on the same property
securing such interest rate hedging obligations; (iv) Liens securing
Permitted Company Refinancing Indebtedness or Permitted Subsidiary Refinancing
Indebtedness; provided, that such
Liens extend to or cover only the property or assets currently securing the
Indebtedness being refinanced and that the Indebtedness being refinanced was not
incurred under the Credit Facilities; (v) Liens for taxes, assessments and
governmental charges not yet delinquent or being contested in good faith and for
which adequate reserves have been established to the extent required by GAAP;
(vi) mechanics’, worker’s, materialmen’s, operators’ or similar Liens
arising in the ordinary course of business; (vii) Liens in connection with
worker’s compensation, unemployment insurance or other social security, old age
pension or public liability obligations; (viii) Liens, deposits or pledges
to secure the performance of bids, tenders, contracts (other than contracts for
the payment of money), leases, public or statutory obligations, surety, stay,
appeal, indemnity, performance or other similar bonds, or other similar
obligations arising in the ordinary course of business; (ix) survey
exceptions, encumbrances, easements or reservations of, or rights of others for,
rights of way, zoning or other restrictions as to the use of real properties,
and minor defects in title which, in the case of any of the foregoing, were not
incurred or created to secure the payment of borrowed money or the deferred
purchase price of property or services, and in the aggregate do not materially
adversely affect the value of such properties or materially impair use for the
purposes of which such properties are held by the Company or any Subsidiaries;
(x) Liens on, or related to, properties to secure all or part of the costs
incurred in the ordinary course of business of exploration, drilling,
development or operation thereof; (xi) Liens on pipeline or pipeline
facilities which arise out of operation of law; (xii) judgment and
attachment Liens not giving rise to an Event of Default or Liens created by or
existing from any litigation or legal proceeding that are currently being
contested in good faith by appropriate proceedings and for which adequate
reserves have been made; (xiii) (a) Liens upon any property of any
Person existing at the time of acquisition thereof by the Company or a
Subsidiary, (b) Liens upon any property of a Person existing at the time
such Person is merged or consolidated with the Company or any Subsidiary or
existing at the time of the sale or transfer of any such property of such Person
to the Company or any Subsidiary, or (c) Liens upon any property of a
Person existing at the time such Person becomes a Subsidiary; provided, that in
each case such Lien has not been created in contemplation of such sale, merger,
consolidation, transfer or acquisition, and provided, further, that in each
such case no such Lien shall extend to or cover any property of the Company or
any Subsidiary other than the property being acquired and improvements thereon;
(xiv) Liens on deposits to secure public or statutory obligations or in
lieu of surety or appeal bonds entered into in the ordinary course of business;
(xv) Liens in favor of collecting or payor banks having a right of setoff,
revocation, refund or chargeback with respect to money or instruments of the
Company or any Subsidiary on deposit with or in possession of such bank;
(xvi) purchase money security interests granted in connection with the
acquisition of assets in the ordinary course of business and consistent with
past practices, provided, that
(A) such Liens attach only to the property so acquired with the purchase
money indebtedness secured thereby and (B) such Liens secure only
Indebtedness that is not in excess of 100% of the purchase price of such assets;
(xvii) Liens reserved in oil and gas mineral leases for bonus or rental
payments and for compliance with the terms of such leases; (xviii) Liens
arising under partnership agreements, oil and gas leases, farm-out agreements,
division orders, contracts for the sale, purchase, exchange, transportation or
processing (but not refining) of oil, gas or other hydrocarbons, unitization and
pooling declarations and agreements, development agreements, operating
agreements, area of mutual interest agreements, and other similar agreements
which are customary in the Oil and Gas Business;  (xix) Liens
securing obligations of the Company or any of its Subsidiaries under Currency
Hedge Obligations or Oil and Gas Hedging Contracts; (xx) Liens to secure
Dollar-Denominated Production Payments and Volumetric Production Payments; and
(xxi) Liens securing other Indebtedness in an aggregate principal amount
which, together with all other Indebtedness outstanding on the date of such
incurrence and secured by Liens pursuant to this clause (xxi), does not exceed
15% of Adjusted Consolidated Tangible Net Assets.

       

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

       

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

       

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

       

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

       

      “pro
forma” means, with respect to any calculation made or required to be made
pursuant to the terms of this Indenture, a calculation in accordance with
Article Eleven of Regulation S-X under the Securities Act.

       

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

       

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

       

      “SEC”
means the Securities and Exchange Commission.

       

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

       

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

       

      “Significant
Subsidiary” means any subsidiary that would constitute a “significant
subsidiary” within the meaning of Article 1 of Regulation S-X
promulgated under the Exchange Act.

       

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

       

      “Subsidiary
Guarantor” means (i) each of the Subsidiaries that executes this Indenture
as a subsidiary guarantor on the Issue Date; and (ii) each of the other
Subsidiaries that becomes a guarantor of the Securities in compliance with the
provisions of Article Ten of this Indenture.

       

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

       

      “Trust
Officer” means any officer or assistant officer within the corporate trust
department of the Trustee assigned by the Trustee to administer its corporate
trust matters and who shall have direct responsibility for the administration of
this Indenture.

       

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

       

      “U.S.
Government Securities” means securities that are (i) direct obligations of
the United States of America for the payment of which its full faith and credit
is pledged or (ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses
(i) or (ii) are not callable or redeemable at the option of the issuer
thereof.

       

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

       

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

       

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

       

                SECTION 1.02  Other
Definitions.

       

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

       

      
        	
                Term

              	
                Defined in
      Section 

              
	
                “Appendix”                                                                                             

              	
                2.01

              	 
	
                “Bankruptcy
      Law”                                                                                             

              	
                6.01

              	 
	“Covenant
      Defeasance”  	
                8.03

              	 
	
                “Custodian”                                                                                             

              	
                6.01

              	 
	
                “Event
      of
      Default”                                                                                             

              	
                6.01

              	 
	
                “Excess
      Proceeds”                                                                                             

              	
                4.10

              	 
	“Funding
      Guarantor”   	
                 10.06

              	 
	“incur” 	
                 4.09

              	 
	“Legal
      Defeasance”     	
                 8.02

              	 
	
                “Legal
      Holiday”                                                                                             

              	
                11.07

              	 
	
                “Net
      Proceeds
      Offer”                                                                                             

              	
                4.10

              	 
	“Net
      Proceeds Offer Triggering Event”  	
                4.10

              	 
	
                “Net
      Proceeds Payment
      Date”                                                                                             

              	
                4.10

              	 
	
                “Offer
      Notice”                                                                                             

              	
                
                  4.10

                

              	 
      
	
                “Paying
      Agent”                                                                                             

              	
                
                  2.03

                

              	 
      
	“Payment
      Default”    	
                 6.01

              	 
	
                “Registrar”                                                                                             

              	
                2.03

              	 


      

      


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

       

      “Commission”
means the SEC.

       

      “indenture
securities” means the Securities and the Guarantees.

       

      “indenture
security holder” means a Holder.

       

      “indenture
to be qualified” means this Indenture.

       

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

       

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

       

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

       

      SECTION
1.04  Rules of
Construction.

       

      Unless
the context otherwise requires:

       

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

       

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

       

      (3)  “or” is
not exclusive;

       

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

       

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

       

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

       

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

       

      ARTICLE
TWO 

       

      THE
SECURITIES

       

      SECTION
2.01 
Form and
Dating.  Provisions relating to the Securities are set forth in
the Appendix attached hereto (the “Appendix”) which is hereby incorporated in
and expressly made part of this Indenture. The Securities and the Trustee’s
certificate of authentication shall be substantially in the form of Exhibit 1 to
the Appendix which is hereby incorporated in and expressly made a part of this
Indenture.  The Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company and
to the Trustee).  Each Security shall be dated the date of its
authentication.  The terms of the Securities set forth in the
Appendix and Exhibit 1 are part of the terms of this
Indenture.

       

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

       

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

       

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

       

      On the
Issue Date, the Trustee shall authenticate and deliver $1,000,000,000 of
Securities and, at any time and from time to time thereafter, the Trustee shall
authenticate and deliver Securities for original issue in an aggregate principal
amount specified in such order, in each case upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company.  Such order shall specify the
amount of the Securities to be authenticated and the date on which the original
issue of Securities is to be authenticated.

       

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

       

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

       

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

       

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

       

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

       

      SECTION
2.05  Holder
Lists.  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least five Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders.

       

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

       

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

       

      Every
replacement Security is an additional obligation of the Company.

       

      SECTION
2.08  Outstanding
Securities.  Securities outstanding at any time are all
Securities authenticated by the Trustee except for those canceled by it, those
delivered to it for cancelation and those described in this Section as not
outstanding.  A Security does not cease to be outstanding because the
Company or an Affiliate of the Company holds the Security.

       

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

       

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

       

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

       

      SECTION
2.10  Cancellation.  The
Company at any time may deliver Securities to the Trustee for
cancelation.  The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee and no one else shall cancel and
dispose of (subject to the record retention requirements of the Exchange Act)
all Securities surrendered for registration of transfer, exchange, payment or
cancelation in its customary manner and upon request shall deliver a certificate
of such disposal to the Company unless the Company directs the Trustee to
deliver canceled Securities to the Company.  Any Securities purchased
by the Company may, to the extent permitted by law, be reissued or resold or
may, at its option, be surrendered to the Trustee for cancelation. The Company
may not issue new Securities to replace Securities it has delivered to the
Trustee for cancelation.

       

      SECTION
2.11  Defaulted
Interest.  If the Company defaults in a payment of interest on
the Securities, the Company shall pay defaulted interest (plus interest on such
defaulted interest to the extent lawful) at the rate borne by the Securities in
any lawful manner.  The Company may pay the defaulted interest to the
persons who are Holders on a subsequent special record date.  The
Company shall fix or cause to be fixed any such special record date and payment
date to the reasonable satisfaction of the Trustee and shall promptly mail to
each Holder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

       

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

       

      SECTION
2.13  Issuance of Additional
Securities.  The Company shall be entitled to issue Additional
Securities under this Indenture which shall have identical terms as the
Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price.  The Securities issued on the Issue Date and
any Additional Securities shall be treated as a single class for all purposes
under this Indenture.

       

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

       

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

       

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

       

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

       

      ARTICLE
THREE


       

      REDEMPTION

       

      SECTION
3.01  Notice to
Trustee.  If the Company elects to redeem Securities pursuant
to the make-whole redemption provisions of Section 3.07 and Paragraph 5 of the
Securities, it shall furnish to the Trustee and the Registrar, at least 45 days
but not more than 60 days before the redemption date (unless the Trustee
consents to a shorter period in writing), an Officers’ Certificate setting forth
the redemption date, the principal amount of Securities to be redeemed and the
redemption price, including the detail of the calculation of the Make-Whole
Price. 

       

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

       

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

       

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

       

      (1)  the
redemption date;

       

      (2)  the
redemption price;

       

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

       

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

       

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

       

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

       

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

       

      (8)  the CUSIP
number of the Securities.

       

      (b)  At the
Company’s request, the Trustee shall give the notice of redemption required in
Section 3.03(a) in the Company’s name and at the Company’s expense; provided, however, that the
Company shall deliver to the Trustee, at least 15 days prior to the date on
which the Company requests that the Trustee give such notice (unless the Trustee
consents to a shorter notice period in writing), an Officers’ Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in Section 3.03(a).

       

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

       

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

       

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

       

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

       

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

       

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

       

      ARTICLE
FOUR

       

      COVENANTS

       

      SECTION
4.01  Payment of
Securities.  The Company shall pay the principal of, premium,
if any, and interest on, the Securities on the dates and in the manner provided
in the Securities and this Indenture.  Principal, premium and interest
shall be considered paid on the date due if the Trustee or Paying Agent holds on
that date money deposited by the Company designated for and sufficient to pay
all principal, premium and interest then due.

       

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

       

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

       

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

       

      (c)  Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates).

       

      SECTION
4.03  Compliance
Certificates.  (a)  The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an
Officers’ Certificate, stating that a review of the activities of the Company
and the Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether each of
the Company and the Subsidiary Guarantors has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that, to the best of such Officers’
knowledge, each of the Company and the Subsidiary Guarantors has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of Default of which such
Officers may have knowledge and what action the Company is taking or proposes to
take with respect thereto) and that to the best of such Officers’ knowledge,
after reasonable inquiry, no event has occurred and remains in existence by
reason of which payments on account of the principal of, premium, if any, or
interest, if any, on the Securities are prohibited or, if such event has
occurred, a description of the event and what action the Company and the
Subsidiary Guarantors are taking or propose to take with respect
thereto.  Such Officers’ Certificate shall comply with TIA Section
314(a)(4).  The Company hereby represents that, as of the Issue Date,
its fiscal year ends December 31, and hereby covenants that it shall notify the
Trustee at least 30 days in advance of any change in its fiscal
year.

       

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

       

      (c)  The
Company and the Subsidiary Guarantors will, so long as any of the Securities are
outstanding, deliver to the Trustee forthwith upon any Officer becoming aware of
any Default or Event of Default or default in the performance of any covenant,
agreement or condition contained in this Indenture, an Officers’ Certificate
specifying such Default or Event of Default and what action the Company or any
Subsidiary Guarantor proposes to take with respect thereto.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
4.09  Limitation on Liens Securing
Indebtedness.  The Company will not, and will not permit any
Subsidiary to, create, incur or assume any Indebtedness secured by any Liens
(other than Permitted Liens) upon any of the properties of the Company or any
Subsidiary, unless the Securities or the Guarantee of such Subsidiary is equally
and ratably secured; provided, that if
such Indebtedness is expressly subordinated to the Securities or such Guarantee,
the Lien securing such Indebtedness will be subordinated and junior to the Lien
securing the Securities or such Guarantee.

       

      SECTION
4.10  Limitation on Sale/Leaseback
Transactions.  (a)  The Company will not, and will
not permit any of its Subsidiaries to, enter into any Sale/Leaseback Transaction
with any Person (other than the Company or any other Subsidiary) unless
(i) the Company or such Subsidiary, as the case may be, would be entitled
to incur secured Indebtedness in a principal amount equal to the Attributable
Indebtedness with respect to such Sale/Leaseback Transaction in accordance with
Section 4.09 or (ii) the Company or such Subsidiary receives proceeds from
such Sale/Leaseback Transaction at least equal to the fair market value thereof
(as determined in good faith by the Company’s Board of Directors, whose
determination in good faith, evidenced by a resolution of such Board shall be
conclusive) and such proceeds are applied in accordance with paragraphs (b) to
(g) hereof.

       

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

       

      (c)  If, upon
completion of the 365-day period referred to above, any portion of the Net
Available Proceeds shall not have been applied by the Company as described in
clauses (i), (ii) or (iii) of the immediately preceding paragraph and
such remaining Net Available Proceeds, together with any remaining net cash
proceeds from any prior Sale/Leaseback Transaction (such aggregate constituting
“Excess Proceeds”), exceed $40,000,000, then the Company will be obligated to
make an offer (the “Net Proceeds Offer”) to purchase the Securities and any
other Senior Indebtedness in respect of which such an offer to purchase is
required to be made concurrently with the Net Proceeds Offer having an aggregate
principal amount equal to the Excess Proceeds (such purchase to be made on a pro
rata basis if the amount available for such repurchase is less than the
principal amount of the Securities and other Senior Indebtedness tendered in
such Net Proceeds Offer) at a purchase price of 100% of the principal amount
thereof plus accrued and unpaid interest on the Securities and other Senior
Indebtedness so repurchased to the date of repurchase. Upon the completion of
the Net Proceeds Offer, the amount of Excess Proceeds will be reset to
zero.

       

      (d)  Within 15
days after the Company becomes obligated to make a Net Proceeds Offer (a “Net
Proceeds Offer Triggering Event”), the Company (with notice to the Trustee and
the Paying Agent), or the Trustee at the Company’s request and expense, will
mail or cause to be mailed to all Holders on the date of the Net Proceeds Offer
Triggering Event a notice prepared by the Company (the “Offer Notice”) of the
occurrence of such Net Proceeds Offer Triggering Event and of the Holders’
rights arising as a result thereof.  The Offer Notice will contain all
instructions and materials necessary to enable Holders to tender their
Securities to the Company.  The Offer Notice, which shall govern the
terms of the Net Proceeds Offer, shall state:  (1) that the Net
Proceeds Offer is being made pursuant to this Section 4.10; (2) the
purchase price and the Net Proceeds Payment Date; (3) that any Security not
tendered will continue to accrue interest at the stated rate; (4) that any
Security accepted for payment pursuant to the Net Proceeds Offer shall cease to
accrue interest on the Net Proceeds Payment Date; (5) that Holders electing
to have a Security purchased pursuant to any Net Proceeds Offer will be required
to surrender the Security, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Security completed, to the Company, a
depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice prior to termination of the Net Proceeds Offer;
(6) that Holders will be entitled to withdraw their election if the
Company, depositary or Paying Agent, as the case may be, receives, not later
than the expiration of the Net Proceeds Offer, or such longer period as may be
required by law, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security the Holder
delivered for purchase and a statement that such Holder is withdrawing its
election to have the Security purchased; and (7) that Holders whose
Securities are purchased only in part will be issued Securities equal in
principal amount to the unpurchased portion of the Securities
surrendered.  The Net Proceeds Offer shall be deemed to have commenced
upon the mailing of the Offer Notice and shall terminate 20 Business Days after
its commencement, unless a longer offering period is required by
law.

       

      (e)  Promptly
after the termination of the Net Proceeds Offer (the “Net Proceeds Payment
Date”), the Company shall, to the extent permitted by applicable law,
(i) accept for payment Securities or portions thereof tendered pursuant to
the Offer Notice, (ii) if the Company appoints a depositary or Paying
Agent, deposit with such depositary or Paying Agent money sufficient to pay the
purchase price of all Securities or portions thereof so tendered and
(iii) deliver to the Trustee Securities so accepted together with an
Officers’ Certificate stating the Securities or portions thereof tendered to the
Company.  The depositary, the Company or the Paying Agent, as the case
may be, shall promptly mail or deliver to the Holders of Securities so accepted
payment in an amount equal to the purchase price (representing those funds
received pursuant to clause (ii) of this Section 4.10(c)), and the Trustee
shall promptly authenticate and mail or deliver to each such Holder a new
Security equal in principal amount to any unpurchased portion of the Security
surrendered; provided that each
such new Security will be in a principal amount of $1,000 or an integral
multiple thereof.  The Company will publicly announce the results of
the Net Proceeds Offer on or as soon as practicable after the Net Proceeds
Payment Date.  For purposes of this Section 4.10, the Trustee shall
act as the Paying Agent.

       

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

       

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

       

      ARTICLE
FIVE


       

      SUCCESSOR
CORPORATION

       

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

       

      (1)  the
Company survives such merger or the Person formed by such consolidation or into
which the Company is merged or that acquires by sale, conveyance, transfer or
other disposition, or which leases, all or substantially all of the assets of
the Company is a corporation, limited liability company or limited partnership
organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia, or Canada or any province thereof (a
“Successor”), and expressly assumes, by supplemental indenture, the due and
punctual payment of the principal of, premium, if any, and interest on, all the
Securities and the performance of every other covenant and obligation of the
Company under this Indenture provided, that unless
the Successor is a corporation, a corporate co-issuer of the Securities shall be
added hereto by the execution and delivery of a supplemental indenture by such
co-issuer; and

       

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

       

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

       

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

       

      ARTICLE
SIX


       

      DEFAULTS
AND REMEDIES

       

      SECTION
6.01  Events of
Default.  An “Event of Default” occurs upon:

       

      (1)  default
by the Company or any Subsidiary Guarantor in the payment of principal of, or
premium, if any, on the Securities when due and payable at maturity, upon
repurchase pursuant to Section 4.10, upon acceleration or
otherwise;

       

      (2)  default by the Company or any
Subsidiary Guarantor in the payment of any installment of interest on the
Securities when due and payable and continuance of such default for 30
days;

       

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

       

      (4)  default
on any other Indebtedness of the Company, any Subsidiary Guarantor or any other
Subsidiary if either (A) such default results in the acceleration of the
maturity of any such Indebtedness having a principal amount of $50,000,000 or
more individually or, taken together with the principal amount of any other such
Indebtedness the maturity of which has been so accelerated, in the aggregate, or
(B) such default results from the failure to pay when due principal of,
premium, if any, or interest on, any such Indebtedness, after giving effect to
any applicable grace period (a “Payment Default”), having a principal amount of
$50,000,000 or more individually or, taken together with the principal amount of
any other Indebtedness under which there has been a Payment Default, in the
aggregate; provided that if any
such default is cured or waived or any such acceleration is rescinded, or such
Indebtedness is repaid, within a period of 30 days from the continuation of
such default beyond any applicable grace period or the occurrence of such
acceleration, as the case may be, such Event of Default and any consequent
acceleration of the Securities shall be rescinded, so long as any such
rescission does not conflict with any judgment or decree or applicable provision
of law;

       

      (5)  default
in the performance, or breach of, the covenant set forth in Article Five, or in
the performance, or breach of, any other covenant or agreement of the Company or
any Subsidiary Guarantor in this Indenture and failure to remedy such default
within a period of 45 days after written notice thereof from the Trustee or
Holders of 25% of the principal amount of the outstanding Securities; provided, however, that the
Company shall have 90 days after the receipt of such notice to remedy, or
receive a waiver for, any failure to comply with its obligations under Section
4.02 so long as the Company is attempting to cure such failure as promptly as
reasonably practicable;

       

      (6)  the entry
by a court of one or more judgments or orders for the payment of money against
the Company or any Significant Subsidiary in an aggregate amount in excess of
$50,000,000 (net of applicable insurance coverage by a third party insurer which
is acknowledged in writing by such insurer) that has not been vacated,
discharged, satisfied or stayed pending appeal within 60 days from the entry
thereof;

       

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

       

      (8)  the
Company or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

       

      (A)  commences
a voluntary case or proceeding,

       

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

       

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

       

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

       

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

       

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

       

      (A)  is for
relief (with respect to the petition commencing such case) against the Company
or any Significant Subsidiary in an involuntary case or proceeding,

       

      (B)  appoints
a Custodian of the Company or any Significant Subsidiary or for all or
substantially all of its property, or

       

      (C)  orders
the liquidation of the Company or any Significant Subsidiary, and the order or
decree remains unstayed and in effect for 60 days.

       

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

       

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

       

      The
Holders of a majority of the principal amount of the outstanding Securities, by
written notice to the Company, the Subsidiary Guarantors and the Trustee, may
rescind and annul a declaration of acceleration and its consequences if
(1) the Company or any Subsidiary Guarantor has paid or deposited with such
Trustee a sum sufficient to pay (A) all overdue installments of interest on
all the Securities, (B) the principal of, and premium, if any, on any
Securities that have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates prescribed therefor in
the Securities, (C) to the extent that payment of such interest is lawful,
interest on the defaulted interest at the rate or rates prescribed therefor in
the Securities, and (D) all money paid or advanced by the Trustee
thereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; (2) all Events of Default, other
than the non-payment of the principal of any Securities that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in this Indenture; and (3) the rescission would not conflict with
any judgment or decree of a court of competent jurisdiction.  No such
rescission will affect any subsequent Event of Default or impair any right
consequent thereon.

       

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

       

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

       

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

       

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

       

      SECTION
6.06  Limitation on
Remedies.  No Holder of any of the Securities will have any
right to institute any proceeding, judicial or otherwise, to appoint a receiver
or trustee or to pursue any remedy under this Indenture, unless:

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (b)  Nothing
herein contained shall be deemed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

       

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

       

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

       

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

       

      Third:  to
the Company.

       

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

       

      SECTION
6.11  Undertaking for
Costs.  In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant.  This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of
more than 10% in principal amount of the then outstanding
Securities.

       

      ARTICLE
SEVEN


       

      TRUSTEE

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
7.02  Rights of
Trustee.  Subject to Section 7.01:

       

      (a)  The
Trustee may conclusively rely on and shall be fully protected in acting or
refraining from acting upon any document believed by it to be genuine and to
have been signed or presented by the proper person.  The Trustee shall
not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, to the extent reasonably required by such inquiry or
investigation at the expense of the Company and shall incur no liability of any
kind by reason of such inquiry or investigation.

       

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

       

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

       

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

       

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

       

      (f)  In no
event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

       

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

       

      (h)  The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.

       

      (i)  The
Trustee may request that the Company deliver a certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take
specified actions pursuant to this Indenture.

       

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

       

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

       

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

       

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

       

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

       

      The
Trustee shall not be under any obligation to institute any suit, or take any
remedial action under this Indenture, or to enter any appearance or in any way
defend any suit in which it may be a defendant, or to take any steps in the
execution of the trusts created hereby or thereby or in the enforcement of any
rights and powers under this Indenture, until it shall be indemnified to its
satisfaction against any and all expenses, disbursements and advances incurred
or made by the Trustee in accordance with any provisions of this Indenture,
including compensation for services, costs, expenses, outlays, counsel fees and
other disbursements, and against all liability (including fees and expenses
incurred by the Trustee pursuant to the penultimate paragraph of Section 7.08)
not caused by its own  negligence or willful
misconduct.  The Company and the Subsidiary Guarantors jointly and
severally agree to indemnify the Trustee against any loss, liability, claim,
damage or expenses incurred by it arising out of or in connection with the
acceptance and administration of the trust and its duties hereunder as Trustee,
Registrar and/or Paying Agent, including the costs and expenses of enforcing
this Indenture against the Company (including with respect to this Section 7.07)
and of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.  The
Trustee shall notify the Company and the Subsidiary Guarantors of any claim of
which a Trust Officer has received written notice for which it may seek
indemnity; however, unless the position of the Company is prejudiced by such
failure and the Company did not otherwise receive notice of any such claim, the
failure of the Trustee to promptly notify the Company shall not limit its right
to indemnification.  The Company shall defend each such claim and the
Trustee shall cooperate in the defense.  The Trustee may retain
separate counsel and the Company shall reimburse the Trustee for the reasonable
fees and expenses of such counsel.  The Company need not pay for any
settlement made without its consent (which consent shall not be unreasonably
withheld).

       

      Neither
the Company nor the Subsidiary Guarantors shall be obligated to reimburse any
expense or indemnify against any loss or liability incurred by the Trustee
through the Trustee’s own negligence or willful misconduct. To secure the
payment obligations of the Company and the Subsidiary Guarantors in this
Section, the Trustee shall have a claim prior to that of the Holders of the
Securities on all money or property held or collected by the Trustee, except
that held in trust to pay principal of and interest on particular
Securities.  The Trustee’s right to receive payment of any amounts due
under this Section 7.07 shall not be subordinate to any other liability or
Indebtedness of the Company or any Subsidiary Guarantor.

       

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

       

      The
benefits of this section shall survive termination of this Indenture and
resignation or removal of the Trustee.

       

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

       

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

       

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

       

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

       

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

       

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

       

      A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company and the Subsidiary
Guarantors.  Immediately after that and upon payment of its charges
hereunder, the retiring Trustee shall transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section
7.07, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  A successor Trustee shall mail notice
of its succession to each Holder.

       

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

       

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

       

      SECTION
7.09  Successor Trustee by Merger,
etc.  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation or national association, the successor corporation or national
association without any further act shall be the successor Trustee; provided that such
corporation or national association shall be otherwise eligible and qualified
under this Article and shall notify the Company of its successor
hereunder.

       

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

       

      SECTION
7.11  Preferential Collection of
Claims Against Company.  The Trustee shall comply with TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b).  A Trustee who has resigned or been removed shall be subject
to TIA Section 311(a) to the extent indicated therein.

       

      ARTICLE
EIGHT


       

      DISCHARGE
OF INDENTURE

       

      SECTION
8.01  Option to Effect Legal
Defeasance or Covenant Defeasance.

       

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

       

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

       

      SECTION
8.03  Covenant
Defeasance.  Upon the Company’s exercise under
Section 8.01 of the option applicable to this Section 8.03, the
Company shall be released from its obligations under the covenants contained in
the second sentence of Section 4.02, Sections 4.03, 4.07, 4.08, 4.09 and
4.10 and Article Five with respect to the outstanding Securities on and after
the date the conditions set forth below are satisfied (hereinafter, “Covenant
Defeasance”), and the Securities shall thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed “outstanding” for all other purposes hereunder
(it being understood that such Securities shall not be deemed outstanding for
accounting purposes).  For this purpose, such Covenant Defeasance
means that, with respect to the outstanding Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01(5), but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected
thereby.  In addition, upon the Company’s exercise under
Section 8.01 of the option applicable to this Section 8.03, Sections
6.01(4) through 6.01(9) shall not constitute Events of Default.

       

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

       

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

       

      (b)  In the
case of an election under Section 8.02, the Company shall have delivered to
the Trustee an Opinion of Counsel confirming that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) since the date hereof, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred;

       

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

       

      (d)  No
Default or Event of Default with respect to the Securities shall have occurred
and be continuing on the date of such deposit or, insofar as
Subsection 6.01(8) or 6.01(9) is concerned, at any time in the period
ending on the 91st day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period);

       

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

       

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

       

      (g)  The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the Legal Defeasance under Section 8.02 or the Covenant
Defeasance under Section 8.03 (as the case may be) have been complied with
as contemplated by this Section 8.04.

       

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

       

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

       

      Anything
in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon the Company’s request any money or
U.S. Government Securities held by it as provided in Section 8.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a)), are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

       

      SECTION
8.06  Repayment to
Company.  Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of, premium, if any, or interest on any Security which is not subject to the
last paragraph of Section 8.05 and has remained unclaimed for two years
after such principal, and premium, if any, or interest has become due and
payable shall be paid to the Company on its request (unless an abandoned
property law designates another Person) or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Securities shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

       

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

       

      ARTICLE
NINE


       

      AMENDMENTS,
SUPPLEMENTS AND WAIVERS

       

      SECTION
9.01  Without Consent of
Holders.  

       

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

       

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

       

      (2)  to comply
with Section 5.01 or 10.02;

       

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

       

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

       

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

       

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

       

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

       

      For
purposes of this Indenture, the consent of the Holder of a Global Security shall
be deemed to include any consent delivered by any member of, or participant in,
the Depositary or such other depositary institution hereinafter appointed by the
Company by electronic means in accordance with the Automated Tender Offer
Procedures system or other customary procedures of, and pursuant to
authorization by, such entity.

       

      Upon the
request of the Company and the Subsidiary Guarantors, accompanied by a Board
Resolution of the Company and each Subsidiary Guarantor authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt
by the Trustee of the Opinion of Counsel and Officers’ Certificate described in
Section 9.06, the Trustee shall join with the Company and the Subsidiary
Guarantors in the execution of such supplemental indenture.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (5)  reduce
the repurchase price payable upon the repurchase of any Security in connection
with a Net Proceeds Offer, or change the time at which any Security may or shall
be repurchased thereunder;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment or
waiver.  If the Company elects to fix a record date for such purpose,
the record date shall be fixed at (i) the later of 30 days prior to the
first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee prior to such solicitation pursuant to
Section 2.05, or (ii) such other date as the Company shall
designate.  If a record date is fixed, then notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only those
Persons, shall be entitled to consent to such amendment or waiver or to revoke
any consent previously given, whether or not such Persons continue to be Holders
after such record date.  No consent shall be valid or effective for
more than 90 days after such record date unless consent from the Holders of the
principal amount of Securities required hereunder for such amendment or waiver
to be effective also shall have been given and not revoked within such 90-day
period.

       

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

       

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

       

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

       

      ARTICLE
TEN


       

      GUARANTEES

       

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

       

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

       

      SECTION 10.02  Subsidiary Guarantors May
Consolidate, etc., on Certain Terms.  (a)  Subject to
paragraph (b) of this Section 10.02, no Subsidiary Guarantor may
consolidate or merge with or into (whether or not such Subsidiary Guarantor is
the surviving Person) another Person unless (i) the Person formed by or
surviving any such consolidation or merger (if other than such Subsidiary
Guarantor) assumes all the obligations of such Subsidiary Guarantor under this
Indenture and the Securities pursuant to a supplemental indenture, in a form
reasonably satisfactory to the Trustee and (ii) immediately after such
transaction, no Default or Event of Default exists.  In connection
with any consolidation or merger contemplated by this Section 10.02, the
Company shall deliver to the Trustee prior to the consummation of the proposed
transaction an Officers’ Certificate to the foregoing effect and an Opinion of
Counsel stating that the proposed transaction and such supplemental indenture
comply with this Indenture.  This Section 10.02(a) will not
prohibit a merger between Subsidiary Guarantors or a merger between the Company
and a Subsidiary Guarantor.

       

      (b)  In the
event of a sale or other disposition of all or substantially all of the assets
of any Subsidiary Guarantor or a sale or other disposition of all of the Capital
Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation
or otherwise, then such Subsidiary Guarantor (in the event of a sale or other
disposition, by way of such a merger, consolidation or otherwise, of all of the
Capital Stock of such Subsidiary Guarantor) or the Person acquiring the assets
(in the event of a sale or other disposition of all or substantially all of the
assets of such Subsidiary Guarantor) will be released and relieved of any
obligations under its Guarantees.

       

      SECTION 10.03  Addition of Subsidiary
Guarantors.  (a)  The Company agrees to cause each
domestic Subsidiary that shall become a Subsidiary after the Issue Date and that
guarantees any other Indebtedness of the Company or a Subsidiary Guarantor in
excess of a De Minimis Guaranteed Amount to execute and deliver a supplemental
indenture pursuant to which such Subsidiary shall guarantee the payment of the
Securities pursuant to the terms hereof within 180 days after the later of
(i) the date that Subsidiary becomes a domestic Subsidiary and
(ii) the date that Subsidiary guarantees such other Indebtedness; provided that no
guarantee shall be required if the Subsidiary merges into the Company or an
existing Subsidiary Guarantor and the surviving entity remains a Subsidiary
Guarantor.

       

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

       

      SECTION 10.04  Release of a Subsidiary
Guarantor.  Upon (i) the sale or disposition of a
Subsidiary Guarantor (or all or substantially all of its assets) or
(ii) the cessation by a Subsidiary Guarantor to guarantee any other
Indebtedness of the Company or any other Subsidiary Guarantor other than a De
Minimis Guaranteed Amount, in each case which is otherwise in compliance with
the terms of this Indenture, including but not limited to the provisions of
Section 10.02, such Subsidiary Guarantor shall be deemed released from all
of its Guarantee and related obligations in this Indenture without any further
action by the Trustee, the Company or such Subsidiary
Guarantor.  Subject to Section 8.07, upon the Company’s election, in
compliance with the conditions set forth in Article Eight hereof, to exercise
its rights pursuant to either Section 8.02 or 8.03 with respect to all
outstanding Securities, each Subsidiary Guarantor shall be deemed released from
all of its Guarantee and related obligations in this Indenture without any
further action by the Trustee, the Company or any Subsidiary
Guarantor.  The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by
an Officers’ Certificate and, in the case of the release of a Subsidiary
Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an
Opinion of Counsel certifying that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture.  Any
Subsidiary Guarantor not so released remains liable for the full amount of
principal of and interest on the Securities as provided in this Article
Ten.

       

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

       

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

       

      SECTION 10.07  [Intentionally
Omitted.]

       

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

       

      ARTICLE
ELEVEN


       

      MISCELLANEOUS

       

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

       

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

       

      If to the
Company or any Subsidiary Guarantor:

       

      Chesapeake
Energy Corporation

      6100
North Western Avenue

      Oklahoma
City, Oklahoma 73118

      


      Attention:  Treasurer

      Fax:           (405)
879-9572

       

      If to the
Trustee:

       

      The Bank
of New York Mellon Trust Company, N.A.

      
        2 N.
LaSalle Street

        Suite
1020

      

      Chicago,
IL 60602

       

      Attention:  Corporate
Trust Administration

      Fax:           (312)
827-8542

       

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

       

      All
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
faxed or telecopied; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day
delivery.

       

      Any
notice or communication mailed to a Holder shall be mailed by first-class mail
to the address for such Holder appearing on the registration books of the
Registrar and shall be sufficiently given to such Holder if so mailed within the
time prescribed.  Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

       

      If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.  If the Company or
any Subsidiary Guarantor mails notice or communications to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

       

      Notwithstanding
any other provision of this Indenture or any Security, where this Indenture or
any Security provides for notice of any event (including any notice of
redemption) to a Holder of a Global Security (whether by mail or otherwise),
such notice shall be sufficiently given if given to the Depositary for such
Security (or its designee), pursuant to the customary procedures of such
Depositary, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice.

       

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

       

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

       

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

       

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

       

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

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
11.13  Severability.  In
case any provision in this Indenture or in the Securities shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, and a
Holder shall have no claim therefor against any party hereto.

       

      SECTION
11.14  Force
Majeure.  In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

       

      SECTION
11.15  Waiver of Jury
Trial.  EACH OF THE COMPANY, EACH SUBSIDIARY GUARANTOR AND THE
TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.  

       

      


      


      


      


      * * * *
*

       

       

       

       

       

       

       

       

       

       

       



      SIGNATURES

       

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

       

      
        
          	 	
                  CHESAPEAKE
      ENERGY CORPORATION

                	 
	 	 	 	 
	
                   

                	
                  By:

                	 /s/ Jennifer
      M. Grigsby	 
	 	 	Name: Jennifer
      M. Grigsby	 
	 	 	Title: Senior
      Vice President, Treasurer and
      Corporate Secretary	 


        

      

      
      

      


      


      
        	
                SUBSIDIARY
      GUARANTORS:

                 

                CHESAPEAKE
      ENERGY LOUISIANA CORPORATION,

                CHESAPEAKE
      ENERGY MARKETING, INC.,

                CHESAPEAKE
      OPERATING, INC.,

                DIAMOND
      Y ENTERPRISE, INCORPORATED,

                GENE
      D. YOST & SON, INC.,

                CARMEN
      ACQUISITION, L.L.C.,

                CHESAPEAKE
      APPALACHIA, L.L.C.,

                CHESAPEAKE
      LAND DEVELOPMENT COMPANY, L.L.C.,

                CHESAPEAKE
      EXPLORATION, L.L.C.,

                CHESAPEAKE
      ROYALTY, L.L.C.,

                CHK
      HOLDINGS, L.L.C.,

                GOTHIC
      PRODUCTION, L.L.C.,

                HODGES
      TRUCKING COMPANY, L.L.C.,

                MC
      MINERAL COMPANY, L.L.C.,

                MIDCON
      COMPRESSION, L.L.C.,

                NOMAC
      DRILLING, L.L.C.,

                By:  Chesapeake
      Operating, Inc., its Sole Manager

                HAWG
      HAULING & DISPOSAL, LLC,

                By:  Diamond Y
      Enterprise, Incorporated, its SoleMember

                CHESAPEAKE
      LOUISIANA, L.P.,

                By:  Chesapeake
      Operating, Inc., its General Partner

                 

              
	
                      By:

              	
                 /s/
      Jennifer M. Grigsby

              
	 
      	
                Name:
      Jennifer M. Grigsby

              
	 
      	
                Title:  Senior
      Vice President, Treasurer  and
      Corporate Secretary

              


      

      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      
        	 	
                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/ Linda
      Garcia	 
	 	 	Name: Linda
      Garcia	 
	 	 	Title: Authorized
      Signatory	 


        
        



       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX

       

      PROVISIONS RELATING TO
SECURITIES

       

      


       

      1. Definitions

       

      1.1  Definitions

       

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

       

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

       

      “Securities”
means (1) $1,000,000,000 aggregate principal amount of 9.50% Senior Notes
due 2015 issued on the Issue Date and (2) Additional Securities, if
any, issued in one or more transactions.

       

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

       

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

       

      1.2  Other
Definitions

       

      
        	
                Term

              	
                Defined
      in

                Section:

              
	
                “Agent
      Members”                                                                                                           

              	
                2.1(b)

              
	
                “Global
      Security”                                                                                                           

              	
                2.1(a)

              


      

      


      2.  The
Securities.

       

      2.1  (a)  Form and
Dating.  Securities shall be issued initially in the form of
one or more permanent global Securities in definitive, fully registered form
without interest coupons with the global securities legend set forth in
Exhibit 1 hereto (each, a “Global Security”), which shall be deposited on
behalf of the purchasers of the Securities represented thereby with the Trustee,
at its principal corporate trust office, as Securities Custodian, and registered
in the name of the Depositary or a nominee of the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter
provided.  The aggregate principal amount of the Global Securities may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter
provided.

       

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

       

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

       

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

       

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

       

      2.2  Authentication.  The
Trustee shall authenticate and deliver:  (1) on the Issue Date,
an aggregate principal amount of $1,000,000,000 9.50% Senior Notes due 2015 and
(2) from time to time after the Issue Date, any Additional Securities for
original issue in an aggregate principal amount specified in the written order
of the Company pursuant to Section 2.02 of the Indenture.  Such
order shall specify the amount of the Securities to be authenticated and the
date on which the original issue of Securities is to be
authenticated.

       

      2.3  Transfer and
Exchange.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (d)  No
Obligation of the Trustee.

       

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

       

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

       

      2.4  Certificated
Securities.

       

      (a)  A Global
Security deposited with the Depositary or with the Trustee as Securities
Custodian pursuant to Section 2.1 shall be transferred to the beneficial
owners thereof in the form of certificated Securities in an aggregate principal
amount equal to the principal amount of such Global Security, in exchange for
such Global Security, only if such transfer complies with Section 2.3 and
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a “clearing agency” registered under the Exchange Act
and a successor depositary is not appointed by the Company within 90 days
of such notice or (ii) an event of default has occurred and is continuing or
(iii) the Company, in its sole discretion, notifies the Trustee in writing
that it elects to cause the issuance of certificated Securities under this
Indenture.

       

      (b)  Any
Global Security that is transferable to the beneficial owners thereof pursuant
to this Section shall be surrendered by the Depositary to the Trustee located at
its principal corporate trust office in the Borough of Manhattan, The City of
New York, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of
certificated Securities of authorized denominations.  Any portion of a
Global Security transferred pursuant to this Section shall be executed,
authenticated and delivered only in denominations of $1,000 principal amount and
any integral multiple thereof and registered in such names as the Depositary
shall direct.

       

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

       

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

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
1

      to

      APPENDIX

       

      [FACE OF
SECURITY]

      [Global
Securities Legend]

       

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

       

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

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        	Certificate
      No.	
                 Cusip
      NO.

              
	$	
                 ISIN
      NO.

              


      

       


       

       

      9.50%
Senior Notes due 2015

       

      Chesapeake
Energy Corporation, an Oklahoma corporation, promises to pay to CEDE &
CO., or registered assigns, the principal sum
of  _______________________________________________ Dollars on
February 15, 2015.

       

      Interest
Payment Dates: February 15 and August 15 (commencing August 15, 20091)

       

      Record
Dates:  February 1 and August 1

       

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

       

      Dated:
________________

       

      
        	
                CHESAPEAKE
      ENERGY CORPORATION

              
	 
      
	
                by

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      


      
        	
                by

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      


      TRUSTEE’S
CERTIFICATE OF

      AUTHENTICATION

       

      
        	
                THE
      BANK OF NEW YORK MELLON TRUST 

                COMPANY,
      N.A.,

                AS
      TRUSTEE, CERTIFIES THAT

                THIS
      IS ONE OF THE SECURITIES

                REFERRED
      TO IN THE INDENTURE.

              
	 
      
	
                by

              	 
      
	 
      	
                Authorized
      Signatory

              


      

      


      

        

      

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

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [REVERSE
SIDE OF SECURITY]

       

      9.50%
Senior Note due 2015

       

      1.  Interest

       

      Chesapeake
Energy Corporation, an Oklahoma corporation (such corporation, and its
successors and assigns under the Indenture hereinafter referred to, being herein
called the “Company”), promises to pay interest on the principal amount of this
Security at the rate per annum shown above.  The Company will pay
interest semiannually on February 15 and August 15 of each year, commencing
August 15, 20092.  Interest on the Securities will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from February 2, 20093.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.

       

      2.  Method of
Payment

       

      The
Company will pay interest on the Securities (except defaulted interest) to the
Persons who are registered holders of Securities at the close of business on the
February 1 or August 1 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date.  Holders must surrender Securities to a Paying Agent to
collect principal payments.  The Company will pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts.  Payments in respect
of the Securities represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by The Depository Trust Company.  The Company
will make all payments in respect of a certificated Security (including
principal, premium and interest) by mailing a check to the registered address of
each Holder thereof; provided, however, that
payments on a certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

       

      3.  Paying Agent and
Registrar

       

      Initially,
The Bank of New York Mellon Trust Company, N.A., a national banking
association (the “Trustee”), will act as Paying Agent and
Registrar.  The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice.  The Company or any of its
domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

       

      4.  Indenture

       

      The
Company issued the Securities under an Indenture dated as of February 2, 2009
(“Indenture”), among the Company, the Subsidiary Guarantors and the
Trustee.  The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
“Act”).  Terms defined in the Indenture and not defined herein have
the meanings ascribed thereto in the Indenture.  The Securities are
subject to all such terms, and Holders are referred to the Indenture and the Act
for a statement of those terms.

       

      The
Company shall be entitled to issue Additional Securities pursuant to
Section 2.13 of the Indenture.  The Securities issued on the
Issue Date and any Additional Securities will be treated as a single class for
all purposes under the Indenture.

       

      5.  Make-Whole Price
Redemption

       

      At any
time prior to the Maturity Date, the Company may, at its option, redeem all or
any portion of the Securities at the “Make-Whole Price” (as defined in the
Indenture) plus accrued and unpaid interest on the Securities so redeemed to the
date of redemption.  Any redemption pursuant to this paragraph 5 shall
be made, to the extent applicable, pursuant to the provisions of Sections 3.01
through 3.06 of the Indenture.

       

      6.  Notice of
Redemption

       

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

       

      7.  Net Proceeds
Offer

       

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

       

      8.  Restrictive
Covenants

       

      The
Indenture imposes certain limitations on, among other things, the ability of the
Company to merge or consolidate with any other Person or sell and lease back
certain of its properties or assets and the ability of the Company or the
Subsidiaries to incur encumbrances against certain property, all subject to
certain limitations described in the Indenture.

       

      9.  Ranking and
Guarantees

       

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

       

      10.  Denominations; Transfer;
Exchange

       

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

       

      11.  Persons Deemed
Owners

       

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

       

      12.  Unclaimed
Money

       

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

       

      13.  Discharge and
Defeasance

       

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

       

      14.  Amendment, Supplement,
Waiver

       

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

       

      15.  Successor
Corporation

       

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

       

      16.  Defaults and
Remedies

       

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

       

      17.  Trustee Dealings with
Company and Subsidiary Guarantors

       

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

       

      18.  No Recourse Against
Others

       

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

       

      19.  Authentication

       

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

       

      20.  Abbreviations

       

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

       

      21.  CUSIP
Numbers

       

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

       

      22.  Governing
Law

       

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

       

      

        

      

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

      

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

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

       

      Chesapeake
Energy Corporation

      6100
North Western Avenue

      Oklahoma
City, OK 73118


       

      Attention:  Treasurer

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ____________________________________________________________

       

      ASSIGNMENT
FORM

       

      To assign
this Security, fill in the form below:

       

      I or we
assign and transfer this Security to

       

      _______________________________________________________________________

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

       

      _______________________________________________________________________

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

       

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

       

      _______________________________________________________________________

       

      
        	
                Dated:

              	 
      	
                Your
      Signature:

              	 
      


      

      


      _______________________________________________________________________

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

       

      


       

      Signature
Guarantee:

       

      
        	
                 

                Signature
      must be guaranteed

                 

              	 
      


      

      


       

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

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY

       

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

       

      
        	
                
                  Date
      of

                  Exchange

                

              	
                
                  Amount
      of decrease in Principal  amount of this Global
      Security

                

              	
                
                  Amount
      of increase in Principal amount of this Global
    Security

                

              	
                
                  Principal
      amount of this Global Security following such decrease or
      increase

                

              	
                
                  Signature
      of authorized officer of Trustee or Securities
    Custodian

                

              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      OPTION OF
HOLDER TO ELECT PURCHASE

       

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

       

       ̈

       

      If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.10 of the Indenture, state the amount in principal
amount:  $__________________________

       

      
        	
                Dated:

              	 
      	
                    
      Your Signature:

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

              


      

      


       

      
        	
                Signature
      Guarantee:

                 

              	 
      
	
                (Signature
      must be guaranteed)

              	 
      


      

      


       

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