ATLAS
      PIPELINE PARTNERS, L.P.,





ATLAS
      PIPELINE FINANCE CORP., as Issuers,





THE
      SUBSIDIARIES NAMED HEREIN, as Subsidiary Guarantors





AND





WACHOVIA
      BANK, NATIONAL ASSOCIATION, as Trustee





_________________________________




8- 1 / 8 %
      Senior
      Notes due 2015


_________________________________




INDENTURE





Dated
      as
      of December 20, 2005







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          to Contents*


**CROSS-REFERENCE
      TABLE***








Trust
                Indenture
              Act
                Section
            
            Indenture
              Section(s)310
            (a)(1)
            
            7.10(a)(2)
            
            7.10(a)(3)
            
            N.A.(a)(4)
            
            N.A.(a)(5)
            
            7.10(b)
            
            7.10(c)
            
            N.A.311
            (a)
            
            7.11(b)
            
            7.11(c)
            
            N.A.312
            (a)
            
            2.05(b)
            
            12.03(c)
            
            12.03313
            (a)
            
            7.06(b)(1)
            
            N.A.(b)(2)
            
            7.06(c)
            
            7.06;
                12.02(d)
            
            7.06314
            (a)
            
            4.03;
                4.18; 12.02(b)
            
            N.A.(c)(1)
            
            12.04(c)(2)
            
            12.04(c)(3)
            
            N.A.(d)
            
            N.A.(e)
            
            12.05(f)
            
            N.A.315
            (a)
            
            7.01(b)
            
            7.05;
                12.02(c)
            
            7.01(d)
            
            7.01;
                6.05(e)
            
            6.11316
            (a)(last
                sentence)
            
            2.09(a)(1)(A)
            
            6.05(a)(1)(B)
            
            6.04(a)(2)
            
            N.A.(b)
            
            6.07(c)
            
            9.04317
            (a)(1)
            
            6.08(a)(2)
            
            6.09(b)
            
            2.04318
            (a)
            
            12.01(b)
            
            N.A.(c)
            
            12.01


____________


N.A.
      means not applicable.


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


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          to Contents*


**TABLE
        OF CONTENTS**
 **Page**ARTICLE
                  1DEFINITIONS
                  AND INCORPORATION BY REFERENCESection
                  1.01.
              Definitions
              1Section
                  1.02.
              Other
                  Definitions
              20Section
                  1.03.
              Incorporation
                  by Reference of Trust Indenture
                  Act
              20Section
                  1.04.
              Rules
                  of Construction
              21ARTICLE
                  2THE
                  NOTESSection
                  2.01.
              Form
                  and Dating
              21Section
                  2.02.
              Execution
                  and Authentication
              22Section
                  2.03.
              Registrar
                  and Paying Agent
              22Section
                  2.04.
              Paying
                  Agent to Hold Money in Trust
              23Section
                  2.05.
              Holder
                  Lists
              23Section
                  2.06.
              Transfer
                  and Exchange
              23Section
                  2.07.
              Replacement
                  Notes
              29Section
                  2.08.
              Outstanding
                  Notes
              30Section
                  2.09.
              Treasury
                  Notes
              30Section
                  2.10.
              Temporary
                  Notes
              30Section
                  2.11.
              Cancellation
              30Section
                  2.12.
              Defaulted
                  Interest
              31Section
                  2.13.
              CUSIP
                  Numbers
              31ARTICLE
                  3REDEMPTION
                  AND PREPAYMENTSection
                  3.01.
              Notices
                  to Trustee
              31Section
                  3.02.
              Selection
                  of Notes to Be Redeemed
              31Section
                  3.03.
              Notice
                  of Redemption
              32Section
                  3.04.
              Effect
                  of Notice of Redemption
              32Section
                  3.05.
              Deposit
                  of Redemption Price
              33Section
                  3.06.
              Notes
                  Redeemed in Part
              33Section
                  3.07.
              Optional
                  Redemption
              33Section
                  3.08.
              Mandatory
                  Redemption
              34Section
                  3.09.
              Offer
                  to Purchase by Application of Net
                  Proceeds
              34
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  ARTICLE
                  4COVENANTSSection
                  4.01.
              Payment
                  of Notes
              35Section
                  4.02.
              Maintenance
                  of Office or Agency
              36Section
                  4.03.
              Compliance
                  Certificate
              36Section
                  4.04.
              Taxes
              36Section
                  4.05.
              Stay,
                  Extension and Usury Laws
              37Section
                  4.06.
              Change
                  of Control
              37Section
                  4.07.
              Asset
                  Sales
              39Section
                  4.08.
              Restricted
                  Payments
              40Section
                  4.09.
              Incurrence
                  of Indebtedness and Issuance of Disqualified
                  Equity
              43Section
                  4.10.
              Liens
              45Section
                  4.11.
              Dividend
                  and Other Payment Restrictions Affecting
                  Subsidiaries
              45Section
                  4.12.
              Transactions
                  With Affiliates
              47Section
                  4.13.
              Additional
                  Subsidiary Guarantees
              48Section
                  4.14.
              Designation
                  of Restricted and Unrestricted
                  Subsidiaries
              48Section
                  4.15.
              Business
                  Activities
              49Section
                  4.16.
              Sale
                  and Lease-back Transactions
              49Section
                  4.17.
              Payments
                  for Consent
              49Section
                  4.18.
              Reports
              50Section
                  4.19.
              Layering
                  Indebtedness
              50Section
                  4.20.
              Suspension
                  of Covenants
              50ARTICLE
                  5SUCCESSORSSection
                  5.01.
              Merger,
                  Consolidation, or Sale of Assets
              51Section
                  5.02.
              Successor
                  Entity Substituted
              52ARTICLE
                  6DEFAULTS
                  AND REMEDIESSection
                  6.01.
              Events
                  of Default
              53Section
                  6.02.
              Acceleration
              54Section
                  6.03.
              Other
                  Remedies
              55Section
                  6.04.
              Waiver
                  of Past Defaults
              55Section
                  6.05.
              Control
                  by Majority
              55Section
                  6.06.
              Limitation
                  on Suits
              55Section
                  6.07.
              Rights
                  of Holders of Notes to Receive
                  Payment
              56Section
                  6.08.
              Collection
                  Suit by Trustee
              56Section
                  6.09.
              Trustee
                  May File Proofs of Claim
              56Section
                  6.10.
              Priorities
              56Section
                  6.11.
              Undertaking
                  for Costs
              57ARTICLE
                  7TRUSTEESection
                  7.01.
              Duties
                  of Trustee
              57Section
                  7.02.
              Rights
                  of Trustee
              58Section
                  7.03.
              Individual
                  Rights of Trustee
              59Section
                  7.04.
              Trustee’s
                  Disclaimer
              59Section
                  7.05.
              Notice
                  of Defaults
              60Section
                  7.06.
              Reports
                  by Trustee to Holders of the Notes
              60Section
                  7.07.
              Compensation
                  and Indemnity
              60Section
                  7.08.
              Replacement
                  of Trustee
              61Section
                  7.09.
              Successor
                  Trustee by Merger, Etc
              61Section
                  7.10.
              Eligibility;
                  Disqualification
              62Section
                  7.11.
              Preferential
                  Collection of Claims Against
                  Issuers
              62
 
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 ARTICLE
                  8LEGAL
                  DEFEASANCE AND COVENANT DEFEASANCESection
                  8.01.
              Option
                  to Effect Legal Defeasance or Covenant
                  Defeasance
              62Section
                  8.02.
              Legal
                  Defeasance and Discharge
              62Section
                  8.03.
              Covenant
                  Defeasance
              63Section
                  8.04.
              Conditions
                  to Legal Defeasance or Covenant
                  Defeasance
              63Section
                  8.05.
              Deposited
                  Money and Government Securities to be Held in Trust,
                  Other Miscellaneous Provisions
              64Section
                  8.06.
              [Intentionally
                  omitted]
              64Section
                  8.07.
              Reinstatement
              64ARTICLE
                  9AMENDMENT,
                  SUPPLEMENT AND WAIVERSection
                  9.01.
              Without
                  Consent of Holders of Notes
              65Section
                  9.02.
              With
                  Consent of Holders of Notes
              66Section
                  9.03.
              Compliance
                  with Trust Indenture Act
              67Section
                  9.04.
              Revocation
                  and Effect of Consents
              67Section
                  9.05.
              Notation
                  or Exchange of Notes
              67Section
                  9.06.
              Trustee
                  to Sign Amendments, Etc.
              67Section
                  9.07.
              Effect
                  of Supplemental Indentures
              68ARTICLE
                  10GUARANTEESSection
                  10.01.
              Guarantees
              68Section
                  10.02.
              Limitation
                  of Guarantor’s Liability
              69Section
                  10.03.
              Execution
                  and Delivery of Notations of
                  Guarantees
              69Section
                  10.04.
              [Intentionally
                  omitted]
              69Section
                  10.05.
              Releases
              69Section
                  10.06.
              “Trustee”
to
                  Include Paying Agent
              70ARTICLE
                  11SATISFACTION
                  AND DISCHARGESection
                  11.01.
              Satisfaction
                  and Discharge
              70Section
                  11.02.
              Application
                  of Trust
              71Section
                  11.03.
              Repayment
                  of the Issuers
              71Section
                  11.04.
              Reinstatement
              72
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  ARTICLE
                  12MISCELLANEOUSSection
                  12.01.
              Trust
                  Indenture Act Controls
              72Section
                  12.02.
              Notices
              72Section
                  12.03.
              Communication
                  by Holders of Notes with Other Holders of
                  Notes
              73Section
                  12.04.
              Certificate
                  and Opinion as to Conditions
                  Precedent
              73Section
                  12.05.
              Statements
                  Required in Certificate or
                  Opinion
              74Section
                  12.06.
              Rules
                  by Trustee and Agents
              74Section
                  12.07.
              No
                  Personal Liability of Directors, Officers, Employees and
                  Unitholders and No Recourse Against General Partner
              74Section
                  12.08.
              Governing
                  Law
              74Section
                  12.09.
              No
                  Adverse Interpretation of Other
                  Agreements
              74Section
                  12.10.
              Successors
              74Section
                  12.11.
              Severability
              75Section
                  12.12.
              Counterpart
                  Originals
              75Section
                  12.13.
              Table
                  of Contents, Headings, Etc.
              75
  **SCHEDULES,
        EXHIBITS AND ANNEXES**
 
 SCHEDULE
                  A
              Schedule
                  of Subsidiary GuarantorsSCHEDULE
                  B
              Certain
                  AgreementsEXHIBIT
                  A
              Form
                  of Note
              Exhibit
                  A Page 1EXHIBIT
                  B
              Form
                  of Certificate of Transfer
              Exhibit
                  B Page 1EXHIBIT
                  C
              Form
                  of Certificate of Exchange
              Exhibit
                  C Page 1EXHIBIT
                  D
              Form
                  of Guarantee Notation
              Exhibit
                  D Page 1EXHIBIT
                  E
              Form
                  of Certificates from Acquiring Institutional Accredited
                  Investor
              Exhibit
                  E Page 1ANNEX
                  A
              Form
                  of Supplemental Indenture
              A-1


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THIS
      INDENTURE dated as of December 20, 2005 is among Atlas Pipeline Partners, L.P.,
      a Delaware limited partnership (the “Company”), Atlas Pipeline Finance Corp., a
      Delaware corporation (“Finance Co” and, collectively with the Company, the
“Issuers”), the Subsidiary Guarantors (as defined herein) listed on Schedule A
      hereto, and Wachovia Bank, National Association, a national banking association,
      as trustee (the “Trustee”).




The
      Issuers, the Subsidiary Guarantors, and the Trustee agree as follows for the
      benefit of each other and for the equal and ratable benefit of the Holders
      of
      the 8-1/8% Senior Notes due 2015 (the “Notes”):





ARTICLE
      1




DEFINITIONS
      AND INCORPORATION BY REFERENCE





Section
                1.01.
            Definitions.





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





“ *Acquired
      Debt* ”
means,
      with respect to any specified Person: (1) Indebtedness of any other Person
      existing at the time such other Person is merged with or into or became a
      Subsidiary of such specified Person, whether or not such Indebtedness is
      incurred in connection with, or in contemplation of, such other Person merging
      with or into, or becoming a Subsidiary of, such specified Person, but excluding
      Indebtedness that is extinguished, retired or repaid in connection with such
      Person merging with or becoming a Subsidiary of such specified Person; and
      (2)
      Indebtedness secured by a Lien encumbering any asset acquired by such specified
      Person.





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





“ *Affiliate* ”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For purposes of this definition, “ control ,”
as
      used with respect to any Person, shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      or
      policies of such Person, whether through the ownership of voting securities,
      by
      agreement or otherwise; *provided* that
      beneficial ownership of 10% or more of the Voting Stock of a specified Person
      shall be deemed to be control by the other Person; *provided* ,
      further, that any third Person which also beneficially owns 10% or more of
      the
      Voting Stock of a specified Person shall not be deemed to be an Affiliate of
      either the specified Person or the other Person merely because of such common
      ownership in such specified Person. For purposes of this definition, the terms
      “ controlling ,”
      “ controlled
      by ”
and
      “ under
      common control with ”
shall
      have correlative meanings. Notwithstanding the preceding, the term “ Affiliate ”
shall
      not include a Restricted Subsidiary of any specified Person.





“ *Agent* ”
means
      any Registrar or Paying Agent.





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





“ *Asset
      Sale* ”
      means:





(1) the
      sale,
      lease, conveyance or other disposition of any assets, other than sales of
      inventory in the ordinary course of business; *provided* that the
      sale, lease, conveyance or other disposition of all or substantially all of
      the
      assets of the Company and its Restricted Subsidiaries taken as a whole will
      be
      governed by the provisions of Section 4.06 and/or the provisions of Article
      5
      hereof and not by the provisions of Section 4.07; and




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





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





(1)    
      any single transaction or series of related transactions that involves assets
      having a fair market value of less than $1.0 million;





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





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





(4)    
      a Restricted Payment that is permitted under Section 4.08 hereof or a Permitted
      Investment;





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





(6)    
      transfers of damaged, worn-out or obsolete equipment or assets that, in the
      Company’s reasonable judgment, are no longer used or useful in the business of
      the Company or its Restricted Subsidiaries;





(7)    
      surrender or waiver of contract rights or the settlement, release or surrender
      of contract, tort or other claims of any kind;





(8)    
      the creation or perfection of a Lien that is not prohibited by Section
      4.10;





(9)    
      the grant in the ordinary course of business of any non-exclusive license of
      patents, trademarks, registrations therefor and other similar intellectual
      property; and





(10)   
      the sale or discounting of accounts receivable in the ordinary course of
      business.





“ *Attributable
      Debt* ”
in
      respect of a sale and lease-back transaction means, at the time of
      determination, the present value of the obligation of the lessee for net rental
      payments during the remaining term of the lease included in such sale and
      lease-back transaction including any period for which such lease has been
      extended or may, at the option of the lessor, be extended. Such present value
      shall be calculated using a discount rate equal to the rate of interest implicit
      in such transaction, determined in accordance with GAAP.





“ *Available
      Cash* ”
has
      the
      meaning assigned to such term in the Partnership Agreement, as in effect on
      the
      Issue Date.





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





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


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“ *Board
      of Directors* ”
means,
      with respect to the Company or the Operating Company, the Board of Directors
      of
      the General Partner, or any authorized committee of such Board of Directors,
      and
      with respect to Finance Co or any other Subsidiary of the Company, the Board
      of
      Directors or managing members of such Person.





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





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





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





“ *Cash
      Equivalents* ”
      means:





(1) United
      States dollars;





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





(3) certificates
      of deposit, time deposits and eurodollar time deposits with maturities of one
      year or less from the date of acquisition, bankers’ acceptances with maturities
      not exceeding 365 days, demand and overnight bank deposits and other similar
      types of investments routinely offered by commercial banks, in each case, with
      any domestic commercial bank having a combined capital and surplus in excess
      of
      $500.0 million and a Thompson Bank Watch Rating of “B” or better;





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





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





(6) money
      market funds at least 95% of the assets of which constitute Cash Equivalents
      of
      the kinds described in clauses (1) through (5) of this definition.





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





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





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





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


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(3) the
      consummation of any transaction (including, without limitation, any merger
      or
      consolidation) the result of which is that any “person” or “group” (as that term
      is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
      successor provision), becomes the Beneficial Owner, directly or indirectly,
      of
      more than 50% of the Voting Stock of the General Partner, measured by voting
      power rather than number of shares; *provided* that a
      change of control shall not be deemed to occur solely as a result of a transfer
      of the general partnership interests of the Company or the Equity Interests
      in
      the General Partner to a new entity in contemplation of the initial public
      offering of such new entity, or as a result of any further offering of Equity
      Interests of such new entity (or securities convertible into such Equity
      Interests) so long as the persons or entities that beneficially own the general
      partnership interests of the Company or the Equity Interests in the General
      Partner on the Issue Date continue to hold the general partnership interests
      in
      such new entity (or, in the case of a new entity that is not a partnership,
      no
      other Person or group Beneficially Owns more than 50% of the Voting Stock of
      such new entity);





(4) the
      Company consolidates or merges with or into another Person or any Person
      consolidates or merges with or into the Company, in either case under this
      clause (4) in one transaction or a series of related transactions in which
      immediately after the consummation thereof Persons Beneficially Owning, directly
      or indirectly, Voting Stock representing in the aggregate a majority of the
      total voting power of the Voting Stock of the Company immediately prior to
      such
      consummation do not Beneficially Own, directly or indirectly, Voting Stock
      representing a majority of the total voting power of the Voting Stock of the
      Company or the surviving or transferee Person; or





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





“ *Code* ”
means
      the Internal Revenue Code of 1986, as amended from time to time, and the rules
      and regulations thereunder, and any successor thereto.





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





“ *Consolidated
      Cash Flow* ”
means,
      with respect to any Person for any period, the Consolidated Net Income of such
      Person for such period plus (without duplication):





(1) an
      amount
      equal to the dividends or distributions paid during such period in cash or
      Cash
      Equivalents to such Person or any of its Restricted Subsidiaries by a Person
      that is not a Restricted Subsidiary of such Person; *plus*





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





(3) the
      consolidated interest expense of such Person and its Restricted Subsidiaries
      for
      such period, whether paid or accrued (including, without limitation,
      amortization of debt issuance costs and original issue discount, non-cash
      interest payments, the interest component of any deferred payment obligations,
      the interest component of all payments associated with Capital Lease
      Obligations, imputed interest with respect to Attributable Debt, commissions,
      discounts and other fees and charges incurred in respect of letter of credit
      or
      bankers’ acceptance financings, and net of the effect of all payments made or
      received pursuant to interest-rate Hedging Obligations), to the extent that
      any
      such expense was deducted in computing such Consolidated Net Income; *plus*





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


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(5) an
      amount
      equal to any extraordinary loss plus any net loss realized by such Person or
      any
      of its Subsidiaries in connection with an Asset Sale, including any
      non-recurring charges relating to any premium or penalty paid, write-off of
      deferred financing costs or other financial recapitalization charges, in
      connection with redeeming or retiring any Indebtedness prior to its Stated
      Maturity, to the extent such losses were included in computing such Consolidated
      Net Income; *minus*





(6) non-cash
      items increasing such Consolidated Net Income for such period, other than items
      that were accrued in the ordinary course of business, in each case, on a
      consolidated basis and determined in accordance with GAAP.





Notwithstanding
      the preceding, the provision for taxes based on the income or profits of, and
      the depreciation, depletion and amortization and other non-cash charges of,
      a
      Restricted Subsidiary of the Company shall be added to Consolidated Net Income
      to compute Consolidated Cash Flow of the Company only to the extent that a
      corresponding amount would be permitted at the date of determination to be
      dividended or distributed to the Company by such Restricted Subsidiary without
      prior approval (that has not been obtained), pursuant to the terms of its
      charter and all agreements (other than this Indenture, the Notes or its
      Guarantee), instruments, judgments, decrees, orders, statutes, rules and
      governmental regulations applicable to that Restricted Subsidiary or its
      stockholders, partners or members.





“ *Consolidated
      Net Income* ”
means,
      with respect to any specified Person for any period, the aggregate of the Net
      Income of such Person and its Restricted Subsidiaries for such period, on a
      consolidated basis, determined in accordance with GAAP; provided that (without
      duplication):





(1) the
      aggregate Net Income (but not net loss in excess of such aggregate Net Income)
      of all Persons that are not Restricted Subsidiaries shall be excluded, except
      to
      the extent of the amount of dividends or distributions paid in cash to the
      specified Person or a Restricted Subsidiary of the Person (without
      duplication);





(2) the
      earnings included therein attributable to all entities that are accounted for
      by
      the equity method of accounting and the aggregate Net Income (but not net loss
      in excess of such aggregate Net Income) included therein attributable to all
      entities constituting Joint Ventures that are accounted for on a consolidated
      basis (rather than by the equity method of accounting) shall be excluded, except
      to the extent of the amount of dividends or distributions paid in cash to the
      specified Person or a Restricted Subsidiary of the Person;





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





(4) unrealized
      losses and gains under derivative instruments included in the determination
      of
      Consolidated Net Income, including, without limitation, those resulting from
      the
      application of Statement of Financial Accounting Standards No. 133, shall be
      excluded;





(5) the
      net
      operating income of Noark Pipeline System, LP attributable to a particular
      expansion project that is subject to a Permitted Noark Distribution to a holder
      of equity interests of Noark (other than the Company or one of its Restricted
      Subsidiaries) shall be excluded to the extent of the Permitted Noark
      Distribution with respect to such expansion project;





(6) the
      cumulative effect of a change in accounting principles shall be excluded;
      and


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





“ *Consolidated
      Net Tangible Assets* ”
means,
      with respect to any Person at any date of determination, the aggregate amount
      of
      total assets included in such Person’s most recent quarterly or annual
      consolidated balance sheet prepared in accordance with GAAP less applicable
      reserves reflected in such balance sheet, after deducting the following amounts:
      (1) all current liabilities reflected in such balance sheet, and (2) all
      goodwill, trademarks, patents, unamortized debt discounts and expenses and
      other
      like intangibles reflected in such balance sheet.





“ *Continuing
      Directors* ”
means,
      as of any date of determination, any member of the Board of Directors of the
      General Partner who (1) was a member of such Board of Directors on the Issue
      Date or (2) was nominated for election or elected to such Board of Directors
      with the approval of either (x) a majority of the Continuing Directors who
      were
      members of such Board at the time of such nomination or election, or (y) any
      “person” or “group” (as those terms are used in Section 13(d)(3) or Section
      14(d)(2) of the Exchange Act, or any successor provision) who owns all the
      general partnership interests or a majority of the Equity Interests of the
      General Partner.





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





“ *Credit
      Agreement* ”
means
      that certain Credit Agreement, dated April 14, 2005, and as amended as of
      October 31, 2005, among the Company, the Subsidiaries party thereto, the banks
      party thereto and Wachovia Bank, National Association, as administrative agent,
      including any related notes, guarantees, collateral documents, instruments
      and
      agreements executed in connection therewith, and in each case as amended,
      restated, modified, renewed, refunded, replaced, supplemented or refinanced
      in
      whole or in part from time to time.





“ *Credit
      Facilities* ”
means,
      with respect to the Company, Finance Co or any Restricted Subsidiary, one or
      more credit facilities or commercial paper facilities, including the Credit
      Agreement, in each case with banks, investment banks, insurance companies,
      mutual funds and/or institutional lenders providing for revolving credit loans,
      term loans, production payments, receivables or inventory financing (including
      through the sale of receivables or inventory to such lenders or to special
      purpose entities formed to borrow from such lenders against such receivables)
      or
      letters of credit, in each case, as amended, restated, modified, renewed,
      refunded, replaced, supplemented or refinanced in whole or in part from time
      to
      time.





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





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





“ *Disqualified
      Equity* ”
means
      any Equity Interest that, by its terms (or by the terms of any security into
      which it is convertible, or for which it is exchangeable, in each case at the
      option of the holder thereof), or upon the happening of any event, matures
      or is
      mandatorily redeemable, pursuant to a sinking fund obligation or otherwise,
      or
      redeemable at the option of the holder thereof, in whole or in part, on or
      prior
      to the date that is 91 days after the date on which the Notes mature.
      Notwithstanding the preceding sentence, any Equity Interest that would
      constitute Disqualified Equity solely because (i) the holders thereof have
      the
      right to require the Company or any of its Restricted Subsidiaries to repurchase
      such Equity Interests upon the occurrence of a change of control or an asset
      sale shall not constitute Disqualified Equity if the terms of such Equity
      Interests provide that the Company or any Restricted Subsidiary may not
      repurchase or redeem any such Equity Interests pursuant to such provisions
      unless such repurchase or redemption complies with Section 4.08 hereof or (ii)
      such Equity Interest is entitled to receive Permitted Noark Distributions in
      accordance with the terms of the Amended and Restated Agreement of Limited
      Partnership of Noark Pipeline System, LP as in effect on the Issue Date, in
      each
      case shall not constitute Disqualified Equity.


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





“ *Equity
      Interests* ”
      means:





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





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





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





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





(5) all
      warrants, options or other rights to acquire any of the interests described
      in
      clauses (1) through (4) above (but excluding any debt security that is
      convertible into, or exchangeable for, any of the interests described in clauses
      (1) through (4) above).





“ *Equity
      Offering* ”
means
      any public or private sale for cash of Equity Interests of the Company
      (excluding sales made to any Restricted Subsidiary, sales of Disqualified Equity
      and private sales to an Affiliate of the Company) after the Issue Date; *provided* that a
      private placement of Equity Interests will not be deemed an Equity Offering
      unless net cash proceeds of at least $10.0 million are received.





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





“ *Exchange
      Notes* ”
means
      the 8-1/8% Senior Notes due 2015, having terms substantially identical to the
      Notes, offered to the Holders of the Notes under an Exchange Offer Registration
      Statement.





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





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





“ *Existing
      Indebtedness* ”
means
      the aggregate principal amount of Indebtedness of the Company and its Restricted
      Subsidiaries in existence on the Issue Date.





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





“ *Fixed
      Charge Coverage Ratio* ”
means,
      with respect to any specified Person for any four-quarter reference period,
      the
      ratio of the Consolidated Cash Flow of such Person for such period to the Fixed
      Charges of such Person for such period. In the event that the specified Person
      or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays or
      redeems any Indebtedness (other than revolving credit borrowings not
      constituting a permanent commitment reduction) or issues or redeems Disqualified
      Equity subsequent to the commencement of the period for which the Fixed Charge
      Coverage Ratio is being calculated but prior to the date on which the event
      for
      which the calculation of the Fixed Charge Coverage Ratio is made (the
“ Calculation
      Date ”),
      then
      the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
      to
      such incurrence, assumption, guarantee, repayment or redemption of Indebtedness,
      or such issuance or redemption of Disqualified Equity, and the application
      of
      the net proceeds thereof as if the same had occurred at the beginning of the
      applicable four-quarter reference period (and if such Indebtedness is incurred
      to finance the acquisition of assets (including, without limitation, a single
      asset, a division or segment or an entire company) that were conducting
      commercial operations prior to such acquisition, there shall be included pro
      forma net income for such assets, as if such assets had been acquired on the
      first day of such period).


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





(1) acquisitions
      that have been made by the specified Person or any of its Restricted
      Subsidiaries, including through mergers or consolidations and including any
      related financing transactions, during the four-quarter reference period or
      subsequent to such reference period and on or prior to the Calculation Date
      shall be deemed to have occurred on the first day of the four-quarter reference
      period and pro forma effect will be given to the amount of net cost savings
      certified in an officer’s certificate executed by the Chief Financial Officer of
      the Company to have occurred or that are reasonably and in good faith projected
      to be realized within 12 months after, and as a result of, such acquisition
      and
      contractual commitments in effect or specified actions that have been taken
      or
      will within 90 days be commenced; *provided* that
      such cost savings are reasonably identifiable and factually
      supportable;





(2) designations
      of Restricted Subsidiaries and Unrestricted Subsidiaries during the four-quarter
      reference period or subsequent to such reference period and on or prior to
      the
      Calculation Date shall be deemed to have occurred on the first day of the
      four-quarter reference period;





(3)    
      the Consolidated Cash Flow attributable to discontinued operations, as
      determined in accordance with GAAP, and operations or businesses disposed of
      prior to the Calculation Date, shall be excluded;





(4)    
      the Fixed Charges attributable to discontinued operations, as determined in
      accordance with GAAP, and operations or businesses disposed of prior to the
      Calculation Date, shall be excluded, but only to the extent that the obligations
      giving rise to such Fixed Charges will not be obligations of the specified
      Person or any of its Restricted Subsidiaries following the Calculation
      Date;





(5)    
      interest on outstanding Indebtedness of the specified Person or any of its
      Restricted Subsidiaries as of the last day of the four-quarter reference period
      shall be deemed to have accrued at a fixed rate per annum equal to the rate
      of
      interest on such Indebtedness in effect on such last day after giving effect
      to
      any Hedging Obligation then in effect; and





(6)    
      if interest on any Indebtedness incurred by the specified Person or any of
      its
      Restricted Subsidiaries on such date may optionally be determined at an interest
      rate based upon a factor of a prime or similar rate, a eurocurrency interbank
      offered rate or other rates, then the interest rate in effect on the last day
      of
      the four-quarter reference period will be deemed to have been in effect during
      such period.





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





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





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





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


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(4)    
      the product of (a) all dividend payments, whether paid or accrued and whether
      or
      not in cash, on any series of Disqualified Equity of such Person or any of
      its
      Restricted Subsidiaries, other than dividend payments on Equity Interests
      payable solely in Equity Interests of the Company (other than Disqualified
      Equity) or to the Company or a Restricted Subsidiary of the Company, times
      (b) a
      fraction, the numerator of which is one and the denominator of which is one
      minus the then current combined federal, state and local statutory tax rate
      of
      such Person, expressed as a decimal;





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





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





“ *General
      Partner* ”
means
      Atlas Pipeline Partners GP, L.L.C., a Delaware limited liability company, and
      its successors and permitted assigns as general partner of the
      Company.





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





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





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





“ *Guarantee* ”
means,
      individually and collectively, the guarantees given by the Subsidiary Guarantors
      pursuant to Article 10 hereof, including a notation in the Notes substantially
      in the form attached hereto as Exhibit
      D .





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





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





“ *Hedging
      Obligations* ”
means,
      with respect to any Person, the obligations of such Person under interest rate
      and commodity price swap agreements, interest rate and commodity price cap
      agreements, interest rate and commodity price collar agreements and foreign
      currency and commodity price exchange agreements, options or futures contracts
      or other similar agreements or arrangements or Hydrocarbon hedge contracts
      or
      Hydrocarbon forward sales contracts, in each case designed to protect such
      Person against fluctuations in interest rates, foreign exchange rates, or
      commodities prices.





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





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





“ *IAI
      Global Note* ”
means
      the Global Note in the form of Exhibit
      A hereto
      bearing the Global Note Legend and the Private Placement Legend and that has
      the
“Schedule of Exchange of Interests in the Global Note” attached thereto and
      deposited with and registered in the name of the Depositary or its nominee
      that
      will be issued in a denomination equal to the outstanding principal amount
      of
      the Notes transferred to Institutional Accredited Investors in accordance with
      2.06(b)(iii)(C), subject to adjustment as provided in Section 2.06
      hereof.


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





(1)    
      in respect of borrowed money;





(2)    
      evidenced by bonds, notes, debentures or similar instruments or letters of
      credit (or reimbursement agreements in respect thereof);





(3)    
      in respect of banker’s acceptances;





(4)    
      representing Capital Lease Obligations;





(5)    
      representing all Attributable Debt of such Person in respect of any sale and
      lease-back transactions not involving a Capital Lease Obligation;





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





(7)    
      representing Disqualified Equity; or





(8)    
      representing any Hedging Obligations;





if
      and to
      the extent any of the preceding items (other than letters of credit,
      Disqualified Equity and Hedging Obligations) would appear as a liability upon
      a
      balance sheet of the specified Person prepared in accordance with GAAP. In
      addition, the term “ Indebtedness ”
      includes all Indebtedness of others secured by a Lien on any asset of the
      specified Person (whether or not such Indebtedness is assumed by the specified
      Person) and, to the extent not otherwise included, the guarantee by such Person
      of any indebtedness of any other Person, provided that a guarantee otherwise
      permitted by this Indenture to be incurred by the Company or any of its
      Restricted Subsidiaries of Indebtedness incurred by the Company or a Restricted
      Subsidiary in compliance with the terms of this Indenture shall not constitute
      a
      separate incurrence of Indebtedness.





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





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





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





(3)    
      in the case of any letter of credit, the maximum potential liability thereunder;
      and





(4)    
      the principal amount thereof, together with any interest thereon that is more
      than 30 days past due, in the case of any other indebtedness.





For
      purposes of clause (7) of the first paragraph of this definition, Disqualified
      Equity shall be valued at the maximum fixed redemption, repayment or repurchase
      price, which shall be calculated in accordance with the terms of such
      Disqualified Equity as if such Disqualified Equity were repurchased on any
      date
      on which Indebtedness shall be required to be determined pursuant to this
      Indenture; *provided* ,that
      if
      such Disqualified Equity is not then permitted by its terms to be redeemed,
      repaid or repurchased, the redemption, repayment or repurchase price shall
      be
      the book value of such Disqualified Equity. The amount of Indebtedness of any
      Person at any date shall be the outstanding balance at such date of all
      unconditional Obligations as described above and the maximum liability of any
      guarantees at such date; *provided* that for
      purposes of calculating the amount of any non-interest bearing or other discount
      security, such Indebtedness shall be deemed to be the principal amount thereof
      that would be shown on the balance sheet of the issuer thereof dated such date
      prepared in accordance with GAAP, but that such security shall be deemed to
      have
      been incurred only on the date of the original issuance
      thereof.


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





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





“ *Initial
      Purchasers* ”
means
      Wachovia Capital Markets, LLC, Banc of America Securities LLC and Lehman
      Brothers Inc.





“ *Institutional
      Accredited Investor* ”
means
      an institution that is an “accredited investor” as defined in Rule 501(a)(1),
      (2), (3) or (7) of the rules and regulations promulgated under the Securities
      Act.





“ *Interest
      Payment Date* ”
means
      Stated Maturity of an installment of interest on the Notes.





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





“ *Investments* ”
means,
      with respect to any Person, all investments by such Person in other Persons
      (including Affiliates) in the forms of direct or indirect loans (including
      guarantees of Indebtedness or other Obligations), advances (other than advances
      to customers in the ordinary course of business that are recorded as accounts
      receivable on the balance sheet of the lender and commission, moving, travel
      and
      similar advances to officers and employees made in the ordinary course of
      business) or capital contributions, purchases or other acquisitions for
      consideration of Indebtedness, Equity Interests or other securities, together
      with all items that are or would be classified as investments on a balance
      sheet
      prepared in accordance with GAAP. For purposes of the definition of
“UnrestrictedSubsidiary,” the definition of “Restricted Payment” and the
      covenant in Section 4.08 hereof, (1) the term “Investment” shall include the
      portion (proportionate to the Company’s Equity Interest in such Subsidiary) of
      the fair market value of the net assets of any Subsidiary of the Company or
      any
      of its Restricted Subsidiaries at the time that such Subsidiary is designated
      an
      Unrestricted Subsidiary, and (2) any property transferred to or from an
      Unrestricted Subsidiary shall be valued at its fair market value at the time
      of
      such transfer, in each case as determined in good faith by the Board of
      Directors of the General Partner. If the Company or any Restricted Subsidiary
      of
      the Company sells or otherwise disposes of any Equity Interests of any direct
      or
      indirect Restricted Subsidiary of the Company such that, after giving effect
      to
      any such sale or disposition, such Person is no longer a Restricted Subsidiary
      of the Company, the Company shall be deemed to have made an Investment on the
      date of any such sale or disposition equal to the fair market value of the
      Equity Interests of such Restricted Subsidiary not sold or disposed of in an
      amount determined as provided in the final paragraph of Section 4.08(b)
      hereof.





“ *Issue
      Date* ”
means
      December 20, 2005.





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





“ *Joint
      Venture* ”
means
      any Person that is not a direct or indirect Subsidiary of the Company in which
      the Company or any of its Restricted Subsidiaries makes any Investment; *provided* that the
      Company and its Restricted Subsidiaries own at least 20% of the Equity Interests
      of such Person on a fully diluted basis or control the management of such Person
      pursuant to a contractual agreement.





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


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





“ *Lien* ”
means,
      with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,
      charge, security interest, hypothecation, assignment for security, claim,
      preference, priority or encumbrance of any kind in respect of such asset,
      whether or not filed, recorded or otherwise perfected under applicable law,
      including any conditional sale or other title retention agreement or any lease
      in the nature thereof, any option or other agreement to grant a security
      interest in and any filing of or agreement to give any financing statement
      under
      the Uniform Commercial Code (or equivalent statute) of any jurisdiction other
      than a precautionary financing statement respecting a lease not intended as
      a
      security agreement.





“ *Make
      Whole Amount* ”
means,
      with respect to any Note at any redemption date, the greater of (A) 1.0% and
      (B)
      the excess, if any, of (1) an amount equal to the present value of (a) the
      redemption price of such Note at December 15, 2010 plus (b) the remaining
      scheduled interest payments on the Notes to be redeemed (subject to the right
      of
      Holders on the relevant record date to receive interest due on the relevant
      Interest Payment Date) to December 15, 2010 (other than interest accrued to
      the
      redemption date), computed using a discount rate equal to the Treasury Rate
      plus
      50 basis points, over (2) the aggregate principal amount of the Notes to be
      redeemed.





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





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





(1)    
      the aggregate after tax effect on gains and losses realized in connection
      with:





(a)    
      any Asset Sale; or





(b)    
      the disposition of any securities by such Person or any of its Restricted
      Subsidiaries; and





(2)    
      other than for purposes of Section 4.08 hereof, any extraordinary gain or loss,
      together with any related provision for taxes on such extraordinary gain or
      loss.





“ *Net
      Proceeds* ”
means,
      with respect to any Asset Sale or sale of Equity Interests, the aggregate
      proceeds received by the Company or any of its Restricted Subsidiaries in cash
      or Cash Equivalents in respect of any Asset Sale or sale of Equity Interests
      (including, without limitation, any cash received upon the sale or other
      disposition of any non-cash consideration received in any such sale), net of,
      without duplication, (1) the direct costs relating to such Asset Sale or sale
      of
      Equity Interests, including, without limitation, brokerage commissions and
      legal, accounting and investment banking fees, sales commissions, recording
      fees, title transfer fees, and any relocation expenses incurred as a result
      thereof, (2) taxes paid or payable as a result thereof, in each case after
      taking into account any available tax credits or deductions and any tax sharing
      arrangements, (3) amounts required to be applied to the repayment of
      Indebtedness secured by a Lien on the asset or Equity Interests that were the
      subject of such Asset Sale or sale of Equity Interests, (4) all distributions
      and payments required to be made to minority interest holders in Restricted
      Subsidiaries as a result of such Asset Sale and (5) any amounts to be set aside
      in any reserve established in accordance with GAAP or any amount placed in
      escrow, in either case for adjustment in respect of the sale price of such
      asset
      or Equity Interests or for liabilities associated with such Asset Sale or sale
      of Equity Interests and retained by the Company or any of its Restricted
      Subsidiaries until such time as such reserve is reversed or such escrow
      arrangement is terminated, in which case Net Proceeds shall include only the
      amount of the reserve so reversed or the amount returned to the Company or
      its
      Restricted Subsidiaries from such escrow arrangement, as the case may
      be.





“ *Non-Recourse
      Debt* ”
means
      Indebtedness as to which:




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





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





(3)    
      the lenders have been notified in writing that they will not have any recourse
      to the stock or assets of the Company or any of its Restricted
      Subsidiaries.





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





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





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





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





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





“ *Offering
      Memorandum* ”
means
      the offering memorandum of the Issuers dated December 15, 2005 relating to
      the
      Offering.





“ *Officer* ”
means,
      with respect to any Person, the Chairman of the Board, the Chief Executive
      Officer, the President, the Chief Operating Officer, the Chief Financial
      Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer,
      the Controller, the Secretary or any Vice President of such Person (or, with
      respect to the Company or the Operating Company, so long as it remains a
      partnership, the General Partner).





“ *Officers’
      Certificate* ”
means
      a
      certificate signed on behalf of each of the Company and Finance Co by two of
      its
      Officers (or so long as they remain partnerships, Officers of the General
      Partner), one of whom must be the principal executive officer, the principal
      financial officer or the principal accounting officer of such Person, that
      meets
      the requirements of Section 12.05 hereof.





“ *Operating
      Company* ”
means
      Atlas Pipeline Operating Partnership, L.P., a Delaware limited liability
      company, and its successors.





“ *Operating
      Surplus* ”
shall
      have the meaning assigned to such term in the Partnership Agreement, as in
      effect on the Issue Date.





“ *Opinion
      of Counsel* ”
means
      an opinion from legal counsel who is reasonably acceptable to the Trustee,
      that
      meets the requirements of Section 12.05 hereof. The counsel may be an employee
      of or counsel to the Company, Finance Co or the General Partner (or any
      Subsidiary Guarantor, if applicable), any Subsidiary of the Company or the
      Trustee.





“ *Participant* ”
means
      a
      Person who has an account with DTC.





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


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“ *Partnership
      Agreement* ”
means
      the Second Amended and Restated Agreement of Limited Partnership of the Company,
      dated as of March 9, 2004, as such may be amended, modified or supplemented
      from
      time to time.





*“Permitted
      Asset Swap”* means
      the concurrent purchase and sale or exchange of assets used in a Permitted
      Business or a combination of assets used in a Permitted Business and cash or
      Cash Equivalents between the Company or any of its Restricted Subsidiaries
      and
      another Person.





“ *Permitted
      Business* ”
means
      either (1) gathering, transporting, treating, processing, marketing or otherwise
      handling Hydrocarbons, or activities or services reasonably related or ancillary
      thereto including entering into Hedging Obligations to support these businesses,
      or (2) any other business that generates gross income at least 90% of which
      constitutes “qualifying income” under Section 7704(d)(1)(E) of the
      Code.





“ *Permitted
      Investments* ”
      means:





(1)    
      any Investment in, or that results in the creation of, any Restricted Subsidiary
      of the Company;





(2)    
      any Investment in the Company or in a Restricted Subsidiary of the Company
      (excluding redemptions, purchases, acquisitions or other retirements of Equity
      Interests in the Company);





(3)    
      any Investment in cash or Cash Equivalents;





(4)    
      any Investment by the Company or any Restricted Subsidiary of the Company in
      a
      Person if as a result of such Investment:





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





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





(5)    
      any Investment made as a result of the receipt of consideration consisting
      of
      other than cash or Cash Equivalents from an Asset Sale that was made pursuant
      to
      and in compliance with Section 4.07;





(6)    
      any Investment in a Person solely in exchange for the issuance of Equity
      Interests (other than Disqualified Equity) of the Company;





(7)    
      Investments in stock, obligations or securities received in settlement of debts
      owing to the Company or any of its Restricted Subsidiaries as a result of
      bankruptcy or insolvency proceedings or upon the foreclosure, perfection or
      enforcement of any Lien in favor of the Company or any such Restricted
      Subsidiary, in each case as to debt owing to the Company or any such Restricted
      Subsidiary that arose in the ordinary course of business of the Company or
      any
      such Restricted Subsidiary;





(8)    
      any Investment in Hedging Obligations permitted to be incurred under Section
      4.09 hereof;





(9)    
      other investments in any Person engaged in a Permitted Business (other than
      an
      Investment in an Unrestricted Subsidiary) having an aggregate fair market value
      (measured on the date each such Investment was made and without giving effect
      to
      subsequent changes in value), when taken together with all other Investments
      made pursuant to this clause (9) since the Issue Date and existing at the time
      of the Investment, which is the subject of the determination, was made, not
      to
      exceed the greater of (a) $10.0 million and (b) 2.50% of Consolidated Net
      Tangible Assets;





(10)    
      any Investment in the notes and Investments existing on the Issue Date;
      and


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(11)    Investments
      consisting of purchases and acquisitions of inventory, supplies, materials
      and
      equipment or purchases of contract rights or licenses or leases of intellectual
      property, in each case in the ordinary course of business.





“ *Permitted
      Liens* ”
      means:





(1)    
      Liens securing Indebtedness under the Credit Facilities permitted to be incurred
      under this Indenture provided that all such Liens are pari passu with each
      other;





(2)    
      Liens in favor of the Company or any of its Restricted
      Subsidiaries;





(3)    
      any interest or title of a lessor in the property subject to a Capital Lease
      Obligation;





(4)    
      Liens on property (including Equity Interests) of a Person existing at the
      time
      such Person is merged with or into or consolidated with the Company or any
      Restricted Subsidiary of the Company, provided that such Liens were in existence
      prior to, and were not obtained in contemplation of, such merger or
      consolidation and do not extend to any assets other than those of the Person
      merged into or consolidated with the Company or such Restricted
      Subsidiary;





(5)    
      Liens on property existing at the time of acquisition thereof by the Company
      or
      any Restricted Subsidiary of the Company, provided that such Liens were in
      existence prior to, and were not obtained in contemplation of, such acquisition
      and relate solely to such property, accessions thereto and the proceeds
      thereof;





(6)    
      Liens to secure the performance of tenders, bids, leases, statutory or
      regulatory obligations, surety, indemnity or appeal bonds, government contracts,
      performance bonds or other obligations of a like nature incurred in the ordinary
      course of business;





(7)    
      Liens on any property or asset acquired, constructed or improved by the Company
      or any Restricted Subsidiary, which (a) are in favor of the seller of such
      property or assets, in favor of the Person constructing or improving such asset
      or property, or in favor of the Person that provided the funding for the
      acquisition, construction or improvement of such asset or property, (b) are
      created within 360 days after the date of acquisition, construction or
      improvement, (c) secure the purchase price or construction or improvement cost,
      as the case may be, of such asset or property in an amount not to exceed the
      lesser of (i) the cost to the Company and its Restricted Subsidiaries of such
      acquisition, construction or improvement of such asset or property and (ii)
      100%
      of the fair market value (as determined by the Board of Directors of the General
      Partner) of such acquisition, construction or improvement of such asset or
      property, and (d) are limited to the asset or property so acquired, constructed
      or improved (including proceeds thereof, accessions thereto and upgrades
      thereof);





(8)    
      Liens to secure performance of Hedging Obligations of the Company or a
      Restricted Subsidiary;





(9)    
      Liens existing on the Issue Date and Liens in connection with any extensions,
      refinancing, renewal, replacement or defeasance of any Indebtedness or other
      obligation secured thereby; *provided* that (a)
      the principal amount of the Indebtedness secured by such Lien is not increased
      and (b) no assets are encumbered by any such Lien other than the assets
      encumbered immediately prior to such extension, refinancing, renewal,
      replacement or defeasance;





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


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(11)    Liens
      arising under operating agreements, joint venture agreements, partnership
      agreements, oil and gas leases, farmout agreements, division orders, contracts
      for sale, transportation or exchange of oil and natural gas, unitization and
      pooling declarations and agreements, area of mutual interest agreements and
      other agreements arising in the ordinary course of the Company’s or any
      Restricted Subsidiary’s business that are customary in the Permitted Business; *provided* that any
      Liens arising under operating agreements, joint venture agreements, partnership
      agreements and the like are non-recourse to the Company and its Subsidiaries
      and
      only attach to Equity Interests in the applicable joint venture, partnership
      or
      other entity that is the subject of such agreement, and liens deemed to exist
      as
      a result of Permitted Noark Distributions;





(12)    Liens
      securing the Obligations of the Issuers under the Notes and this Indenture
      and
      of the Subsidiary Guarantors under the Guarantees;





(13)    Liens
      upon specific items of inventory or other goods and proceeds thereof of any
      Person securing such Person’s Obligations in respect of bankers’ acceptances
      issued or created for the account of such Person to facilitate the purchase,
      shipment or storage of such inventory or other goods and permitted by Section
      4.09 hereof;





(14)    Liens
      securing any indebtedness equally and ratably with all Obligations due under
      the
      Notes or any Guarantee pursuant to a contractual covenant that limits liens
      in a
      manner substantially similar to Section 4.10 hereof; and





(15)    Liens
      incurred in the ordinary course of business of the Company or any Restricted
      Subsidiary of the Company with respect to Obligations that do not exceed 5%
      of
      Consolidated Net Tangible Assets at any one time outstanding.





During
      any covenant suspension pursuant to Section 4.20 hereof, for purposes of
      complying with Section 4.10, the Liens described in clauses (1) and (15) of
      this
      definition of “Permitted Liens” will be Permitted Liens only to the extent those
      Liens secure Indebtedness not exceeding, at the time of determination, 10%
      of
      the Consolidated Net Tangible Assets of the Company.





*“Permitted
      Noark Distributions”* means
      dividends or distributions payable to a holder of equity interests of Noark
      Pipeline System, LP that made a Special Capital Contribution (as defined in
      the
      Noark Pipeline System, LP Amended and Restated Agreement of Limited Partnership
      as in effect on the Issue Date) specifically to finance a particular expansion
      project; *provided* that
      such dividends or distributions, in the aggregate with respect to any expansion
      project, shall not exceed the additional or incremental net operating income
      of
      Noark attributable to such expansion project and shall not exceed 200% of such
      holder’s Special Capital Contributions made in respect of such expansion
      project.





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





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





(2)    
      such Permitted Refinancing Indebtedness has a final maturity date no earlier
      than the final maturity date of, and has a Weighted Average Life to Maturity
      equal to or greater than the Weighted Average Life to Maturity of, the
      Indebtedness being extended, refinanced, renewed, replaced, defeased or
      refunded;





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


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(4)    
      such Indebtedness is not incurred by a Restricted Subsidiary if the Company
      is
      the obligor on the Indebtedness being extended, refinanced, renewed, replaced,
      defeased or refunded.





For
      the
      avoidance of doubt, the foregoing clauses (1) through (4) shall not apply to
      extensions, refinancings, renewals, replacements, defeasances or refunds of
      the
      Credit Facility.





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





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





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





“ *Rating
      Agency* ”
means
      each of Standard & Poors and Moody’s, or if Standard & Poors or Moody’s
      or both shall not make a rating on the Notes publicly available, a nationally
      recognized statistical rating agency or agencies, as the case may be, selected
      by the Issuers (as certified by a resolution of the Board of Directors of the
      General Partner) which shall be substituted for Standard & Poors or Moody’s,
      or both, as the case may be.





“ *Registrable
      Securities* ”
has
      the
      meaning set forth in the Registration Rights Agreement applicable to such
      Notes.





“ *Registration
      Rights Agreement* ”
means
      (1) with respect to the Notes issued on the Issue Date that certain agreement
      among the Issuers, the Subsidiary Guarantors and the Initial Purchasers
      requiring the Issuers and the Subsidiary Guarantors to file an Exchange Offer
      Registration Statement and a Shelf Registration Statement, and (2) any other
      registration rights agreement relating to any additional Notes issued by the
      Issuers after the Issue Date pursuant to Section 2.02.





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





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





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





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





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





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





“ *Restricted
      Subsidiary* ”
of
      a
      Person means any Subsidiary of the referenced Person that is not an Unrestricted
      Subsidiary. Notwithstanding anything in this Indenture to the contrary, each
      of
      Finance Co and the Operating Company shall be a Restricted Subsidiary of the
      Company.





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





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


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





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





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





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





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





“ *Significant
      Subsidiary* ”
means
      any Subsidiary that would be a “significant subsidiary” as defined in Article1,
      Rule1-02 of RegulationS-X, promulgated pursuant to the Securities Act and the
      Exchange Act, as such Regulation is in effect on the Issue Date.





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





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





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





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





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





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





“ *Subsidiary
      Guarantors* ”
means
      each of:





(1)    
      each Restricted Subsidiary of the Company existing on the Issue
      Date;





(2)    
      any other Subsidiary of the Company that becomes a Subsidiary Guarantor in
      accordance with the provisions of Section 4.13 and Article 10 of this Indenture;
      and





(3)    
      their respective successors and assigns;





in
      each
      case until such Subsidiary Guarantor ceases to be such in accordance with this
      Indenture. Notwithstanding anything in this Indenture to the contrary, Finance
      Co shall not be a Subsidiary Guarantor.


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“ *Tax
      Payment* ”
means
      any payment of foreign, federal, state or local tax liabilities.





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





“ *Treasury
      Rate* ”
means,
      at the time of computation, the yield to maturity of United States Treasury
      securities with a constant maturity (as compiled and published in the most
      recent Federal Reserve Statistical Release H.15(519) which has become publicly
      available at least two Business Days prior to the redemption date or, if such
      Statistical Release is no longer published, any publicly available source of
      similar market data) most nearly equal to the period from the redemption date
      to
      December 15, 2010; *provided,
      however* ,
      that if
      such period is not equal to the constant maturity of a United States Treasury
      security for which a weekly average yield is given, the Treasury Rate shall
      be
      obtained by linear interpolation (calculated to the nearest one-twelfth of
      a
      year) from the weekly average yields of United States Treasury securities for
      which such yields are given, except that if the period from the redemption
      date
      to December 15, 2010 is less than one year, the weekly average yield on actually
      traded United States Treasury securities adjusted to a constant maturity of
      one
      year shall be used. The Treasury Rate shall be calculated on the third Business
      Day preceding the redemption date. Any weekly average yields calculated by
      interpolation shall be rounded to the nearest 1/100th of 1%, with any figure
      of
      1/200th of 1% or above being rounded upward.





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





“ *U.S.
      Government Obligations* ”
means
      securities that are (1) direct Obligations of the United States of America
      for
      the payment of which its full faith and credit is pledged and (2) 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 (1) or (2) above, are not callable
      or redeemable at the option of the issuers thereof.





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





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





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





“ *Unrestricted
      Subsidiary* ”
means
      any Subsidiary of the Company (other than Finance Co or the Operating Company)
      that is designated by the Board of Directors of the General Partner as an
      Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
      that such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt;
      (2)
      is not a party to any agreement, contract, arrangement or understanding with
      the
      Company or any Restricted Subsidiary of the Company unless the terms of any
      such
      arrangement, contract, arrangement or understanding are no less favorable to
      the
      Company or such Restricted Subsidiary than those that might be obtained at
      the
      time from Persons who are not Affiliates of the Company; (3) is a Person with
      respect to which neither the Company nor any of its Restricted Subsidiaries
      has
      any direct or indirect obligation (a) to subscribe for additional Equity
      Interests or (b) to maintain or preserve such Person’s financial condition or to
      cause such Person to achieve any specified levels of operating results; and
      (4)
      has not guaranteed or otherwise directly or indirectly provided credit support
      for any Indebtedness of the Company or any of its Restricted Subsidiaries.
      Notwithstanding anything in this Indenture to the contrary, neither Finance
      Co
      nor the Operating Company shall be designated as an Unrestricted
      Subsidiary.


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





“ *Voting
      Stock* ”
of
      any
      Person as of any date means the Equity Interests of such Person pursuant to
      which the holders thereof have the general voting power under ordinary
      circumstances to elect at least a majority of the board of directors, managers,
      general partners or trustees of such Person (regardless of whether, at the
      time,
      Equity Interests of any other class or classes shall have, or might have, voting
      power by reason of the occurrence of any contingency) or, with respect to a
      partnership (whether general or limited), any general partner interest in such
      partnership.





“ *Weighted
      Average Life to Maturity* ”
means,
      when applied to any Indebtedness at any date, the number of years obtained
      by
      dividing: (1) the sum of the products obtained by multiplying (a) the amount
      of
      each then remaining installment, sinking fund, serial maturity or other required
      payments of principal, including payment at final maturity, in respect thereof,
      by (b) the number of years (calculated to the nearest one-twelfth) that will
      elapse between such date and the making of such payment; by (2) the then
      outstanding principal amount of such indebtedness.





Section
                1.02.
            Other
                Definitions.





TERM
            DEFINED
                IN SECTION*“Affiliate
                Transaction”*
            4.12*“Alternate
                Offer”*
            4.06(h)*“Asset
                Sale Offer”*
            3.09*“Calculation
                Date”*
            1.01
                (definition of Fixed Charge Coverage Ratio)*“Change
                of Control Offer”*
            4.06(a)*“Change
                of Control Payment”*
            4.06(a)*“Change
                of Control Payment Date”*
            4.06(b)*“Covenant
                Defeasance”*
            8.03*“DTC”*
            2.03*“Event
                of Default”*
            6.01*“Excess
                Proceeds”*
            4.07(c)*“Incremental
                Funds”*
            4.08(a)*“incur”*
            4.09(a)*“Legal
                Defeasance”*
            8.02*“Offer
                Amount”*
            3.09*“Offer
                Period”*
            3.09*“Paying
                Agent”*
            2.03*“Payment
                Default”*
            6.01(f)*“Permitted
                Debt”*
            4.09(b)*“Purchase
                Date”*
            3.09*“Registrar”*
            2.03*“Reinstatement
                Date”*
            4.20*“Restricted
                Payments”*
            4.08(a)*“Suspended
                Covenants”*
            4.20





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





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





“ indenture
      securities ”
means
      the Notes and the Guarantees;


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





“ indenture
      to be qualified ”
means
      this Indenture;





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





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





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





Section
                1.04.
            Rules
                of Construction.





Unless
      the context otherwise requires:





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





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





(3)    
      “or” is not exclusive;





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





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





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





ARTICLE
      2




THE
      NOTES





Section
                2.01.
            Form
                and Dating.





The
      Notes
      and the Trustee’s certificate of authentication shall be substantially in the
      form of Exhibit
      A hereto.
      The notation on each Note relating to the Guarantees shall be substantially
      in
      the form set forth on Exhibit
      D ,
      which
      is a part of this Indenture. The Notes may have notations, legends or
      endorsements required by law, stock exchange rule or usage. Each Note shall
      be
      dated the date of its authentication. The Notes shall be in denominations of
      $1,000 and integral multiples thereof.





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





Notes
      issued in global form shall be substantially in the form of Exhibit
      A attached
      hereto (including the Global Note Legend and the “Schedule of Exchanges in the
      Global Note” attached thereto). Notes issued in definitive form shall be
      substantially in the form of ExhibitA attached
      hereto (but without the Global Note Legend, the phrase identified in footnote3
      thereto and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note shall represent such of the outstanding
      Notes as shall be specified therein and each shall provide that it shall
      represent the aggregate principal amount of outstanding Notes from time to
      time
      endorsed thereon and that the aggregate principal amount of outstanding Notes
      represented thereby may from time to time be reduced or increased, as
      appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
      Note to reflect the amount of any increase or decrease in the aggregate
      principal amount of outstanding Notes represented thereby shall be made by
      the
      Trustee or the Note Custodian, at the direction of the Trustee, in accordance
      with instructions given by the Holder thereof as required by Section 2.06
      hereof.


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Section
                2.02.
            Execution
                and Authentication.





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





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





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





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





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





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





Section2.03.
            Registrar
                and Paying Agent.





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





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





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


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Section
                2.04.
            Paying
                Agent to Hold Money in Trust.





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





Section
                2.05.
            Holder
                Lists.





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





Section
                2.06.
            Transfer
                and Exchange.





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





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


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





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





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





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





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





(C)    
      if the transferee will take delivery in the form of a beneficial interest in
      the
      IAI Global Note, then the transferor must deliver (x) a certificate in the
      form
      of Exhibit
      B hereto,
      including the certifications and certificates and Opinion of Counsel required
      by
      item (3)(c) thereof, if applicable.





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





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





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


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





(D)    
      the Registrar receives the following:





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





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





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





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





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





(c) Transfer
      or Exchange of Beneficial Interests for Certificated Notes .
      A
      beneficial interest in a Global Note cannot be exchanged for, or transferred
      to
      Persons who take delivery thereof in the form of, a Certificated Note, except
      in
      the circumstances specified in Section 2.06(a).





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





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





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





(A)    
      if the transfer will be made pursuant to Rule 144A under the Securities Act,
      then the transferor


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





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





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





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





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





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





(D)    
      the Registrar receives the following:





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





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





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





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


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





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





(i) Private
      Placement Legend .





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





“THIS
      SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
      MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
      SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY
      EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT: (A) SUCH SECURITY
      MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (I) (A) FOR
      SO
      LONG AS THE SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT
      TO A
      PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
      THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A, (B) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN
      A
      TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 UNDER THE SECURITIES
      ACT, (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE
      501(A)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED
      INVESTOR”)) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER
      CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH MAY BE
      OBTAINED FROM THE TRUSTEE AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
      PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE
      TO THE ISSUER THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT,
      OR
      (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF
      THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL, IF THE ISSUER SO
      REQUESTS), (II) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, OR (III)PURSUANT
      TO AN
      EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
      IS
      REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCE HEREBY OF
      THE
      RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.”


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





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





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





“UNLESS
      AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
      THIS
      NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
      OF
      THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
      NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
      SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
      CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST
      COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“ DTC ”),
      TO
      THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
      OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
      ANY
      PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
      FOR
      VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”





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





(i) General
      Provisions Relating to Transfers and Exchanges .





(i)    
      To permit registrations of transfers and exchanges, the Issuers shall execute
      and the Trustee shall authenticate Global Notes and Certificated Notes (in
      each
      case, accompanied by a notation of the Guarantees duly endorsed by the
      Subsidiary Guarantors) upon the Issuers’ order or at the Registrar’s
      request.


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





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





(iv)    All
      Global Notes and Certificated Notes (in each case, accompanied by a notation
      of
      the Guarantees duly endorsed by the Subsidiary Guarantors) issued upon any
      registration of transfer or exchange of Global Notes or Certificated Notes
      shall
      be the valid obligations of the Issuers and the Subsidiary Guarantors,
      evidencing the same debt, and entitled to the same benefits under this
      Indenture, as the Global Notes or Certificated Notes surrendered upon such
      registration of transfer or exchange.





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





(vi)    Prior
      to due presentment for the registration of a transfer of any Note, the Trustee,
      any Agent, the Issuers and the Subsidiary Guarantors may deem and treat the
      Person in whose name any Note is registered as the absolute owner of such Note
      for the purpose of receiving payment of principal of and interest on such Notes
      and for all other purposes, and none of the Trustee, any Agent, the Issuers
      or
      any Subsidiary Guarantor shall be affected by notice to the
      contrary.





(vii)   The
      Trustee shall authenticate Global Notes and Certificated Notes (in each case,
      accompanied by a notation of the Guarantees duly endorsed by the Subsidiary
      Guarantors) in accordance with the provisions of Section 2.02
      hereof.





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





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





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





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


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Section
                2.07.
            Replacement
                Notes.





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





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





Section
                2.08.
            Outstanding
                Notes.





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





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





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





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





Section
                2.09.
            Treasury
                Notes.





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


Section
                  2.10.
              Temporary
                  Notes.





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





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




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Section
                2.11.
            Cancellation.





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





Section
                2.12.
            Defaulted
                Interest.





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





Section
                2.13.
            CUSIP
                Numbers.





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





ARTICLE
      3


REDEMPTION
      AND PREPAYMENT





Section
                3.01.
            Notices
                to Trustee.





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





Section
                3.02.
            Selection
                of Notes to Be Redeemed.





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





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





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


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No
      Notes
      of $1,000 or less shall be redeemed in part. Notices of redemption shall be
      mailed by first class mail at least 30 but not more than 60 days before the
      redemption date to each Holder of Notes to be redeemed at its registered
      address. Notices of redemption may not be conditional.





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





Section
                3.03.
            Notice
                of Redemption.





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





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





(a)    
      the redemption date;





(b)    
      the redemption price;





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





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





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





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





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





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





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





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





Section
                3.04.
            Effect
                of Notice of Redemption.





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


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Section
                3.05.
            Deposit
                of Redemption Price.





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





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





Section
                3.06.
            Notes
                Redeemed in Part.





Upon
      surrender of a Note that is redeemed in part, the Issuers shall issue and,
      upon
      the Issuers’ written request, the Trustee shall authenticate for the Holder at
      the expense of the Issuers a new Note (accompanied by a notation of the
      Guarantees duly endorsed by the Subsidiary Guarantors) equal in principal amount
      to the unredeemed portion of the Note surrendered.





Section
                3.07.
            Optional
                Redemption.





(a)    
      Except as set forth in clauses (b) and (c) of this Section 3.07, the Issuers
      shall not have the option to redeem the Notes prior to December 15, 2010. On
      or
      after December 15, 2010, the Issuers shall have the option to redeem all or,
      from time to time, a part of the Notes, at the redemption prices (expressed
      as
      percentages of principal amount) set forth below, plus accrued and unpaid
      interest (including Additional Interest, if any) to the applicable redemption
      date (subject to the rights of Holders of record on the relevant record date
      to
      receive interest due on an Interest Payment Date), if redeemed during the
      twelve-month period beginning on December 15 of the years indicated
      below:




YEAR
            
            PERCENTAGE2010
            
            
            104.0625
            %2011
            
            
            102.7083
            %2012
            
            
            101.3542
            %2013
                and thereafter
            
            
            100.000
            %





(b)    
      On or before December 15, 2010, the Issuers may redeem all or, from time to
      time, a part of the Notes upon not less than 30 nor more than 60 days’ notice,
      at a redemption price equal to:





(i)    
      100% of the aggregate principal amount of the Notes to be redeemed, plus accrued
      and unpaid interest, if any, to the applicable redemption date (subject to
      the
      right of Holders of record on the relevant record date to receive interest
      due
      on an Interest Payment Date), plus





(ii)    
      the Make Whole Amount.





(c)    
      On or before December 15, 2008, the Issuers may on any one or more occasions
      redeem in the aggregate up to 35% of the aggregate principal amount of Notes
      issued hereunder with the net cash proceeds of one or more Equity Offerings
      at a
      redemption price equal to 108.125% of the principal amount of the Notes to
      be
      redeemed, plus accrued and unpaid interest, if any, to the redemption date
      (subject to the right of Holders of record on a record date to receive interest
      due on the relevant Interest Payment Date); *provided* that


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(i)    
      at least 65% of the aggregate principal amount of Notes issued hereunder remains
      outstanding after each such redemption; and





(ii)    any
      redemption occurs within 90 days after the closing of such Equity Offering
      (without regard to any over-allotment option).





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





Section3.08.
            Mandatory
                Redemption.





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





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





In
      the
      event that, pursuant to Section 4.07 hereof, the Issuers shall be required
      to
      commence a pro rata offer (an “ Asset
      Sale Offer ”)
      to all
      Holders and all holders of other Indebtedness that is pari passu with the Notes
      containing provisions similar to those set forth in this Indenture with respect
      to offers to purchase or redeem with the Net Proceeds of sales of assets to
      purchase Notes and such other pair passu Indebtedness, it shall follow the
      procedures specified below.





The
      Asset
      Sale Offer shall remain open for a period of at least 30 days following its
      commencement but no longer than 60 days, except to the extent that a longer
      period is required by applicable law (the “ Offer
      Period ”).
      Promptly after the termination of the Offer Period (the “ Purchase
      Date ”),
      the
      Issuers shall purchase the principal amount of Notes required to be purchased
      pursuant to Section 4.07 hereof (the “ Offer
      Amount ”)
      or, if
      less than the Offer Amount has been tendered, all Notes tendered and not
      withdrawn in response to the Asset Sale Offer. Payment for any Notes so
      purchased shall be made in the same manner as interest payments are
      made.





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





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





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





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





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





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


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





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





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





On
      the
      Purchase Date, the Issuers shall, to the extent lawful, accept for payment,
      on a
      pro rata basis to the extent necessary, the Offer Amount of Notes or portions
      thereof validly tendered and not properly withdrawn pursuant to the Asset Sale
      Offer, or if less than the Offer Amount has been validly tendered and not
      properly withdrawn, all Notes so tendered and not withdrawn, shall deposit
      by
      11:00 a.m., New York time, with the Paying Agent or depositary an amount equal
      to the purchase price in respect of all Notes or portions thereof accepted
      for
      payment, and shall deliver to the Trustee an Officers’ Certificate stating that
      such Notes or portions thereof were accepted for payment by the Issuers in
      accordance with the terms of this Section 3.09. Upon surrender and cancellation
      of a Certificated Note that is purchased in part, the Issuers shall promptly
      issue and the Trustee shall authenticate and deliver to the surrendering Holder
      of such Certificated Note a new Certificated Note equal in principal amount
      to
      the unpurchased portion of such surrendered Certificated Note; provided that
      each such new Certificated Note shall be in a principal amount of $1,000 or
      an
      integral multiple thereof. Respecting a Global Note that is purchased in part
      pursuant to an Asset Sale Offer, the Trustee shall make an endorsement thereon
      to reduce the principal amount of such Global Note to an amount equal to the
      unpurchased portion of such Global Note, as provided in Section 2.06(h) hereof.
      The depositary or the Paying Agent, as the case may be, shall promptly mail
      or
      deliver to each tendering Holder an amount equal to the purchase price of the
      Notes tendered by such Holder and accepted by the Issuers for purchase, and
      the
      Issuers shall promptly issue a new Note (in each case, accompanied by a notation
      of the Guarantees duly endorsed by the Subsidiary Guarantors), and the Trustee,
      upon written request from the Issuers shall authenticate and mail or deliver
      such new Note to such Holder, in a principal amount equal to any unpurchased
      portion of the Note surrendered. Any Note not so accepted shall be promptly
      mailed or delivered by the Issuers to the Holder thereof. The Issuers shall
      publicly announce the results of the Asset Sale Offer on or as soon as
      practicable after the Purchase Date.





ARTICLE
      4




COVENANTS





Section
                4.01.
            Payment
                of Notes.





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





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


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Section
                4.02.
            Maintenance
                of Office or Agency.





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





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





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





Section
                4.03.
            Compliance
                Certificate.





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





(b)    
      [Intentionally omitted].





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





Section
                4.04.
            Taxes.





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


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Section
                4.05.
            Stay,
                Extension and Usury Laws.





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





Section
                4.06.
            Change
                of Control.





(a)    
      If a Change of Control occurs, each Holder of Notes shall have the right to
      require the Issuers to repurchase all or any part (equal to $1,000 or an
      integral multiple thereof) of that Holder’s Notes pursuant to the offer
      described below (the “ Change
      of Control Offer ”).
      In
      the Change of Control Offer, the Issuers shall offer a “Change of Control
      Payment” in cash equal to 101% of the aggregate principal amount of Notes
      repurchased, plus accrued and unpaid interest (including Additional Interest,
      if
      any) thereon, if any, to the date of purchase (the “Change of Control Payment
      Date”), subject to the rights of any Holder in whose name a Note is registered
      on a record date occurring prior to the Change of Control Payment Date to
      receive interest on an Interest Payment Date that is on or prior to such Change
      of Control Payment Date. Within 30 days following any Change of Control, the
      Issuers shall mail a notice to each Holder describing the transaction or
      transactions that constitute the Change of Control and offering to repurchase
      Notes on the Change of Control Payment Date specified in such notice, pursuant
      to the procedures required by this Indenture and described in such notice.
      The
      Issuers shall comply with the requirements of Rule14e-l under the Exchange
      Act
      and any other securities laws and regulations thereunder to the extent such
      laws
      and regulations are applicable in connection with the repurchase of the Notes
      as
      a result of a Change of Control. To the extent that the provisions of any
      securities laws or regulations conflict with the provisions of this Section
      4.06, the Issuers shall comply with the applicable securities laws and
      regulations and shall not be deemed to have breached their obligations under
      this Section 4.06 by virtue of such conflict.





(b)    
      Within 30 days following any Change of Control, the Issuers shall mail by first
      class mail, a notice to each Holder, with a copy of such notice to the Trustee.
      The notice, which shall govern the terms of the Change of Control Offer, shall
      state, among other things:





(i)    
      that a Change of Control has occurred and a Change of Control Offer is being
      made as provided for herein, and that, although Holders are not required to
      tender their Notes, all Notes that are validly tendered shall be accepted for
      payment;





(ii)    
      the Change of Control Payment and the Change of Control Payment Date, which
      will
      be no earlier than 30 days and no later than 60 days after the date such notice
      is mailed (the “ Change
      of Control Payment Date ”);





(iii)    that
      any Note accepted for payment pursuant to the Change of Control Offer (and
      duly
      paid for on the Change of Control Payment Date) shall cease to accrue interest
      (including Additional Interest, if applicable) after the Change of Control
      Payment Date;





(iv)    
      that any Notes (or portions thereof) not validly tendered shall continue to
      accrue interest (including Additional Interest, if applicable);





(v)    
      that any Holder electing to have a Note purchased pursuant to any Change of
      Control Offer shall be required to surrender the Note, with the form entitled
      “Option of Holder to Elect Purchase” on the reverse of the Note completed, or
      transfer by book-entry transfer, to the Issuers, a depositary, if appointed
      by
      the Issuers, or a Paying Agent at the address specified in the notice at least
      one (1) Business Day before the Change of Control Payment Date;


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





(vii)    the
      instructions and any other information necessary to enable Holders to tender
      their Notes (or portions thereof) and have such Notes (or portions thereof)
      purchased pursuant to the Change of Control Offer.





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





(i)    
      accept for payment all Notes or portions thereof properly tendered and not
      withdrawn pursuant to the Change of Control Offer;





(ii)    
      deposit by 11:00 a.m., New York time, with the Paying Agent or depositary an
      amount equal to the Change of Control Payment in respect of all Notes or
      portions thereof so tendered; and





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





(d)    
      The depositary or the Paying Agent shall promptly mail to each Holder of Notes
      so tendered the Change of Control Payment for such Notes (or, if all the Notes
      are then in global form, make such payment through the facilities of DTC),
      and
      the Issuers shall promptly issue a new Note (in each case, accompanied by a
      notation of the Guarantees duly endorsed by the Subsidiary Guarantors), and
      the
      Trustee, upon written request from the Issuers, shall authenticate and mail
      (or
      cause to be transferred by book entry) to each Holder such new Note equal in
      principal amount to any unpurchased portion of the Notes surrendered; provided
      that each such new Note shall be in a principal amount of $1,000 or an integral
      multiple thereof. The Issuers shall publicly announce the results of the Change
      of Control Offer on or as soon as practicable after the Change of Control
      Payment Date.





(e)    
      The provisions described in this Section 4.06 that require the Issuers to make
      a
      Change of Control Offer following a Change of Control shall be applicable
      regardless of whether or not any other provisions of this Indenture are
      applicable.





(f)    
      Notwithstanding the other provisions of this Section 4.06, the Issuers will
      not
      be required to make a Change of Control Offer upon a Change of Control and
      a
      holder will not have the right to require the Issuers to repurchase any Notes
      pursuant to a Change of Control Offer if (i) a third party makes an offer to
      purchase the Notes in the manner, at the times and otherwise in substantial
      compliance with the requirements set forth in this Indenture applicable to
      a
      Change of Control Offer and purchases all Notes validly tendered and not
      withdrawn under such purchase offer or (ii) an irrevocable notice of redemption
      to purchase all outstanding Notes at a purchase price equal to at least 101%
      of
      the aggregate principal amount of such notes has been given pursuant to Section
      3.07, unless and until the Issuers have defaulted in the payment of the
      applicable redemption price.





(g)    
      A Change of Control Offer may be made in advance of a Change of Control, and
      conditioned upon the occurrence of such Change of Control, if a definitive
      agreement is in place for the Change of Control at the time of making the Change
      of Control Offer. Notes repurchased by the Issuers pursuant to a Change of
      Control Offer will have the status of Notes issued but not outstanding or will
      be retired and cancelled, at either of the Issuers’ option. Notes purchased by a
      third party pursuant to the preceding paragraph will have the status of notes
      issued and outstanding.





(h)    
      Notwithstanding the other provisions of this Section 4.06, the Issuers shall
      not
      be required to make a Change of Control Offer upon a Change of Control, as
      provided in this Section 4.06, if, in connection with or in contemplation of
      a
      Change of Control, they have made an offer to purchase (an “ Alternate
      Offer ”)
      any
      and all Notes validly tendered and not withdrawn at a cash price equal to or
      greater than the Change of Control Payment and have purchased all Notes properly
      tendered and not withdrawn in accordance with the terms of such Alternate
      Offer.


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Section
                4.07.
            Asset
                Sales.





(a)    
      The Company shall not, and shall not permit any of its Restricted Subsidiaries
      to, consummate an Asset Sale unless:





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





(ii)    
      such fair market value is determined in good faith by (a) an executive officer
      of the General Partner if the value is less than $20.0 million, as evidenced
      by
      an Officers’ Certificate delivered to the Trustee or (b)the Board of Directors
      of the General Partner if the value is $20.0 million or more, as evidenced
      by a
      resolution of such Board of Directors of the General Partner; and





(iii)    except
      in the case of a Permitted Asset Swap, at least 75% of the consideration
      therefor received by the Company or such Restricted Subsidiary is in the form
      of
      cash or Cash Equivalents. For purposes of this clause (iii), each of the
      following shall be deemed to be cash:





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





(B)    
      any securities, notes or other Obligations received by the Company or any such
      Restricted Subsidiary from such transferee that are within 180 days after the
      Asset Sale converted by such Issuer or such Restricted Subsidiary into cash
      (to
      the extent of the cash received in that conversion).





(b)    
      Within 360 days after the receipt of any Net Proceeds from an Asset Sale (or
      within 90 days after such 360-day period in the event the Company enters into
      a
      binding commitment with respect to such application), the Company or a
      Restricted Subsidiary may apply such Net Proceeds at its option:





(i)     
      to repay secured Indebtedness of the Company and/or its Restricted Subsidiaries
      and/or to satisfy all mandatory repayment obligations under the Credit
      Facilities arising by reason of such Asset Sale;





(ii)    
      to make a capital expenditure in a Permitted Business;





(iii)    to
      acquire other tangible assets that are used or useful in a Permitted Business;
      or





(iv)    
      to acquire all or substantially all of the assets of a Person engaged in a
      Permitted Business or Equity Interests of a Person engaged in a Permitted
      Business so long as such Person or the Person to which such assets are
      transferred is a Restricted Subsidiary.




Pending
      the final application of any such Net Proceeds, the Company may temporarily
      reduce revolving credit borrowings or otherwise invest such Net Proceeds in
      any
      manner that is not prohibited by this Indenture.


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(c)    
      Any Net Proceeds from Asset Sales that are not applied or invested as provided
      in Section 4.07(b) above will constitute “ Excess
      Proceeds ”.
      When
      the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers
      will
      make an Asset Sale Offer to all Holders of Notes and, at the option of the
      Issuers, all holders of other Indebtedness that is pari passu with the Notes
      to
      purchase the maximum principal amount of Notes and such other *pari
      passu* Indebtedness that may be purchased out of the Excess Proceeds; *provided* that
      Notes tendered shall be given priority over any such other Indebtedness unless
      such other Indebtedness contains containing provisions similar to those set
      forth in this Indenture with respect to offers to purchase or redeem with the
      proceeds of sales of assets in which case the Notes and such other Indebtedness
      will be purchased on a pro rata basis. The offer price in any Asset Sale Offer
      will be equal to 100% of principal amount plus accrued and unpaid interest
      (including any Additional Interest in the case of the Notes), if any, to the
      Purchase Date, subject to the rights of any Holder in whose name a Note is
      registered on a record date occurring prior to the Purchase Date to receive
      interest on an Interest Payment Date that is on or prior to the Purchase Date,
      and will be payable in cash. If any Excess Proceeds remain after consummation
      of
      an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose
      not otherwise prohibited by this Indenture, including, without limitation,
      the
      repurchase or redemption of Indebtedness of the Issuers or any Subsidiary
      Guarantor that is subordinated to the Notes or, in the case of any Subsidiary
      Guarantor, the Guarantee of such Subsidiary Guarantor. If the aggregate
      principal amount of Notes tendered into such Asset Sale Offer exceeds the amount
      of Excess Proceeds allocated for repurchases of Notes pursuant to the Asset
      Sale
      Offer for Notes, the Trustee shall select the Notes to be purchased on a pro
      rata basis among Holders of Notes. Upon completion of each Asset Sale Offer,
      the
      amount of Excess Proceeds shall be reset at zero.





(d)    
      The Company shall comply with the requirements of Rule 14e-1 under the Exchange
      Act and any other securities laws and regulations thereunder to the extent
      those
      laws and regulations are applicable in connection with each repurchase of Notes
      pursuant to an Asset Sale Offer. To the extent that the provisions of any
      securities laws or regulations conflict with Section 3.09 or this Section 4.07,
      the Company shall comply with the applicable securities laws and regulations
      and
      shall not be deemed to have breached its obligations under Section 3.09 or
      this
      Section 4.07 by virtue of such conflict.





Section
                4.08.
            Restricted
                Payments.





(a)    
      The Company shall not, and shall not permit any of its Restricted Subsidiaries
      to, directly or indirectly:





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





(ii)    
      purchase, redeem or otherwise acquire or retire for value (including, without
      limitation, in connection with any merger or consolidation involving an Issuer)
      any Equity Interests of the Company or of any of its Restricted Subsidiaries
      or
      the General Partner or any other equity holder of the Company (other than any
      such Equity Interests owned by the Company or any of its Restricted
      Subsidiaries);





(iii)    make
      any principal payment on or with respect to, or purchase, redeem, defease or
      otherwise acquire or retire for value any Subordinated Obligation or Guarantor
      Subordinated Obligation, except a scheduled payment of principal at the Stated
      Maturity thereof; or





(iv)    
      make any Investment other than a Permitted Investment




(all
      such
      payments and other actions set forth in clauses (i) through (iv) above being
      collectively referred to as “ Restricted
      Payments ”),
      unless, at the time of and after giving effect to such Restricted Payment,
      no
      Default or Event of Default shall have occurred and be continuing or would
      occur
      as a consequence thereof and either:





(A)    
      if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal
      quarters for which internal financial statements are available is equal to
      or
      greater than 1.75 to 1.0, such Restricted Payment, together with the aggregate
      amount of all other Restricted Payments made by the Company and its Restricted
      Subsidiaries during the quarter in which such Restricted Payment is made, is
      less than the sum, without duplication, of


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(i)    
      Available Cash from Operating Surplus as of the end of the immediately preceding
      quarter for which internal financial statements are available at the time of
      such Restricted Payment, *plus*





(ii)    
      the aggregate net cash proceeds of any (x) substantially concurrent capital
      contribution to the Company from any Person (other than to a Restricted
      Subsidiary of the Company) made after the Issue Date or (y) substantially
      concurrent issuance and sale (other than to a Restricted Subsidiary of the
      Company) made after the Issue Date of Equity Interests (other than Disqualified
      Equity) of the Company or from the issuance or sale (other than to a Restricted
      Subsidiary of the Company) made after the Issue Date of convertible or
      exchangeable Disqualified Equity or convertible or exchangeable debt securities
      of the Company that have been converted into or exchanged for such Equity
      Interests (other than Disqualified Equity, *plus*





(iii)    to
      the extent that any Restricted Investment that was made after the Issue Date
      is
      sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash
      or
      Cash Equivalents, the lesser of the refund of capital or similar payment made
      in
      cash or Cash Equivalents with respect to such Restricted Investment (less the
      cost of such disposition, if any) and the initial amount of such Restricted
      Investment (other than to a Restricted Subsidiary of the Company), *plus*





(iv)    
      the net reduction in Restricted Investments resulting from dividends, repayments
      of loans or advances, or other transfers of assets in each case to the Company
      or any of its Restricted Subsidiaries from any Person (including, without
      limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted
      Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not
      been included in Available Cash from Operating Surplus for any period commencing
      on or after the Issue Date (items (ii), (iii) and (iv) of this clause (A) being
      referred to as “ Incremental
      Funds ”), *minus*





(v)    
      the aggregate amount of Incremental Funds previously expended pursuant to this
      clause (A) or clause (B) below or to make a Permitted Business Investment;
      or





(B)    
      if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal
      quarters for which internal financial statements are available is less than
      1.75
      to 1.0, such Restricted Payment (it being understood that the only Restricted
      Payments permitted to be made pursuant to this clause (B) are distributions
      on
      common units of the Company, plus the related distribution on the general
      partner interest), together with the aggregate amount of all other Restricted
      Payments made by the Company and its Restricted Subsidiaries during the quarter
      in which such Restricted Payment is made, is less than the sum, without
      duplication, of:





(i)     
      $50.0 million less the aggregate amount of all Restricted Payments made by
      the
      Company and its Restricted Subsidiaries pursuant to this clause (B)(i) during
      the period beginning on the Issue Date and ending on the last day of the fiscal
      quarter of the Company immediately preceding the date of such Restricted
      Payment, *plus*





(ii)    
      Incremental Funds to the extent not previously expended pursuant to this clause
      (B) or clause (A) above.





For
      purposes of clauses (A) and (B) above, the term “ substantially
      concurrent ”
means
      that either (x) the offering was consummated within 120 days of the date of
      determination or (y) the offering was consummated within 24 months of the date
      of determination and the proceeds therefrom were used for the purposes expressly
      stated in the documents related thereto and may be traced to such use by
      segregating, separating or otherwise specifically identifying the movement
      of
      such proceeds.


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(b)    
      So long as no Default has occurred and is continuing or would be caused thereby
      (except with respect to clause (i) below under which the payment of a
      distribution or dividend is permitted), the preceding provisions of this Section
      4.08 shall not prohibit:





(i)    
      the payment by the Company or any Subsidiary of any distribution or dividend
      or
      the consummation of any redemption of a Subordinated Obligation pursuant to
      an
      irrevocable notice of redemption within 60 days after the date of declaration
      of
      such dividend or distribution, or the giving of such irrevocable notice of
      redemption, if at said date of declaration or the date of such notice of
      redemption, as applicable, such payment would have complied with the provisions
      of this Indenture;





(ii)    
      the redemption, repurchase, retirement, defeasance or other acquisition of
      subordinated Indebtedness of the Company or any Subsidiary Guarantor or of
      any
      Equity Interests of the Company in exchange for, or out of the net cash proceeds
      of, a substantially concurrent (a) capital contribution to the Company from
      any
      Person (other than a Restricted Subsidiary of the Company) or (b) sale (other
      than to a Restricted Subsidiary of the Company) of Equity Interests (other
      than
      Disqualified Equity) of the Company; *provided* that the
      amount of any such net cash proceeds that are utilized for any such redemption,
      repurchase, retirement, defeasance or other acquisition shall be excluded or
      deducted from the calculation of Available Cash from Operating Surplus and
      Incremental Funds and from clause (A)(ii) above;





(iii)    the
      defeasance, redemption, repurchase or other acquisition of any Subordinated
      Obligation or Guarantor Subordinated Obligation with the net cash proceeds
      from
      an incurrence of, or in exchange for, Permitted Refinancing
      Indebtedness;





(iv)    
      the payment of any distribution or dividend by a Restricted Subsidiary to the
      Company or to the holders of its Equity Interests (other than Disqualified
      Equity) on a pro rata basis and Permitted Noark Distributions;





(v)    
      the repurchase, redemption or other acquisition or retirement for value of
      any
      Equity Interests of the Company or of any Restricted Subsidiary of the Company
      pursuant to any management equity subscription agreement or equity option
      agreement or other employee benefit plan or to satisfy obligations under any
      Equity Interests appreciation rights or option plan or similar arrangement;
      provided that the aggregate price paid for all such repurchased, redeemed,
      acquired or retired Equity Interests shall not exceed $1.0 million in any
      calendar year;





(vi)    
      repurchases of Equity Interests deemed to occur upon exercise of stock options,
      warrants or other convertible securities if such Equity Interests represent
      a
      portion of the exercise price of such options, warrants or other convertible
      securities;





(vii)    cash
      payments in lieu of the issuance of fractional shares in connection with the
      exercise of warrants, options or other securities convertible or exchangeable
      for Equity Interests that are not derivative securities;





(viii)   in
      connection with an acquisition by the Company or any of its Restricted
      Subsidiaries, the return to the Company or any of its Restricted Subsidiaries
      of
      Equity Interests of the Company or its Restricted Subsidiaries constituting
      a
      portion of the purchase consideration in settlement of indemnification claims;
      and




(ix)    
      the repurchase, redemption or other acquisition or retirement for value of
      any
      Subordinated Obligations pursuant to provisions in the documents governing
      such
      Subordinated Obligations similar to those described under the Sections 4.06
      and
      4.07; *provided* that all
      notes tendered in connection with a Change of Control Offer or Asset Sale Offer,
      as applicable, have been repurchased, redeemed or acquired for
      value.


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In
      computing the amount of Restricted Payments previously made for purposes of
      Section 4.08(a), Restricted Payments made under clauses (i) (but only if the
      declaration of such dividend or other distribution has not been counted in
      a
      prior period) and (iv) of this Section 4.08(b) shall be included, and Restricted
      Payments made under clauses (ii), (iii), (v), (vi), (vii), (viii) and (ix)
      of
      this Section 4.08(b) shall not be included. The amount of all Restricted
      Payments (other than cash) shall be the fair market value on the date of the
      Restricted Payment of the asset(s) or securities proposed to be transferred
      or
      issued by the Company or such Restricted Subsidiary, as the case may be,
      pursuant to the Restricted Payment. The fair market value of any assets or
      securities that are required to be valued by this Section 4.08 shall be
      determined, in the case of amounts under $5.0 million, by an officer of the
      General Partner and, in the case of amounts over $5.0 million, by the Board
      of
      Directors of the General Partner whose Board Resolution with respect thereto
      shall be delivered to the Trustee.





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





(a)    
      The Company shall not, and shall not permit any of its Restricted Subsidiaries
      to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise
      become directly or indirectly liable, contingently or otherwise, with respect
      to
      (collectively, “ incur ”)
      any
      Indebtedness (including Acquired Debt), and the Company will not issue any
      Disqualified Equity and will not permit any of its Restricted Subsidiaries
      to
      issue any Disqualified Equity; *provided* ,
      that
      the Company and any Subsidiary Guarantor may incur Indebtedness (including
      Acquired Debt), and the Company and any Subsidiary Guarantor may issue
      Disqualified Equity, if the Fixed Charge Coverage Ratio for the Company’s most
      recently ended four full fiscal quarters for which internal financial statements
      are available immediately preceding the date on which such additional
      Indebtedness is incurred or such Disqualified Equity is issued would have been
      at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma
      application of the net proceeds therefrom), as if the additional Indebtedness
      had been incurred, or the Disqualified Equity had been issued, as the case
      may
      be, at the beginning of such four-quarter period.





(b)    
      So long as no Default shall have occurred and be continuing or would be caused
      thereby, Section 4.09(a) hereof will not prohibit the incurrence of any of
      the
      following items of Indebtedness (collectively, “ Permitted
      Debt ”):





(i)    
      the incurrence by the Company and any Subsidiary Guarantor of Indebtedness
      under
      Credit Facilities and the guarantees thereof; provided that the aggregate
      principal amount of all Indebtedness of the Company and the Restricted
      Subsidiaries incurred pursuant to this clause (i) and outstanding under all
      Credit Facilities after giving effect to such incurrence does not exceed the
      greater of (A) $225.0 million or (B) 15% of the Consolidated Net Tangible Assets
      of the Company, in each case less the aggregate amount of all repayments of
      Indebtedness under any Credit Facility that have been made by the Company or
      any
      of its Restricted Subsidiaries with Net Proceeds from Asset Sales to the extent
      such repayments constitute a permanent reduction of commitments under the terms
      of such Credit Facility;





(ii)    
      the incurrence by the Company and its Restricted Subsidiaries of Existing
      Indebtedness (other than under the Credit Agreement);





(iii)    the
      incurrence by the Company and the Subsidiary Guarantors of Indebtedness
      represented by the Notes issued and sold in the Offering and the related
      Guarantees and any Exchange Notes and the related Guarantees issued pursuant
      to
      the Registration Rights Agreement;





(iv)    the
      incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
      represented by Capital Lease Obligations, mortgage financings or purchase money
      obligations, in each case, incurred for the purpose of financing all or any
      part
      of the purchase price or cost of construction or improvement of property, plant
      or equipment used in the business of the Company or such Restricted Subsidiary,
      in an aggregate principal amount including all Permitted Refinancing
      Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
      pursuant to this clause (iv) not to exceed $10.0 million at any time
      outstanding;





(v)    
      the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
      Refinancing Indebtedness in exchange for, or the net proceeds of which are
      used
      to refund, refinance, replace, defease or discharge, Indebtedness that was
      permitted by this Indenture to be incurred under Section 4.09(a) or clause
      (ii)
      or (iii) of this Section 4.09(b) or this clause (v);


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





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





(B)    
      (i) any subsequent issuance or transfer of Equity Interests that results in
      any
      such Indebtedness being held by a Person other than the Company or a Restricted
      Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness
      to a Person that is not either the Company or a Restricted Subsidiary thereof,
      shall be deemed, in each case, to constitute an incurrence of such Indebtedness
      by the Company or such Restricted Subsidiary, as the case may be, that was
      not
      permitted by this clause (vi);





(vii)    
      the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
      Obligations that are incurred for the purpose of fixing or hedging (but not
      for
      speculative purposes) (A) foreign currency exchange rate risks of the Company
      or
      any Restricted Subsidiary, (B) interest rate risks with respect to any floating
      rate Indebtedness of the Company or any Restricted Subsidiary that is permitted
      by the terms of this Indenture to be outstanding or (C) commodities pricing
      risks of the Company or any Restricted Subsidiary in respect of Hydrocarbons
      used, produced, processed or sold by the Company or any of its Restricted
      Subsidiaries;





(viii)    
      the guarantee by the Company or any of its Restricted Subsidiaries of
      Indebtedness of the Company or any of its Restricted Subsidiaries that was
      permitted to be incurred by another provision of this Section 4.09; *provided* ,
      that in
      the event such Indebtedness that is being guaranteed is a Subordinated
      Obligation or a Guarantor Subordinated Obligation, then the guarantee shall
      be
      subordinated in right of payment to the Notes or the Guarantee, as the case
      may
      be;





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





(x)    
      the incurrence by the Company or any of its Restricted Subsidiaries of
      additional Indebtedness or the issuance of Disqualified Equity in an aggregate
      principal amount at any time outstanding not to exceed $25.0
      million;





(xi)    
      the incurrence by the Company or any of its Restricted Subsidiaries of
      Indebtedness arising from the honoring by a bank or other financial institution
      of a check, draft or similar instrument inadvertently drawn against insufficient
      funds;





(xii)    the
      incurrence of Indebtedness arising from agreements with the Company or any
      Restricted Subsidiary providing for indemnification, adjustment of purchase
      price, earn outs, or similar obligations, in each case, incurred or assumed
      in
      connection with the disposition or acquisition of any business, assets or a
      Subsidiary in accordance with the terms of the Indenture, other than guarantees
      of Indebtedness incurred or assumed by any Person acquiring all or any portion
      of such business, assets or Subsidiary for the purpose of financing such
      acquisition; and


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(xiii)    the
      incurrence by the Company or any of its Restricted Subsidiaries of additional
      Indebtedness arising out of advances on trade receivables, factoring of
      receivables, customer prepayments and similar transactions in the ordinary
      course of business and consistent with past practice





(c)    
      For purposes of determining compliance with this Section 4.09, in the event
      that
      an item of proposed Indebtedness meets the criteria of more than one of the
      categories of Permitted Debt described in paragraphs (b)(i) through (b)(xiii)
      above, or is entitled to be incurred pursuant to Section 4.09(a), the Company
      shall be permitted to classify (or later reclassify in whole or in part) such
      item of Indebtedness in any manner that complies with this Section 4.09. An
      item
      of Indebtedness may be divided and classified in one or more of the types of
      Permitted Indebtedness. Any Indebtedness under Credit Facilities on the Issue
      Date shall be considered incurred under Section 4.09(a).





(d)    
      The accrual of interest, the accretion or amortization of original issue
      discount, the payment of interest on any Indebtedness in the form of additional
      Indebtedness with the same terms, and the payment of dividends on Disqualified
      Equity in the form of additional shares of the same class of Disqualified Equity
      shall not be deemed to be an incurrence of Indebtedness or an issuance of
      Disqualified Equity for purposes of this Section 4.09; *provided* ,
      in each
      such case, that the amount thereof is included in Fixed Charges of the Company
      as accrued.





Section
                4.10.
            Liens.





The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      directly or indirectly, create, incur, assume or suffer to exist any Lien of
      any
      kind securing Indebtedness upon any asset now owned or hereafter acquired,
      except Permitted Liens, without making effective provision whereby all
      Obligations due under the Notes and this Indenture or any Guarantee, as
      applicable, will be secured by a Lien equally and ratably with (or prior to
      in
      the case of Liens with respect to Subordinated Obligations or Guarantor
      Subordinated Obligations, as the case may be) any and all Obligations thereby
      secured for so long as any such Obligations shall be so secured.





Section
                4.11.
            Dividend
                and Other Payment Restrictions Affecting Subsidiaries.





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





(i)    
      pay dividends or make any other distributions on its Equity Interests to the
      Company or any of the Company’s Restricted Subsidiaries, or pay any indebtedness
      or other obligations owed to the Company or any of the other Restricted
      Subsidiaries ( *provided* that the
      priority that any series of preferred stock of a Restricted Subsidiary has
      in
      receiving dividends or liquidating distributions before dividends or liquidating
      distributions are paid in respect of common stock of such Restricted Subsidiary
      shall not constitute a restriction on the ability to make dividends or
      distributions on Equity Interests for purposes of this covenant);





(ii)    
      make loans or advances to or make other investments in the Company or any of
      the
      other Restricted Subsidiaries; or





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





(b)    
      The restrictions contained in Section 4.11(a) shall not apply to encumbrances
      or
      restrictions existing under or by reason of:





(i)    
      agreements as in effect on the Issue Date (including the Credit Agreement)
      and
      any amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings of any such agreements; *provided* that
      such amendments, modifications, restatements, renewals, increases, supplements,
      refundings, replacements or refinancings are no more restrictive, taken as
      a
      whole, with respect to such distribution, dividend and other payment
      restrictions and loan or investment restrictions than those contained in such
      agreement, as in effect on the Issue Date;


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(ii)    
      this Indenture, the Notes and the Guarantees;





(iii)    
      applicable law, rule, regulation, order, licenses, permits or similar
      governmental, judicial or regulatory restriction;





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





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





(vi)    
      Capital Lease Obligations, mortgage financings or purchase money obligations,
      in
      each case for property acquired in the ordinary course of business that impose
      restrictions on that property of the nature described in clause (iii) of Section
      4.11(a);





(vii)    any
      agreement for the sale or other disposition of a Restricted Subsidiary that
      restricts distributions by that Restricted Subsidiary pending its sale or other
      disposition, provided that such sale or disposition is consummated, or such
      restrictions are canceled or terminated or lapse, by the later of (a) 90 days
      following the execution of such agreement and (b) the date on which any required
      regulatory approval in respect of such sale has been obtained;





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





(ix)    
      Liens securing Indebtedness otherwise permitted to be incurred pursuant to
      the
      provisions of Section 4.10 that limit the right of the Company or any of its
      Restricted Subsidiaries to dispose of the assets subject to such
      Lien;





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





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





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





(xiii)  Hedging
      Obligations incurred from time to time.


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Section
                4.12.
            Transactions
                With Affiliates.





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





(i)    
      such Affiliate Transaction is on terms that are no less favorable to the Company
      or the relevant Restricted Subsidiary than those that would have been obtained
      in a comparable transaction by the Company or such Restricted Subsidiary with
      an
      unrelated Person or, if in the good faith judgment of the independent members
      of
      the Board of Directors of the General Partner no comparable transaction with
      an
      unrelated Person would be available, such independent directors determine in
      good faith that such Affiliate Transaction is fair to the Company from a
      financial point of view; and





(ii)    the
      Company delivers to the Trustee:





(A)    
      with respect to any Affiliate Transaction or series of related Affiliate
      Transactions involving aggregate consideration in excess of $5.0 million but
      less than or equal to $25.0 million, an Officers’ Certificate certifying that
      such Affiliate Transaction complies with this Section 4.12 and that such
      Affiliate Transaction has been approved by a majority of the disinterested
      members of the Board of Directors of the General Partner; and





(B)    
      with respect to any Affiliate Transaction or series of related Affiliate
      Transactions involving aggregate consideration in excess of $25.0 million,
      (i) a
      resolution of the Board of Directors of the General Partner set forth in an
      Officers’ Certificate certifying that such Affiliate Transaction complies with
      this Section 4.12 and that such Affiliate Transaction has been approved by
      a
      majority of the disinterested members of the Board of Directors of the General
      Partner and (ii) an opinion as to the fairness to the Company of such Affiliate
      Transaction from a financial point of view issued by an accounting, appraisal
      or
      investment banking firm of national standing recognized as an expert in
      rendering fairness opinions on transactions such as those proposed.





(b)    
      The following items shall not be deemed to be Affiliate Transactions and,
      therefore, shall not be subject to the provisions of Section
      4.11(a):





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





(ii)    
      transactions between or among the Company and/or its Restricted
      Subsidiaries;





(iii)    Restricted
      Payments that are permitted by Section 4.08 and Permitted
      Investments;





(iv)    transactions
      effected in accordance with the terms of agreements described in the Offering
      Memorandum under the caption “Certain Relationships and Related Transactions” as
      such agreements are in effect on the Issue Date, and any amendment or
      replacement of any of such agreements so long as such amendment or replacement
      agreement is no less advantageous to the Company in any material respect than
      the agreement so amended or replaced;





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





(vi)    gathering,
      transportation, marketing, hedging, production handling, operating,
      construction, terminalling, storage, lease, platform use, or other operational
      contracts, entered into in the ordinary course of business on terms
      substantially similar to those contained in similar contracts entered into
      by
      the Company or any Restricted Subsidiary with third parties, or if neither
      the
      Company nor any Restricted Subsidiary has entered into a similar contract with
      a
      third party, on terms that are no less favorable than those available from
      third
      parties on an arm’s-length basis, as determined by the Board of Directors of the
      General Partner;


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(vii)    the
      issuance or sale for cash of Equity Interests (other than Disqualified
      Equity);





(viii)   any
      transaction in which the Company or any of its Restricted Subsidiaries, as
      the
      case may be, delivers to the Trustee opinion from an accounting, appraisal
      or
      investment banking firm of national standing stating that such transaction
      is
      fair to the Company or such Restricted Subsidiary from a financial point of
      view
      or that such transaction meets the requirements of clause (i) of the Section
      4.12(a);





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





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





(xi)    transactions
      effected pursuant to agreements in effect on the Issue Date and any amendment,
      modification or replacement of any such agreement (so long as such amendment
      or
      replacement is not in the good faith determination of the Board of Directors
      of
      the General Partner materially more disadvantageous to the Holders of Notes,
      taken as a whole than the original agreement as in effect on the Issue Date);
      and





(xii)    transactions
      between the Company and any Person, a director of which is also a director
      of
      the Company; *provided* that
      such director abstains from voting as a director of the Company on any matter
      involving such other Person.





Section
                4.13.
            Additional
                Subsidiary Guarantees.





If,
      after
      the Issue Date, any Restricted Subsidiary that is not already a Subsidiary
      Guarantor (including Noark and any newly-created or acquired Restricted
      Subsidiary) guarantees any other Indebtedness of either of the Issuers or any
      Indebtedness of the Operating Company, or if the Operating Company or any other
      Subsidiary, if not then a Subsidiary Guarantor, guarantees any other
      Indebtedness of either of the Issuers or any other Subsidiary or incurs any
      Indebtedness under any Credit Facility, then, in each such case, such Subsidiary
      must become a Subsidiary Guarantor by executing a supplemental indenture
      substantially in the form of AnnexA hereto and delivering an Opinion of Counsel
      to the Trustee pursuant to Section 7.02(b) within 30 days of the date on which
      it became a Restricted Subsidiary or such other guarantee was executed or such
      Indebtedness incurred, as applicable. Notwithstanding the preceding, (i) any
      Guarantee of a Restricted Subsidiary that was incurred pursuant to this Section
      4.13 shall provide by its terms that it shall be automatically and
      unconditionally released upon the release or discharge of the guarantee which
      resulted in the creation of such Restricted Subsidiary’s Guarantee, except a
      discharge or release by, or as a result of payment under, such guarantee and
      except if, at such time, such Restricted Subsidiary is then a guarantor under
      any other Indebtedness of the Issuers or another Subsidiary and (ii) any
      Guarantee of a Restricted Subsidiary shall be automatically released if such
      Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance
      with the Indenture.





Section
                4.14.
            Designation
                of Restricted and Unrestricted Subsidiaries.





(a)    
      The Board of Directors of the General Partner may designate any Restricted
      Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
      a Default or Event of Default. If a Restricted Subsidiary is designated as
      an
      Unrestricted Subsidiary, all outstanding Investments owned by the Company and
      its Restricted Subsidiaries in the Subsidiary so designated will be deemed
      to be
      an Investment made as of the time of such designation and will reduce the amount
      available for Restricted Payments under Section 4.08(a), or represent Permitted
      Investments. All such outstanding Investments will be valued at their fair
      market value at the time of such designation. That designation will only be
      permitted if such Restricted Payments or Permitted Investments would be
      permitted under this Indenture at that time and such Restricted Subsidiary
      otherwise meets the definition of an Unrestricted Subsidiary. All Subsidiaries
      of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries. Upon
      the
      designation of a Restricted Subsidiary that is a Subsidiary Guarantor as an
      Unrestricted Subsidiary, the Guarantee of such entity shall be automatically
      released.


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(b)    
      The Board of Directors of the General Partner may at any time designate any
      Unrestricted Subsidiary to be a Restricted Subsidiary; *provided* that
      such designation shall be deemed to be an incurrence of Indebtedness by a
      Restricted Subsidiary of the Company of any outstanding Indebtedness of such
      Unrestricted Subsidiary and such designation shall only be permitted if (i)
      such
      Indebtedness is permitted under Section 4.09, calculated on a pro forma basis
      as
      if such designation had occurred at the beginning of the four-quarter reference
      period and Section 4.10; and (ii) no Default or Event of Default would be in
      existence following such designation.





During
      any period when covenants are suspended pursuant to Section 4.20, the Issuers
      will not be permitted to designate or redesignate any of their Subsidiaries
      pursuant to this Section 4.14.





Section
                4.15.
            Business
                Activities.





The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      engage in any business other than Permitted Businesses.





Finance
      Co shall not engage in any business or incur any Indebtedness other than
      activities in connection with its rights and obligations as an Issuer of the
      Notes and any additional Notes issued by the Issuers after the Issue Date
      pursuant to Section 2.02.





Section
                4.16.
            Sale
                and Lease-back Transactions.





The
      Company shall not, and shall not permit any of its Restricted Subsidiaries
      to,
      enter into any sale and lease-back transaction; provided that the Company or
      any
      Restricted Subsidiary that is a Subsidiary Guarantor may enter into a sale
      and
      lease-back transaction if:





(a)    
      the Company or that Subsidiary Guarantor, as applicable, could have (i) incurred
      Indebtedness in an amount equal to the Attributable Debt relating to such sale
      and lease-back transaction under Section 4.09(a), and (ii) incurred a Lien
      to
      secure such Indebtedness pursuant to Section 4.10; *provided* ,
      that
      clause (i) of this clause (a) shall be suspended during any period in which
      the
      Company and its Restricted Subsidiaries are not subject to the Suspended
      Covenants;





(b)    
      the gross cash proceeds of the sale and lease-back transaction are at least
      equal to the fair market value, as determined in good faith by the Board of
      Directors of the General Partner, of the property that is the subject of such
      sale and lease-back transaction; and





(c)    
      the transfer of assets in the sale and lease-back transaction is permitted
      by,
      and the Company applies the proceeds of such transaction in compliance with,
      the
      provisions set forth under Sections 3.09 and 4.07.





Section
                4.17.
            Payments
                for Consent.





The
      Company shall not, and shall not permit any of its Subsidiaries to, directly
      or
      indirectly, pay or cause to be paid any consideration to or for the benefit
      of
      any Holder of Notes for or as an inducement to any consent, waiver or amendment
      of any of the terms or provisions of this Indenture or the Notes unless such
      consideration is offered to be paid and is paid to all Holders of the Notes
      that
      consent, waive or agree to amend in the time frame set forth in the solicitation
      documents relating to such consent, waiver or agreement.


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Section
                4.18.
            Reports.





(a)    
      Whether or not required by the SEC, so long as any Notes are outstanding, the
      Company will file with the SEC (unless the SEC will not accept such a filing)
      within the time periods specified in the SEC’s rules and regulations, and upon
      request, unless already available on the SEC’s EDGAR filing system, the Company
      will furnish (without exhibits) to the Trustee for delivery to the Holders
      of
      Notes:





(i)    
      all quarterly and annual financial information that would be required to be
      contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
      required to file such forms, including a “Management’s discussion and analysis
      of financial condition and results of operations” and, with respect to the
      annual information only, a report on the annual financial statements by the
      Company’s independent auditors; and





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





(b)    
      If as of the end of any such quarterly or annual period referred to in Section
      4.18(a), the Company has designated any of its Subsidiaries as Unrestricted
      Subsidiaries, then the Company shall deliver (promptly after such SEC filing
      referred to in Section 4.18(a)) to the Trustee for delivery to the Holders
      of
      the Notes quarterly and annual financial information required by Section 4.18(a)
      as revised to include a reasonably detailed presentation, either on the face
      of
      the financial statements or in the footnotes thereto, and in “Management’s
      discussion and analysis of financial condition and results of operations,” of
      the financial condition and results of operations of the Company and its
      Restricted Subsidiaries separate from the financial condition and results of
      operations of the Unrestricted Subsidiaries of the Company.





(c)    
      So long as any Notes remain outstanding, the Issuers shall furnish to the
      Holders and to securities analysts and prospective investors, upon their
      request, the information required to be delivered pursuant to Rule 144A(d)(4)
      under the Securities Act.





Section
                4.19.
            Layering
                Indebtedness.





The
      Company will not, and will not permit any Restricted Subsidiary to, directly
      or
      indirectly, incur any Indebtedness that is or purports to be by its terms (or
      by
      the terms of any agreement governing such Indebtedness) subordinated to any
      other Indebtedness of the Company or of such Restricted Subsidiary, as the
      case
      may be, unless such Indebtedness is also by its terms (or by the terms of any
      agreement governing such Indebtedness) made expressly subordinate to the notes
      or the Guarantee of such Restricted Subsidiary, to the same extent and in the
      same manner as such Indebtedness is subordinated to such other Indebtedness
      of
      the Company or such Restricted Subsidiary, as the case may be.





For
      purposes of the foregoing, no Indebtedness will be deemed to be subordinated
      in
      right of payment to any other Indebtedness of the Company or any Restricted
      Subsidiary solely by virtue of being unsecured or secured by a junior priority
      lien or by virtue of the fact that the holders of such Indebtedness have entered
      into intercreditor agreements or other arrangements giving one or more of such
      holders priority over the other holders in the collateral held by
      them.





Section
                4.20.
            Suspension
                of Covenants.





During
      any period when the Notes have an Investment Grade Rating from either Rating
      Agency and no Default has occurred and is continuing, the Company and its
      Restricted Subsidiaries shall not be subject to Sections 3.09, 4.07, 4.08,
      4.09,
      4.11, 4.12, 4.16(a)(i) and 5.01(a)(iv) (collectively, the “ Suspended
      Covenants ”); *provided* , *however* ,
      that
      the provisions set forth in Sections 4.10, 4.13, 4.15, 4.17, 4.18, 4.19 and
      4.20
      shall not be so suspended; and *provided,
      further* ,
      that if
      the Company and its Restricted Subsidiaries are not subject to the Suspended
      Covenants for any period of time as a result of the preceding portion of this
      sentence and, subsequently, a Rating Agency withdraws its ratings or downgrades
      the ratings assigned to the Notes below the Investment Grade Ratings so that
      the
      Notes do not have an Investment Grade Rating from either Rating Agency, or
      a
      Default (other than with respect to the Suspended Covenants) occurs and is
      continuing, the Company and its Restricted Subsidiaries shall thereafter again
      be subject to the Suspended Covenants, subject to the terms, conditions and
      obligations set forth in this Indenture (each such date of reinstatement being
      the “ Reinstatement
      Date ”).
      Compliance with the Suspended Covenants with respect to Restricted Payments
      made
      after the Reinstatement Date shall be calculated in accordance with the terms
      of
      Section 4.08 as though such covenants had been in effect during the entire
      period of time from which the Notes are issued. In addition, during any period
      when the Suspended Covenants are suspended the Issuers will not be permitted
      to
      designate or redesignate any of their Subsidiaries pursuant to Section
      4.14.


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ARTICLE
      5




SUCCESSORS





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





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





(i)    
      either: (A) such Issuer is the surviving entity of such transaction; or (B)
      the
      Person formed by or surviving any such consolidation or merger (if other than
      such Issuer) or to which such sale, assignment, transfer, lease, conveyance
      or
      other disposition shall have been made is an entity organized or existing under
      the laws of the United States, any state thereof or the District of Columbia, *provided* that
      Finance Co may not consolidate or merge with or into any entity other than
      a
      corporation satisfying such requirement;





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





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





(iv)    in
      the case of a transaction involving the Company and not Finance Co, the Company
      or the Person formed by or surviving any such consolidation or merger (if other
      than the Company) shall, on the date of such transaction after giving pro forma
      effect thereto and any related financing transactions as if the same had
      occurred at the beginning of the applicable four-quarter period, be permitted
      to
      incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
      Coverage Ratio test set forth in Section 4.09(a); *provided* ,that
      this clause (iv) shall be suspended during any period in which the Issuers
      and
      their Restricted Subsidiaries are not subject to the Suspended Covenants;
      and





(v)    
      such Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion
      of Counsel, each stating that such consolidation, merger or disposition and,
      if
      a supplemental indenture is required, such supplemental indenture comply with
      this Indenture and all conditions precedent therein relating to such transaction
      have been satisfied.





(b)    
      Notwithstanding Section 5.01(a), the Company is permitted to reorganize as
      any
      other form of entity in accordance with the procedures established in this
      Indenture; *provided* that:





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





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


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





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





(v)    
      such reorganization is not adverse to the Holders of the Notes (for purposes
      of
      this clause (v) it is stipulated that such reorganization shall not be
      considered adverse to the Holders of the Notes solely because the successor
      or
      survivor of such reorganization (A) is subject to federal or state income
      taxation as an entity or (B) is considered to be an “includible corporation” of
      an affiliated group of corporations within the meaning of Section 1504(b)(i)
      of
      the Code or any similar state or local law).





(c)    
      No Subsidiary Guarantor may consolidate with or merge with or into (whether
      or
      not such Subsidiary Guarantor is the surviving Person) another Person, except
      the Company or another Subsidiary Guarantor, unless: (i) immediately after
      giving effect to such transaction, no Default or Event of Default exists, and
      (ii) the Person formed by or surviving any such consolidation or merger assumes
      all the obligations of such Subsidiary Guarantor pursuant to a supplemental
      indenture substantially in the form of AnnexA hereto, except that no such
      assumption or supplemental indenture shall be required in those circumstances
      described in clauses (i) and (ii) of Section 10.05 hereof. In case of any such
      consolidation or merger and upon the assumption by the successor Person by
      supplemental indenture, executed and delivered to the Trustee substantially
      in
      the form of Annex A hereto, of the Guarantees contained herein and the due
      and
      punctual performance of all of the covenants of this Indenture to be performed
      by the Subsidiary Guarantor, such successor shall succeed to and be substituted
      for the Subsidiary Guarantor with the same effect as if it had been named herein
      as a Subsidiary Guarantor. Such successor thereupon may cause to be signed
      any
      or all of the notations of the Guarantees to be endorsed upon all of the Notes
      issuable hereunder which theretofore shall not have been signed by the Issuers
      and delivered to the Trustee. All the Guarantees so issued shall in all respects
      have the same legal rank and benefit under this Indenture as the Guarantees
      theretofore and thereafter issued in accordance with the terms of this Indenture
      as though all of such Guarantees had been issued at the date of the execution
      hereof.





(d)    
      Notwithstanding anything in this Section 5.01 to the contrary, in the event
      the
      Company becomes a corporation or the Company or the Person formed by or
      surviving any consolidation or merger (permitted in accordance with the terms
      of
      the Indenture) is a corporation, Finance Co. may be dissolved in accordance
      with
      the Indenture and may cease to be an Issuer.





Section
                5.02.
            Successor
                Entity Substituted.





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


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





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





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








ARTICLE
      6




DEFAULTS
      AND REMEDIES





Section
                6.01.
            Events
                of Default.





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





(a)    
      default for 30 days in the payment when due of interest on, including Additional
      Interest with respect to, the Notes;





(b)    
      default in payment when due of the principal of or premium, if any, on the
      Notes;





(c)    
      failure by the Company to comply (for 30 days in the case of a failure to comply
      that is capable of cure) with the provisions described under Section 4.06,
      4.07
      or 5.01 hereof;





(d)    
      failure by the Company to comply with any of its other agreements in this
      Indenture for 60 days after notice to the Issuers by the Trustee or to the
      Issuers and Trustee by Holders of at least 25% in aggregate principal amount
      of
      the Notes then outstanding;





(e)    
      default under any mortgage, indenture or instrument under which there may be
      issued or by which there may be secured or evidenced any Indebtedness for money
      borrowed by either Issuer or any of the Restricted Subsidiaries of the Company
      (or the payment of which is guaranteed by the Company or any of its Restricted
      Subsidiaries), whether such Indebtedness or guarantee now exists or is created
      after the Issue Date, if that default:





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





(ii)    
      results in the acceleration of such Indebtedness prior to its express
      maturity,





and,
      in
      each case, the principal amount of any such Indebtedness, together with the
      principal amount of any other such Indebtedness under which there has been
      a
      Payment Default or the maturity of which has been so accelerated, aggregates
      $10.0 million or more;





(f)    
      failure by an Issuer or any Restricted Subsidiary of the Company to pay final
      judgments aggregating in excess of $10.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days;


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(g)    
      except as permitted by this Indenture, any Guarantee shall be held in any
      judicial proceeding to be unenforceable or invalid or shall cease for any reason
      to be in full force and effect or any Subsidiary Guarantor, or any Person acting
      on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations
      under its Guarantee;





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





(i)    
      commences a voluntary case,





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





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





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





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





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





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





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





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





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





Section
                6.02.
            Acceleration.





If
      any
      Event of Default (other than an Event of Default specified in clauses (h) or
      (i)
      of Section 6.01 hereof) occurs and is continuing, the Trustee may, and upon
      written request of the Holders of at least 25% in aggregate principal amount
      of
      the then outstanding Notes shall declare all the Notes to be due and payable
      immediately. Upon any such declaration, the Notes shall become due and payable
      immediately. Notwithstanding the foregoing, if an Event of Default specified
      in
      clauses (h) or (i) of Section 6.01 hereof occurs with respect to an Issuer,
      all
      outstanding Notes shall be due and payable immediately without further action
      or
      notice. The Holders of a majority in aggregate principal amount of the then
      outstanding Notes by written notice to the Trustee may on behalf of the Holders
      of all of the Notes rescind an acceleration and its consequences if the
      rescission would not conflict with any judgment or decree and if all existing
      Events of Default (except nonpayment of principal, interest or premium that
      has
      become due solely because of the acceleration) have been cured or
      waived.


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Section
                6.03.
            Other
                Remedies.





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





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





Section
                6.04.
            Waiver
                of Past Defaults.





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





Section
                6.05.
            Control
                by Majority.





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





Section
                6.06.
            Limitation
                on Suits.





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





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





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





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





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





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




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


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





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





Section
                6.08.
            Collection
                Suit by Trustee.





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





Section
                6.09.
            Trustee
                May File Proofs of Claim.





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





Section
                6.10.
            Priorities.





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





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





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





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


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





Section
                6.11.
            Undertaking
                for Costs.





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





ARTICLE
      7




TRUSTEE





Section
                7.01.
            Duties
                of Trustee.





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





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





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





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





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





(i)    
      this paragraph does not limit the effect of paragraph (b) of this
      Section7.01;





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





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





(d)    
      Whether or not therein expressly so provided, every provision of this Indenture
      that in any way relates to the Trustee is subject to paragraphs (a), (b), and
      (c) of this Section7.01.





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


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





Section
                7.02.
            Rights
                of Trustee.





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





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





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





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





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





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





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





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





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


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





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





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





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





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





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





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





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





Section
                7.03.
            Individual
                Rights of Trustee.





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





Section
                7.04.
            Trustee’s
                Disclaimer.





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


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Section
                7.05.
            Notice
                of Defaults.





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





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





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





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





Section
                7.07.
            Compensation
                and Indemnity.





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





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




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


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





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





Section
                7.08.
            Replacement
                of Trustee.





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





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





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





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





(d)    
      the Trustee becomes incapable of acting.





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





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





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





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





Section
                7.09.
            Successor
                Trustee by Merger, Etc.





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


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Section
                7.10.
            Eligibility;
                Disqualification.





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





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





Section
                7.11.
            Preferential
                Collection of Claims Against Issuers.





The
      Trustee is subject to TIA Section 311(a), excluding any creditor relationship
      listed in TIA Section311(b). A Trustee who has resigned or been removed shall
      be
      subject to TIA Section 311(a) to the extent indicated therein.





ARTICLE
      8




LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE





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





The
      Issuers may, at the option of the Board of Directors of the General Partner
      (in
      the case of the Company) or of the Board of Directors of Finance Co (in the
      case
      of Finance Co) evidenced by a resolution set forth in an Officers’ Certificate,
      at any time, elect to have either Section 8.02 or 8.03 hereof be applied to
      all
      outstanding Notes upon compliance with the conditions set forth below in this
      Article 8.





Section
                8.02.
            Legal
                Defeasance and Discharge.





Upon
      the
      Issuers’ exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Issuers and the Subsidiary Guarantors shall, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
      to
      have been discharged from their respective Obligations and certain other
      obligations with respect to all outstanding Notes and Guarantees, as applicable,
      on the date the conditions set forth below are satisfied (hereinafter,
“ Legal
      Defeasance ”).
      For
      this purpose, Legal Defeasance means that the Issuers and the Subsidiary
      Guarantors shall be deemed to have paid and discharged the entire Indebtedness
      represented by the outstanding Notes, which shall thereafter be deemed to be
      “outstanding” only for the purposes of Section 8.05 hereof and the other
      Sections of this Indenture referred to in clauses (a) and (b) of this sentence
      below, and to have satisfied all their other obligations under such Notes and
      this Indenture (and the Trustee, on demand of and at the expense of the Issuers,
      shall execute proper instruments acknowledging the same), except for the
      following provisions which shall survive until otherwise terminated or
      discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
      solely from the trust fund described in Section 8.04 hereof, and as more fully
      set forth in such Section, payments in respect of the principal of, premium,
      if
      any, and interest (including Additional Interest, if any) on, such Notes when
      such payments are due, (b) the Issuers’ obligations with respect to such Notes
      under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02 hereof, (c) the rights,
      powers, trusts, duties and immunities of the Trustee hereunder and the Issuers’
and the Subsidiary Guarantors’ obligations in connection therewith and (d) this
      Article 8. Subject to compliance with this Article 8, the Issuers may exercise
      the option under this Section 8.02 notwithstanding the prior exercise of its
      option under Section 8.03 hereof.


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Section
                8.03.
            Covenant
                Defeasance.





Upon
      the
      Issuers’ exercise under Section 8.01 hereof of the option applicable to this
      Section 8.03, the Issuers and the Subsidiary Guarantors shall, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, be released
      from their obligations under the covenants contained in Sections 3.09, 4.04,
      4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and
      5.01(a)(iv) hereof and any covenant added to this Indenture subsequent to the
      Issue Date pursuant to Section 9.01 hereof with respect to the outstanding
      Notes
      on and after the date the conditions set forth below are satisfied (hereinafter,
      “ Covenant
      Defeasance ”),
      and
      the Notes shall thereafter be deemed not “outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Notes shall not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to
      the
      outstanding Notes, the Issuers may omit to comply with and shall have no
      liability in respect of any term, condition or limitation set forth in any
      such
      covenant, whether directly or indirectly, by reason of any reference elsewhere
      herein to any such covenant or by reason of any reference in any such covenant
      to any other provision herein or in any other document and such omission to
      comply shall not constitute a Default or an Event of Default under Section
      6.01
      hereof, but, except as specified above, the remainder of this Indenture and
      such
      Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under
      Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
      subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
      Sections 6.01(c) through 6.01(g) hereof shall not constitute Events of
      Default.





Section
                8.04.
            Conditions
                to Legal Defeasance or Covenant Defeasance.





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





In
      order
      to exercise either Legal Defeasance or Covenant Defeasance:





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





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





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





(d)    
      no Default or Event of Default shall have occurred and be continuing either
      (i)
      on the date of such deposit (other than a Default or Event of Default resulting
      from the incurrence of Indebtedness all or a portion of the proceeds of which
      shall be applied to such deposit) or (ii) insofar as Sections 6.01(h) and
      6.01(i) hereof are concerned, at any time in the period ending on the 91st
      day
      after the date of deposit;


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





(f)    
      the Issuers shall have delivered to the Trustee an Opinion of Counsel to the
      effect that after the 91st day following the deposit, the trust funds will
      not
      be subject to the effect of any applicable bankruptcy, insolvency,
      reorganization or similar laws affecting creditors’ rights
      generally;





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





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





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





Subject
      to Section 11.03 hereof, all money and U.S. Government Obligations (including
      the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
      collectively for purposes of this Section 8.05, the “ Trustee ”)
      pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be
      held in trust and applied by the Trustee, in accordance with the provisions
      of
      such Notes and this Indenture, to the payment, either directly or through any
      Paying Agent (including either Issuer acting as a Paying Agent) as the Trustee
      may determine, to the Holders of such Notes of all sums due and to become due
      thereon in respect of principal, premium, if any, and interest (including
      Additional Interest, if any), but such money need not be segregated from other
      funds except to the extent required by law.





The
      Issuers and the Subsidiary Guarantors shall pay and indemnify the Trustee
      against any tax, fee or other charge imposed on or assessed against the cash
      or
      non-callable U.S. Government Obligations deposited pursuant to Section8.04
      hereof or the principal and interest received in respect thereof other than
      any
      such tax, fee or other charge which by law is for the account of the Holders
      of
      the outstanding Notes.





Anything
      in this Article 8 to the contrary notwithstanding, the Trustee shall deliver
      or
      pay to the Issuers from time to time upon the request of the Issuers any money
      or non-callable U.S. Government Obligations held by it as provided in Section
      8.04 hereof which, in the opinion of a nationally recognized firm of independent
      public accountants expressed in a written certification thereof delivered to
      the
      Trustee (which may be the opinion delivered under Section8.04(a) hereof), are
      in
      excess of the amount thereof that would then be required to be deposited to
      effect an equivalent Legal Defeasance or Covenant Defeasance.





Section
                8.06.
            [Intentionally
                omitted].





Section
                8.07.
            Reinstatement.





If
      the
      Trustee or Paying Agent is unable to apply any United States dollars or U.S.
      Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the
      case may be, by reason of any legal proceeding or by reason of any order or
      judgment of any court or governmental authority enjoining, restraining or
      otherwise prohibiting such application, then the Issuers’ and the Subsidiary
      Guarantors’ Obligations under this Indenture, the Notes and the Guarantees, as
      applicable, shall be revived and reinstated as though no deposit had occurred
      pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
      Agent is permitted to apply all such money or U.S. Government Obligations in
      accordance with Section 8.02 or 8.03 hereof, as the case may be; *provided,
      however* ,
      that,
      if the Issuers or the Subsidiary Guarantors make any payment of principal of,
      premium, if any, or interest (including any Additional Interest, if any) on
      any
      Note following the reinstatement of its Obligations, the Issuers and the
      Subsidiary Guarantors shall be subrogated to the rights of the Holders of such
      Notes to receive such payment from the money or U.S. Government Obligations
      held
      by the Trustee or Paying Agent.


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ARTICLE
      9




AMENDMENT,
      SUPPLEMENT AND WAIVER





Section
                9.01.
            Without
                Consent of Holders of Notes.





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





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





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





(c)    
      to provide for the assumption of an Issuer’s or a Subsidiary Guarantor’s
      obligations to the Holders of the Notes in the case of a merger or consolidation
      or sale of all or substantially all of such Issuer’s assets pursuant to Article
      5 hereof;





(d)    
      to add or release Subsidiary Guarantors pursuant to the terms of this
      Indenture;





(e)    
      to make any change that would provide any additional rights or benefits to
      the
      Holders of the Notes or surrender any right or power conferred upon the Issuers
      or the Subsidiary Guarantors by this Indenture that does not adversely affect
      the rights hereunder of any Holder of the Notes, *provided* that any
      change to conform this Indenture to the Offering Memorandum shall not be deemed
      to adversely affect such rights;





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





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





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





(i)    
      to add any additional Events of Default;





(j)    
      to secure the Notes and/or the Guarantees; or





(k)    
      to comply with the rules of any applicable Depositary.





Upon
      the
      request of the Issuers accompanied by a resolution of the Board of Directors
      of
      the General Partner (in the case of the Company), and of the Board of Directors
      of Finance Co and each of the Subsidiary Guarantors (in the case of Finance
      Co
      and the Subsidiary Guarantors), authorizing the execution of any such amended
      or
      supplemental indenture, and upon receipt by the Trustee of the documents
      described in Section 7.02(b) hereof stating that such amended or supplemental
      indenture complies with this Section 9.01, the Trustee shall join with the
      Issuers and each of the Subsidiary Guarantors in the execution of any amended
      or
      supplemental indenture authorized or permitted by the terms of this Indenture
      and to make any further appropriate agreements and stipulations that may be
      therein contained, but the Trustee shall not be obligated to enter into such
      amended or supplemental indenture that affects its own rights, duties or
      immunities under this Indenture or otherwise.


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Section
                9.02.
            With
                Consent of Holders of Notes.





Except
      as
      provided below in this Section 9.02, the Issuers, the Subsidiary Guarantors
      and
      the Trustee may amend or supplement this Indenture (including Sections 3.09,
      4.06 and 4.07 hereof), the Guarantees, and the Notes with the consent of the
      Holders of at least a majority in principal amount of the Notes then outstanding
      (including, without limitation, consents obtained in connection with a purchase
      of, or tender offer or exchange offer for, the Notes), and, subject to Sections
      6.04 and 6.07 hereof, any existing Default or Event of Default or compliance
      with any provision of this Indenture, the Guarantees or the Notes may be waived
      with the consent of the Holders of a majority in principal amount of the then
      outstanding Notes (including consents obtained in connection with a tender
      offer
      or exchange offer for the Notes).





Upon
      the
      request of the Issuers accompanied by a resolution of the Board of Directors
      of
      the General Partner (in the case of the Company) and of the Board of Directors
      of Finance Co and each of the Subsidiary Guarantors (in the case of Finance
      Co
      and each of the Subsidiary Guarantors) authorizing the execution of any such
      amended or supplemental indenture, and upon the filing with the Trustee of
      evidence satisfactory to the Trustee of the consent of the Holders of Notes
      as
      aforesaid, and upon receipt by the Trustee of the documents described in Section
      7.02(b) hereof stating that any such amended or supplemental indenture complies
      with this Section 9.02, the Trustee shall join with the Issuers and each of
      the
      Subsidiary Guarantors in the execution of such amended or supplemental indenture
      unless such amended or supplemental indenture affects the Trustee’s own rights,
      duties or immunities under this Indenture or otherwise, in which case the
      Trustee may in its discretion, but shall not be obligated to, enter into such
      amended or supplemental indenture.





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





After
      an
      amendment, supplement or waiver under this Section becomes effective, the
      Issuers shall mail to the Holders of Notes affected thereby a notice briefly
      describing the amendment, supplement or waiver. Any failure of the Issuers
      to
      mail such notice, or any defect therein, shall not, however, in any way impair
      or affect the validity of any such amended or supplemental indenture or waiver.
      Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate
      principal amount of the Notes then outstanding may waive compliance in a
      particular instance by the Issuers with any provision of this Indenture or
      the
      Notes. However, without the consent of each Holder affected, an amendment,
      supplement or waiver may not (with respect to any Notes held by a non-consenting
      Holder):





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





(b)    
      reduce the principal of or change the fixed maturity of any Note or alter or
      waive any of the provisions with respect to the redemption or repurchase of
      the
      Notes, except as provided above with respect to Sections 3.09, 4.06 and 4.07
      hereof;





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





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





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





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


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(g)    
      waive a redemption or repurchase payment with respect to any Note (other than
      a
      payment required by the covenants contained in Sections 3.09, 4.06 and 4.07
      hereof);





(h)    
      except as otherwise permitted by this Indenture, release any Subsidiary
      Guarantor from any of its Obligations under its Guarantee or this Indenture,
      or
      change any Guarantee in any manner that would adversely affect the right of
      Holders;





(i)    
      make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment,
      supplement and waiver provisions (except to increase any percentage set forth
      therein); or





(j)    
      modify or change any provision of this Indenture or the related definitions
      affecting the ranking of the Notes or any Guarantee in a manner that adversely
      affects the Holders of the Notes.





Section
                9.03.
            Compliance
                with Trust Indenture Act.





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





Section
                9.04.
            Revocation
                and Effect of Consents.





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





The
      Issuers may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to consent to any amendment, supplement or
      waiver. If a record date is fixed, then notwithstanding the last sentence of
      the
      immediately preceding paragraph, those Persons who were Holders at the close
      of
      business on such record date (or their duly designated proxies), and only those
      Persons, shall be entitled to consent to such amendment, supplement or waiver
      or
      revoke any consent previously given, whether or not such Persons continue to
      be
      Holders after such record date. No consent shall be valid or effective for
      more
      than 90 days after such record date except to the extent that the requisite
      number of consents to the amendment, supplement or waiver have been obtained
      within such 90-day period or as set forth in the next paragraph of this
      Section9.04.





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





Section
                9.05.
            Notation
                or Exchange of Notes.





The
      Trustee may place an appropriate notation about an amendment, supplement or
      waiver on any Note thereafter authenticated. The Issuers in exchange for all
      Notes may issue and the Trustee shall authenticate new Notes (accompanied by
      a
      notation of the Guarantees duly endorsed by the Subsidiary Guarantors) that
      reflect the amendment, supplement or waiver. Failure to make the appropriate
      notation or issue a new Note shall not affect the validity and effect of such
      amendment, supplement or waiver.





Section
                9.06.
            Trustee
                to Sign Amendments, Etc.





The
      Trustee shall sign any amended or supplemental indenture authorized pursuant
      to
      this Article 9 if the amendment or supplement does not adversely affect the
      rights, duties, liabilities or immunities of the Trustee. In executing any
      amended or supplemental indenture, the Trustee shall be entitled to receive
      and
      (subject to Section7.01) shall be fully protected in relying upon, an Officers’
Certificate of the Company and an Opinion of Counsel stating that the execution
      of such amended or supplemental indenture is authorized or permitted by this
      Indenture.


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Section
                9.07.
            Effect
                of Supplemental Indentures.





Upon
      the
      execution of any supplemental indenture under this Article 9, this Indenture
      shall be modified in accordance therewith, and such supplemental indenture
      shall
      form a part of this Indenture for all purposes; and every Holder of Notes
      theretofore or thereafter authenticated and delivered hereunder shall be bound
      thereby. After a supplemental indenture becomes effective, the Issuers shall
      mail to Holders a notice briefly describing such amendment. The failure to
      give
      such notice to all Holders, or any defect therein, shall not impair or affect
      the validity of an amendment under this Section9.07.





ARTICLE
      10




GUARANTEES





Section
                10.01.
            Guarantees.





Subject
      to the provisions of this Article 10, each of the Subsidiary Guarantors hereby,
      jointly and severally, unconditionally guarantees to each Holder of a Note
      authenticated and delivered by the Trustee and to the Trustee and its successors
      and assigns, irrespective of the validity and enforceability of this Indenture,
      the Notes or the other Obligations of the Issuers hereunder or thereunder,
      that:
      (a) the principal of, premium and interest (including Additional Interest,
      if
      any) on the Notes shall be promptly paid in full when due, whether at the
      maturity or interest payment or mandatory redemption date, by acceleration,
      redemption or otherwise, and interest on the overdue principal of, premium
      and
      interest (including Additional Interest, if any) on the Notes, if any, to the
      extent lawful, and all other Obligations of the Issuers to the Holders or the
      Trustee under this Indenture and the Notes shall be promptly paid in full or
      performed, all in accordance with the terms of this Indenture and the Notes;
      and
      (b) in case of any extension of time of payment or renewal of any Notes or
      any
      of such other Obligations, that same shall be promptly paid in full when due
      or
      performed in accordance with the terms of the extension or renewal, subject
      to
      any applicable grace period, whether at Stated Maturity, by acceleration or
      otherwise. Failing payment when so due of any amount so guaranteed or any
      performance so guaranteed for whatever reason, the Subsidiary Guarantors shall
      be jointly and severally obligated to pay the same immediately. The Subsidiary
      Guarantors hereby agree that to the fullest extent permitted by applicable
      law,
      their obligations hereunder shall be unconditional, irrespective of the
      validity, regularity or enforceability of the Notes or this Indenture, the
      absence of any action to enforce the same, any waiver or consent by any Holder
      of the Notes with respect to any provisions of this Indenture and the Notes,
      the
      recovery of any judgment against the Issuers, any action to enforce the same
      or
      any other circumstance (other than complete performance) which might otherwise
      constitute a legal or equitable discharge or defense of a Subsidiary Guarantor.
      To the fullest extent permitted by applicable law, 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 Issuers, any right to
      require a proceeding first against the Issuers, protest, notice and all demands
      whatsoever and covenants that its Guarantee shall not be discharged except
      by
      complete performance of the obligations contained in the Notes and this
      Indenture.





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





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


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Section
                10.02.
            Limitation
                of Guarantor’s Liability.





Each
      Subsidiary Guarantor and, by its acceptance hereof, each Holder hereby confirms
      that it is its intention that the Guarantee by such Subsidiary Guarantor not
      constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
      Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
      Act
      or any similar federal or state law to the extent applicable to the Guarantees.
      To effectuate the foregoing intention, each such Person hereby irrevocably
      agrees that the Obligation of such Subsidiary Guarantor under its Guarantee
      under this Article 10 shall be limited to the maximum amount as shall, after
      giving effect to such maximum amount and all other (contingent or otherwise)
      liabilities of such Subsidiary Guarantor that are relevant under such laws,
      and
      after giving effect to any rights to contribution of such Subsidiary Guarantor
      pursuant to any agreement providing for an equitable contribution among such
      Subsidiary Guarantor and other Affiliates of the Issuers of payments made by
      guarantees by such parties, result in the Obligations of such Subsidiary
      Guarantor in respect of such maximum amount not constituting a fraudulent
      conveyance. Each Holder, by accepting the benefits hereof, confirms its
      intention that, in the event of bankruptcy, reorganization or other similar
      proceeding of either of the Issuers or any Subsidiary Guarantor in which
      concurrent claims are made upon such Subsidiary Guarantor hereunder, to the
      extent such claims shall not be fully satisfied, each such claimant with a
      valid
      claim against such Issuer shall be entitled to a ratable share of all payments
      by such Subsidiary Guarantor in respect of such concurrent claims.





Section
                10.03.
            Execution
                and Delivery of Notations of Guarantees.





To
      evidence the Guarantees set forth in Section 10.01 hereof, each Subsidiary
      Guarantor hereby agrees that a notation of the Guarantees substantially in
      the
      form of Exhibit
      D shall be
      endorsed on each Note authenticated and delivered by the Trustee and that this
      Indenture shall be executed on behalf of such Subsidiary Guarantor by one of
      its
      Officers.





Each
      Subsidiary Guarantor hereby agrees that the Guarantees set forth in Section
      10.01 shall remain in full force and effect notwithstanding any failure to
      endorse on each Note a notation of the Guarantees. If an Officer whose signature
      is on this Indenture or on the notation of Guarantees no longer holds that
      office at the time the Trustee authenticates the Note on which the notation
      of
      the Guarantees is endorsed, the Guarantees shall be valid
      nevertheless.





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





Section
                10.04.
            [Intentionally
                omitted].





Section
                10.05.
            Releases.





Concurrently
      with any sale of assets (including, if applicable, all of the Equity Interests
      of any Subsidiary Guarantor), any Liens in favor of the Trustee in the assets
      sold thereby shall be released; *provided* that in
      the event of an Asset Sale, the Net Proceeds from such sale or other disposition
      are treated in accordance with the provisions of Section 4.07 hereof. The
      Guarantee and all other obligations under this Indenture of a Subsidiary
      Guarantor will be released: (i)in connection with any sale or other disposition
      of all or substantially all of the assets of such Subsidiary Guarantor
      (including by way of merger or consolidation) to a Person that is not (either
      before or after giving effect to such transaction) the Issuer or a Restricted
      Subsidiary, if the Company applies the Net Proceeds of that sale or other
      disposition in accordance with Section4.07 hereof; or (ii)in connection with
      any
      sale or other disposition of all of the Equity Interests of a Subsidiary
      Guarantor to a Person that is not (either before or after giving effect to
      such
      transaction) the Issuer or a Restricted Subsidiary, if the Company applies
      the
      Net Proceeds of that sale in accordance with Section4.07 hereof; or (iii)if
      the
      Company designates any Restricted Subsidiary that is a Subsidiary Guarantor
      as
      an Unrestricted Subsidiary; or (iv)upon Legal Defeasance pursuant to Article
      8
      hereof or upon satisfaction and discharge of this Indenture pursuant to Article
      11 hereof, *provided* that it
      is then no longer an obligor with respect to any Indebtedness under any Credit
      Facility. Upon delivery by the Company to the Trustee of an Officers’
Certificate to the effect that such sale or other disposition was made by the
      Company in accordance with the provisions of this Indenture, including without
      limitation Section 4.07 hereof or such Guarantee is to be released pursuant
      to
      the provisions of the immediately preceding sentence, the Trustee shall execute
      any documents reasonably required in order to evidence the release of any
      Subsidiary Guarantor from all of its obligations under its Guarantee and this
      Indenture. Any Subsidiary Guarantor not released from its obligations under
      its
      Guarantee shall remain liable for the full amount of principal of and interest
      on the Notes and for the other obligations of any Subsidiary Guarantor under
      this Indenture as provided in this Article10.


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Section
                10.06.
            “Trustee”
                to Include Paying Agent.





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





ARTICLE
      11




SATISFACTION
      AND DISCHARGE





Section
                11.01.
            Satisfaction
                and Discharge.





This
      Indenture shall upon the request of the Issuers cease to be of further effect
      (except as to surviving rights of registration of transfer or exchange of Notes
      herein expressly provided for, the Issuers’ obligations under Section 7.07
      hereof, the Issuers’ rights of optional redemption under Article 3 hereof, and
      the Trustee’s and the Paying Agent’s obligations under Section 11.02 and 11.03
      hereof) and the Trustee, at the expense of the Issuers, shall execute proper
      instruments acknowledging satisfaction and discharge of this Indenture
      when:





(a)    
      either





(i)    
      all Notes theretofore authenticated and delivered (other than (A) Notes which
      have been destroyed, lost or stolen and which have been replaced or paid as
      provided in Section 2.07 and (B) Notes for whose payment money has been
      deposited in trust with the Trustee or any Paying Agent and thereafter paid
      to
      the Issuers or discharged from such trust) have been delivered to the Trustee
      for cancellation; or





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





(A)    
      have become due and payable; or





(B)    
      shall become due and payable at their Stated Maturity within one year by reason
      of the mailing of a notice of redemption or otherwise, or





(C)    
      are to be called for redemption within one year under arrangements satisfactory
      to the Trustee for the giving of notice of redemption by the Trustee in the
      name, and at the expense, of the Issuers,





and
      the
      Issuers or any Subsidiary Guarantor, in the case of clause (A), (B) or (C)
      above, has irrevocably deposited or caused to be deposited with the Trustee
      as
      trust funds in trust for the benefit of the Holders, cash in U.S. dollars,
      U.S.
      Government Obligations or a combination of cash in U.S. dollars and U.S.
      Government Obligations, in amounts as will be sufficient without consideration
      of any reinvestment of interest, to pay and discharge the entire indebtedness
      on
      the Notes not delivered to the Trustee for cancellation for principal, premium,
      if any, and accrued interest to the date of fixed maturity or
      redemption;


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





(c)    
      the Issuers or any Subsidiary Guarantor has paid or caused to be paid all sums
      then due and payable hereunder by the Issuers;





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





(e)    
      the Issuers have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent herein provided
      for relating to the satisfaction and discharge of this Indenture have been
      satisfied.





Notwithstanding
      the satisfaction and discharge of this Indenture, the Issuers’ obligations in
      Sections 2.03, 2.04, 2.06, 2.07, 2.11, 7.07, 7.08, 11.02, 11.03 and 11.04,
      and
      the Trustee’s and Paying Agent’s obligations in Section 11.03 shall survive
      until the Notes are no longer outstanding. Thereafter, only the Issuers’
obligations in Sections 7.07 and 11.03 shall survive.





In
      order
      to have money available on a payment date to pay principal (and premium, if
      any,
      on) or interest on the Notes, the U.S. Government Obligations shall be payable
      as to principal (and premium, if any) or interest at least one Business Day
      before such payment date in such amounts as shall provide the necessary money.
      The U.S. Government Obligations shall not be callable at the issuer’s
      option.





Section
                11.02.
            Application
                of Trust.





All
      money
      deposited with the Trustee pursuant to Section 11.01 shall be held in trust
      and,
      at the written direction of the Issuers, be invested prior to maturity in U.S.
      Government Obligations, and applied by the Trustee in accordance with the
      provisions of the Notes and this Indenture, to the payment, either directly
      or
      through any Paying Agent as the Trustee may determine, to the Persons entitled
      thereto, of the principal (and premium, if any) and interest (including
      Additional Interest, if any) for the payment of which money has been deposited
      with the Trustee; but such money need not be segregated from other funds except
      to the extent required by law.





Section
                11.03.
            Repayment
                of the Issuers.





The
      Trustee and the Paying Agent shall promptly pay to the Issuers upon written
      request any excess money or securities held by them at any time.





Subject
      to applicable escheat laws, the Trustee and the Paying Agent shall notify the
      Issuers of, and pay to the Issuers upon written request, any money held by
      them
      for the payment of principal or interest that remains unclaimed for two years
      after the date upon which such payment shall have become due; *provided* that the
      Issuers shall have either caused notice of such payment to be mailed to each
      Holder of the Notes entitled thereto no less than 30 days prior to such
      repayment or within such period shall have published such notice in a financial
      newspaper of widespread circulation published in The City of New York,
      including, without limitation, The
      Wall Street Journal (national edition). After payment to the Issuers, Holders entitled to the money
      must look to the Issuers for payment as general creditors unless an applicable
      abandoned property law designates another Person, and all liability of the
      Trustee and such Paying Agent with respect to such money shall cease. In the
      absence of a written request from the Issuers to return unclaimed funds to
      the
      Issuers, the Trustee shall from time to time deliver all unclaimed funds to
      or
      as directed by applicable escheat authorities, as determined by the Trustee
      in
      its sole discretion, in accordance with the customary practices and procedures
      of the Trustee.


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Section
                11.04.
            Reinstatement.





If
      the
      Trustee or Paying Agent is unable to apply any money or U.S. Government
      Obligations in accordance with Section11.01 by reason of any legal proceeding
      or
      by reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, the Issuers’
and Subsidiary Guarantors’ Obligations under this Indenture, the Notes and the
      Guarantees, as applicable, shall be revived and reinstated as though no deposit
      has occurred pursuant to Section 11.01 until such time as the Trustee or Paying
      Agent is permitted to apply all such money or U.S. Government Obligations in
      accordance with Section 11.02, *provided,
      however* ,
      that if
      the Issuers or the Subsidiary Guarantors have made any payment of interest
      or
      premium, if any, on or principal of any Notes because of the reinstatement
      of
      their Obligations, the Issuers or such Subsidiary Guarantors shall be subrogated
      to the rights of the Holders of such Notes to receive such payment from the
      money or U.S. Government Obligations held by the Trustee or Paying
      Agent.





ARTICLE
      12




MISCELLANEOUS





Section
                12.01.
            Trust
                Indenture Act Controls.





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





Section
                12.02.
            Notices.





Any
      notice or communication by the Issuers or the Trustee to the others is duly
      given if in writing (in the English language) and delivered in person or mailed
      by first class mail (registered or certified, return


receipt
      requested), telecopier or overnight air courier guaranteeing next day delivery,
      to the others’ address:





If
      to the
      Issuers or any Subsidiary Guarantor:





Atlas
      Pipeline Partners, L.P.


311
      Rouser Road


Moon
      Township, Pennsylvania 15108


Telecopier
      No.: (412) 262-2820


Attention:
      Chief Financial Officer




With
      a
      copy to:





Ledgewood
      Law Firm


1521
      Locust Street, 8 th Floor


Philadelphia,
      Pennsylvania 19102


Telecopier
      No.: (215) 735-2513


Attention:
      J.Baur Whittlesey




If
      to the
      Trustee or Paying Agent:





Wachovia
      Bank, National Association


5847
      San
      Felipe, Suite 1050


Houston,
      Texas 77057


Attention:
      Corporate Trust Department


Telecopier
      No.: (713) 278-4329





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


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





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





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





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





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





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





Section
                12.04.
            Certificate
                and Opinion as to Conditions Precedent.





Upon
      any
      request or application by the Issuers or any Subsidiary Guarantor to the Trustee
      to take any action under this Indenture, the Issuers or such Subsidiary
      Guarantors shall furnish to the Trustee:





(a)    
      an Officers’ Certificate in form and substance reasonably satisfactory to the
      Trustee (which shall include the statements set forth in Section 12.05 hereof)
      stating that, in the opinion of the signers, all conditions precedent and
      covenants, if any, provided for in this Indenture relating to the proposed
      action have been satisfied; and





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





In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more such Persons
      as
      to other matters, and any such Person may certify or give an opinion as to
      such
      matters in one or several documents.





Any
      certificate or opinion of an Officer of the General Partner, an Issuer or any
      Subsidiary Guarantor may be based, insofar as it relates to legal matters,
      upon
      a certificate or opinion of, or representations by, counsel, unless such Officer
      knows, or in the exercise of reasonable care should know, that the certificate
      or opinion or representations with respect to the matters upon which his
      certificate or opinion is based are erroneous. Any such certificate or Opinion
      of Counsel may be based, and may state that it is so based, insofar as it
      relates to factual matters, upon a certificate or opinion of, or representations
      by, an Officer or Officers of the General Partner, an Issuer or such Subsidiary
      Guarantor stating that the information with respect to such factual matters
      is
      in possession of the General Partner, an Issuer or such Subsidiary Guarantor,
      unless such counsel knows, or in the exercise of reasonable care should know,
      that the certificate of opinion or representations with respect to such matters
      are erroneous.


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Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.





Section
                12.05.
            Statements
                Required in Certificate or Opinion.





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





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





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





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





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





Section
                12.06.
            Rules
                by Trustee and Agents.





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





Section
                12.07.
            No
                Personal Liability of Directors, Officers, Employees and Unitholders
                and
                No Recourse Against General Partner.





Neither
      the General Partner nor any past, present or future director, officer, partner,
      employee, incorporator, manager or unitholder or other owner of Equity Interests
      of the Issuers, the General Partner or any Subsidiary Guarantor, as such, shall
      have any liability for any Obligations of the Issuers or the Subsidiary
      Guarantors under the Notes, this Indenture or the Guarantees or for any claim
      based on, in respect of, or by reason of, such Obligations or their creation.
      Each Holder by accepting a Note waives and releases all such liability. The
      waiver and release are part of the consideration for issuance of the
      Notes.





Section
                12.08.
            Governing
                Law.





THE
      LAWS
      OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE,
      THE NOTES AND THE GUARANTEES.





Section
                12.09.
            No
                Adverse Interpretation of Other Agreements.





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





Section
                12.10.
            Successors.





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


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Section
                12.11.
            Severability.





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





Section
                12.12.
            Counterpart
                Originals.





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





Section
                12.13.
            Table
                of Contents, Headings, Etc.





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





[Signatures
      on following pages]


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  IN
        WITNESS WHEREOF, the parties have executed this Indenture as of the date
        first
        written above.
 
 Issuers:
 
 ATLAS
                  PIPELINE PARTNERS, L.P.By:
              
              ATLAS
                  PIPELINE PARTNERS GP, LLC, its general partnerBy:Name:Title:ATLAS
                  PIPELINE FINANCE CORP.By:Name:Title:
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 ATLAS
                  PIPELINE MID-CONTINENT LLCBy:Name:Title:ATLAS
                  ARKANSAS PIPELINE LLCBy:Name:Title:ATLAS
                  PIPELINE NEW YORK, LLCBy:Name:Title:ATLAS
                  PIPELINE OHIO, LLCBy:Name:Title:ATLAS
                  PIPELINE PENNSYLVANIA, LLCBy:Name:Title:
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 Trustee:WACHOVIA
                  Bank, NationalASSOCIATION,
                  as TrusteeBy:Name:Title:
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  SCHEDULE
        A
 
 Schedule
        of Subsidiary Guarantors
 
 ATLAS
        PIPELINE OPERATING PARTNERSHIP, LP
 ATLAS
        PIPELINE MID-CONTINENT LLC
 ATLAS
        PIPELINE MID-CONTINENT GP, LLC
 ATLAS
        ARKANSAS PIPELINE LLC
 ETC
        OKLAHOMA PIPELINE LTD.
 ATLAS
        PIPELINE NEW YORK, LLC
 ATLAS
        PIPELINE OHIO, LLC
 ATLAS
        PIPELINE PENNSYLVANIA, LLC
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  EXHIBIT
        A
 
 (Face
        of
        Note)
 
 [INSERT
        GLOBAL LEGEND, IF APPLICABLE]
 
 [INSERT
        PRIVATE PLACEMENT LEGEND, IF APPLICABLE]
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  CUSIP:
 
 8-1/8%
        Senior Notes due 2015
 
 No.
              
              
              $
 
 ATLAS
        PIPELINE PARTNERS, L.P.
 and
 ATLAS
        PIPELINE Finance Corp.
 
 promise
        to pay to _______________________ or registered assigns, the principal sum
        of
        ____________________ Dollars of the United States of America [or such greater
        or
        lesser amount as may from time to time be endorsed on the Schedule of Exchanges
        of Interests in the Global Note] on December 15, 2015.
 
 Interest
        Payment Dates: June 15 and December 15 of each year
 
 Record
        Dates: June 1 and December 1 of each year
 
 Reference
        is hereby made to the further provisions of this Note set forth on the reverse
        hereof, which further provisions shall for all purposes have the same effect
        as
        if set forth at this place.
 
 Unless
        the certificate of authorization hereon has been duly executed by the Trustee
        referred to on the reverse hereof by manual signature, this Note shall not
        be
        entitled to any benefit of this Indenture or be valid or obligatory for any
        purpose.
  ATLAS
                    PIPELINE PARTNERS, L.P.
                
                ATLAS
                    PIPELINE FINANCE CORP.By:
                
                Atlas
                    Pipeline Partners GP, LLC,
                  its
                    General PartnerBy:
                
                By:Name:
                
                Name:Title:
                
                Title:Certificate
                    of Authentication:This
                    is one of the Notes referred to in the within-mentioned
                    Indenture.WACHOVIA
                    BANK, NATIONAL ASSOCIATION, as TrusteeBy:Authorized
                    SignatoryDate
                    of Authentication:________
                    ___, ____
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 [Back
        of
        Note]
 
 8-1/8%
        Senior Note due 2015
 
 Capitalized
        terms used herein shall have the meanings assigned to them in the Indenture
        referred to below unless otherwise indicated.
 
 1. Interest .
        Atlas
        Pipeline Partners, L.P., a Delaware limited partnership (the “ Company ”),
        and
        Atlas Pipeline Finance Corp., a Delaware corporation (“ Finance
        Co ”
and,
        together with the Company, the “ Issuers ”),
        promise to pay interest on the principal amount of this Note at 8-1/8% per
        annum
        and shall pay any Additional Interest payable pursuant to Section 2 of the
        Registration Rights Agreement referred to below. The Issuers will pay interest
        (including Additional Interest, if any) semi-annually on June 15 and December
        15
        of each year, or if any such day is not a Business Day, on the next succeeding
        Business Day (each an “ Interest
        Payment Date ”).
        Interest on the Notes will accrue from the most recent date to which interest
        has been paid or, if no interest has been paid, from December 20, 2005; *provided* that if
        there is no existing Default in the payment of interest, and if this Note
        is
        authenticated between a record date referred to on the face hereof and the
        next
        succeeding Interest Payment Date, interest shall accrue from such next
        succeeding Interest Payment Date; *provided,
        further* ,
        that
        the first Interest Payment Date shall be June 15, 2006. The Issuers shall
        pay
        interest (including post-petition interest in any proceeding under any
        Bankruptcy Law) on overdue principal and premium, if any, from time to time
        on
        demand at the rate then in effect; the Issuers shall pay interest (including
        post-petition interest in any proceeding under any Bankruptcy Law) on overdue
        installments of interest (including Additional Interest, if any), without
        regard
        to any applicable grace periods, from time to time on demand at the same
        rate to
        the extent lawful. Interest will be computed on the basis of a 360-day year
        comprised of twelve 30-day months.
 
 2. Method
        of Payment .
        The
        Issuers will pay interest (including Additional Interest, if any) on the
        Notes
        (except defaulted interest) to the Persons who are registered Holders of
        Notes
        at the close of business on the June 1 or December 1 next preceding the
        applicable Interest Payment Date, even if such Notes are cancelled after
        such
        record date and on or before such Interest Payment Date, except as provided
        in
        Section 2.12 of the Indenture with respect to defaulted interest. The Notes
        will
        be payable as to principal, premium and interest (including Additional Interest,
        if any) at the office or agency of the Paying Agent maintained for such purpose
        within the City and State of New York, or, at the option of the Issuers,
        payment
        of interest (including Additional Interest, if any) may be made by check
        mailed
        to the Holders at their addresses set forth in the register of Holders, and *provided* that
        payment by wire transfer of immediately available funds will be required
        with
        respect to principal of, interest (including Additional Interest, if any)
        and
        premium on, all Global Notes and all other Notes the Holders of which shall
        have
        provided wire transfer instructions to the Issuers or the Paying Agent. Such
        payment shall be in such coin or currency of the United States of America
        as at
        the time of payment is legal tender for payment of public and private
        debts.
 
 3. Paying
        Agent and Registrar .
        Initially, Wachovia Bank, National Association, the Trustee under the Indenture,
        will act as Paying Agent and Registrar. The Issuers may change any Paying
        Agent
        or Registrar without prior notice to any Holder. The Issuers or any of their
        Subsidiaries may act in any such capacity.
 
 4. Indenture .
        The
        Issuers issued the Notes under an Indenture dated as of December 20, 2005
        (“ Indenture ”)
        among
        the Issuers, the Subsidiary Guarantors and the Trustee. The terms of the
        Notes
        include those stated in the Indenture and those made part of the Indenture
        by
        reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
        77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
        to the Indenture and such Act for a statement of such terms. To the extent
        any
        provision of this Note conflicts with the express provisions of the Indenture,
        the provisions of the Indenture shall govern and be controlling to the extent
        permitted by law. The Notes are unsecured general obligations of the
        Issuers.
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 5. Optional
          Redemption .
          Subject
          to the additional terms and conditions set forth in the Indenture:
 
 (a) On
          and
          after December 15, 2010, the Issuers shall have the option to redeem the
          Notes,
          in whole or, from time to time, a part of the Notes upon not less than
          30 nor
          more than 60 days’ prior notice mailed to the registered address of each Holder
          of Notes to be so redeemed, at the redemption prices (expressed as percentages
          of principal amount) set forth below, plus accrued and unpaid interest
          (including Additional Interest, if any), if any, to the applicable redemption
          date (subject to the rights of Holders of record on the relevant record
          date to
          receive interest due on an Interest Payment Date), if redeemed during the
          twelve-month period beginning on December 15 of the years indicated
          below:
 YEAR
              
              PERCENTAGE2010
              
              
              104.0625
              %2011
              
              
              102.7083
              %2012
              
              
              101.3542
              %2013
                  and thereafter
              
              
              100.0000
              %
 
  (b) On
        or
        before December 15, 2010, the Issuers may redeem all or, from time to time,
        a
        part of the Notes upon not less than 30 nor more than 60 days’ prior notice, at
        a redemption price equal to:
 
 (i) 100%
        of
        the aggregate principal amount of the Notes to be redeemed, plus accrued
        and
        unpaid interest, if any, to the applicable redemption date (subject to the
        right
        of Holders of record on the relevant record date to receive interest due
        on an
        Interest Payment Date), *plus*
 
 (ii) the
        Make
        Whole Amount.
 
 (c) On
        or
        before December 15, 2008, the Issuers may on any one or more occasions redeem
        in
        the aggregate up to 35% of the aggregate principal amount of Notes issued
        under
        the Indenture with the net cash proceeds of one or more Equity Offerings
        at a
        redemption price equal to 108.125% of the principal amount of the Notes to
        be
        redeemed, plus accrued and unpaid interest, if any, to the redemption date
        (subject to the right of Holders of record on a record date to receive interest
        due on the relevant Interest Payment Date); *provided* that
  (i) at
          least
          65% of the aggregate principal amount of Notes issued under the Indenture
          remains outstanding after each such redemption; and
 
 (ii) any
          redemption occurs within 90 days after the closing of such Equity Offering
          (without regard to any over-allotment option).
 6. Mandatory
        Redemption .
        Except
        as set forth in paragraph 7 below, the Issuers shall not be required to make
        mandatory redemption payments with respect to the Notes.
 
 7. Repurchase
        at Option of Holder .
        Subject
        to the additional terms and conditions set forth in the Indenture:
 
 (a) If
        there
        is a Change of Control, each Holder of Notes will have the right to require
        the
        Issuers to repurchase all or any part (equal to $1,000 or an integral multiple
        thereof) of such Holder’s Notes (the “Change of Control Offer”) at a purchase
        price equal to 101% of the aggregate principal amount of the Notes repurchased
        plus accrued and unpaid interest (including Additional Interest, if any)
        thereon, if any, to the date of purchase. Within 30 days following any Change
        of
        Control, the Issuers shall mail a notice to each Holder setting forth the
        procedures governing the Change of Control Offer as required by the Indenture
        and information regarding such other matters as is required under Section
        4.06
        of the Indenture. The Holder of this Note may elect to have this Note or
        a
        portion hereof in an authorized denomination purchased by completing the
        form
        entitled “Option of Holder to Elect Purchase” appearing below and tendering this
        Note pursuant to the Change of Control Offer.
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 (b) If
        the
        Issuers or any Restricted Subsidiary of the Company consummates an Asset
        Sale,
        in certain circumstances specified in Section4.07 of the Indenture the Issuers
        shall commence a pro rata offer to all Holders of Notes and all holders of
        other
        Indebtedness that is pari passu in right of payment with the Notes containing
        provisions similar to those set forth in the Indenture with respect to offers
        to
        purchase or redeem with the proceeds of sales of assets (an “ Asset
        Sale Offer ”)
        pursuant to Section 3.09 of the Indenture to purchase the maximum principal
        amount of Notes and such other pari passu Indebtedness that may be purchased
        out
        of the Excess Proceeds at an offer price in cash in an amount equal to 100%
        of
        the principal amount thereof plus accrued and unpaid interest (including
        Additional Interest, if any, in the case of the Notes) thereon, if any, to
        the
        date of purchase in accordance with the procedures set forth in the Indenture.
        If the aggregate principal amount of Notes surrendered by Holders thereof
        exceeds the amount of Excess Proceeds allocated for repurchase of Notes,
        the
        Trustee shall select the Notes to be purchased on a pro rata basis. Holders
        of
        Notes that are the subject of an Asset Sale Offer will receive an offer to
        purchase from the Issuers prior to any related purchase date and may elect
        to
        have such Notes purchased by completing the form entitled “Option of Holder to
        Elect Purchase” on the reverse of the Notes.
 
 8. Notice
        of Redemption .
        Notice
        of redemption will be mailed at least 30 days but not more than 60 days before
        the redemption date to each Holder whose Notes are to be redeemed at its
        registered address. Notes in denominations larger than $1,000 may be redeemed
        in
        part but only in whole multiples of $1,000, unless all of the Notes held
        by a
        Holder are to be redeemed. On and after the redemption date interest (including
        Additional Interest, if any) ceases to accrue on Notes or portions thereof
        called for redemption unless the Issuers defaults in making such redemption
        payment.
 
 9. Denominations,
        Transfer, Exchange .
        The
        Notes are in registered form without coupons in denominations of $1,000 and
        integral multiples of $1,000. The transfer of Notes may be registered and
        Notes
        may be exchanged as provided in the Indenture. The Registrar and the Trustee
        may
        require a Holder, among other things, to furnish appropriate endorsements
        and
        transfer documents and the Issuers may require a Holder to pay any taxes
        and
        fees required by law or permitted by the Indenture. The Issuers need not
        exchange or register the transfer of any Note or portion of a Note selected
        for
        redemption, except for the portion of any Note being redeemed in part that
        is
        not being redeemed. Also, the Issuers need not exchange or register the transfer
        of any Notes for a period of 15 days before the mailing of a notice of
        redemption or during the period between a record date and the corresponding
        Interest Payment Date.
 
 10. Persons
        Deemed Owners .
        The
        registered Holder of a Note may be treated as its owner for all
        purposes.
 
 11. Amendment,
        Supplement and Waiver .
        Subject
        to certain exceptions, the Indenture, the Guarantees or the Notes may be
        amended
        or supplemented with the consent of the Holders of at least a majority in
        aggregate principal amount of the then outstanding Notes, and any existing
        default or compliance with any provision of the Indenture, the Guarantees
        or the
        Notes may be waived with the consent of the Holders of a majority in aggregate
        principal amount of the then outstanding Notes. Without the consent of any
        Holder of a Note, the Indenture, the Guarantees or the Notes may be amended
        or
        supplemented to cure any ambiguity, defect or inconsistency, to provide for
        uncertificated Notes in addition to or in place of certificated Notes, to
        provide for the assumption of an Issuer’s or a Subsidiary Guarantor’s
        obligations to Holders of the Notes in case of a merger or consolidation
        or sale
        of all or substantially all of such Issuer’s assets, to add or release
        Subsidiary Guarantors pursuant to the terms of the Indenture, to make any
        change
        that would provide any additional rights or benefits to the Holders of the
        Notes
        or surrender any right or power conferred upon the Issuers or the Subsidiary
        Guarantors by the Indenture that does not adversely affect the rights under
        the
        Indenture of any such Holder, to provide for the issuance of additional Notes
        in
        accordance with the limitations set forth in the Indenture, to comply with
        the
        requirements of the SEC in order to effect or maintain the qualification
        of the
        Indenture under the Trust Indenture Act, to evidence or provide for the
        acceptance of appointment under the Indenture of a successor Trustee, to
        add
        additional Events of Default or to secure the Notes and/or the
        Guarantees.
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  12. Defaults
        and Remedies .
        Events
        of Default include in summary form: (i) default for 30 days in the payment
        when
        due of interest on, including Additional Interest, if any, with respect to,
        the
        Notes; (ii) default in payment when due of the principal of or premium, if
        any,
        on the Notes; (iii) failure by the Company or any of its Restricted Subsidiaries
        to comply (for 30 days in the case of a failure to comply that is capable
        of
        cure) with Sections 4.06, 4.07 or 5.01 of the Indenture; (iv) failure by
        the
        Company to comply with any of its other agreements in the Indenture for 60
        days
        after notice to the Issuers by the Trustee or to the Issuers and Trustee
        by
        Holders of at least 25% in aggregate principal amount of the Notes then
        outstanding; (v) default under any mortgage, indenture or instrument under
        which
        there may be issued or by which there may be secured or evidenced any
        Indebtedness for money borrowed by an Issuer or any Restricted Subsidiary
        of the
        Company (or the payment of which is guaranteed by an Issuer or any Restricted
        Subsidiary of the Company), whether such Indebtedness or guarantee now exists,
        or is created after the date of the Indenture, if that default: (a) is caused
        by
        a failure to pay principal of or premium, if any, or interest on such
        Indebtedness prior to the expiration of the grace period provided in such
        Indebtedness on the date of such default (a “ Payment
        Default ”)
        or (b)
        results in the acceleration of such Indebtedness prior to its express maturity
        and, in each case, the principal amount of any such Indebtedness, together
        with
        the principal amount of any other such Indebtedness under which there has
        been a
        Payment Default or the maturity of which has been so accelerated, aggregates
        $10.0 million or more; (vi) the failure by an Issuer or any Restricted
        Subsidiary of the Company to pay final judgments by courts of competent
        jurisdiction aggregating in excess of $10.0 million, which judgments are
        not
        paid, discharged or stayed for a period of 60 days; (vii) except as permitted
        by
        the Indenture, any Guarantee of a Subsidiary Guarantor shall be held in any
        judicial proceeding to be unenforceable or invalid or shall cease for any
        reason
        to be in full force and effect or any Subsidiary Guarantor, or any Person
        acting
        on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations
        under its Guarantee; and (ix) certain events of bankruptcy or insolvency
        with
        respect to an Issuer, the General Partner or any Restricted Subsidiary of
        the
        Company that is a Significant Subsidiary or any group of Restricted Subsidiaries
        that, taken as a whole, would constitute a Significant Subsidiary. If any
        Event
        of Default occurs and is continuing, the Trustee may or at the request of
        the
        Holders of at least 25% in aggregate principal amount of the then outstanding
        Notes shall declare all the Notes to be due and payable. Notwithstanding
        the
        foregoing, in the case of an Event of Default arising from certain events
        of
        bankruptcy or insolvency, with respect to an Issuer or the General Partner,
        all
        outstanding Notes will become due and payable without further action or notice.
        Holders may not enforce the Indenture or the Notes except as provided in
        the
        Indenture. Subject to certain limitations, Holders of a majority in aggregate
        principal amount of the then outstanding Notes may direct the Trustee in
        its
        exercise of any trust or power. The Trustee may withhold from Holders of
        the
        Notes notice of any continuing Default or Event of Default (except a Default
        or
        Event of Default relating to the payment of principal or interest) if it
        determines that withholding notice is in their interest.
 
 The
        Holders of a majority in aggregate principal amount of the Notes then
        outstanding by notice to the Trustee may on behalf of the Holders of all
        of the
        Notes waive any existing Default or Event of Default and its consequences
        under
        the Indenture except a continuing Default or Event of Default in the payment
        of
        interest (including Additional Interest, if any) on, or the principal or
        premium, if any, of the Notes. The Issuers and the Subsidiary Guarantors
        are
        required to deliver to the Trustee annually a statement regarding compliance
        with the Indenture, and the Issuers are required upon becoming aware of any
        Default or Event of Default, to deliver to the Trustee a statement specifying
        such Default or Event of Default.
 
 13. Trustee
        Dealings with Company .
        The
        Trustee, in its commercial banking or any other capacity, may make loans
        to,
        accept deposits from, and perform services for the Company or its Affiliates,
        and may otherwise deal with the Company or its Affiliates, as if it were
        not the
        Trustee.
 
 14. No
        Personal Liability of Directors, Officers, Employees and Unitholders and
        No
        Recourse Against General Partner .
        Neither
        the General Partner nor any past, present or future director, officer, partner,
        employee, incorporator, manager or unitholder or other owner of Equity Interests
        of the Issuers, the General Partner or any Subsidiary Guarantor, as such,
        shall
        have any liability for any Obligations of the Issuers or the Subsidiary
        Guarantors under the Notes, the Indenture or the Guarantees or for any claim
        based on, in respect of, or by reason of, such Obligations or their creation.
        Each Holder by accepting a Note waives and releases all such liability. The
        waiver and release are part of the consideration for issuance of the
        Notes.
 
 15. Authentication .
        This
        Note shall not be valid until authenticated by the manual signature of the
        Trustee or an authenticating agent.
 
 16. Abbreviations .
        Customary abbreviations may be used in the name of a Holder or an assignee,
        such
        as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
        JT TEN
        (= joint tenants with right of survivorship and not as tenants in common),
        CUST
        (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
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  17. Additional
        Rights and Obligations of Holders of Restricted Global Notes and Restricted
        Certificated Notes .
        In
        addition to the rights provided to Holders of Notes under the Indenture,
        Holders
        of Restricted Global Notes and Restricted Certificated Notes shall have all
        the
        rights and obligations set forth in the Registration Rights Agreement dated
        as
        of December 20, 2005, among the Issuers, the Subsidiary Guarantors and the
        parties named on the signature pages thereof (the “ Registration
        Rights Agreement ”).
 
 18. CUSIP
        Numbers .
        Pursuant to a recommendation promulgated by the Committee on Uniform Security
        Identification Procedures, the Issuers have caused CUSIP numbers to be printed
        on the Notes and the Trustee may use CUSIP numbers in notices of redemption
        as a
        convenience to Holders. No representation is made as to the accuracy of such
        numbers either as printed on the Notes or as contained in any notice of
        redemption and reliance may be placed only on the other identification numbers
        placed thereon. The Issuers will furnish to any Holder upon written request
        and
        without charge a copy of the Indenture and/or the Registration Rights
        Agreement.
 
 Requests
        may be made to:
 
 Atlas
        Pipeline Partners, L.P.
 311
        Rouser Road
 Moon
        Township, Pennsylvania 15108
 Attention:
        Chief Financial Officer
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  [FORM
        OF
        ASSIGNMENT]
 
 To
        assign
        this Note, fill in the form below: (I) or (we) assign and transfer this Note
        to:
 
 (Insert
                  assignee’s soc. sec. or tax I.D. no.)(Print
                  or type name, address and zip code of
                  assignee)
 
 and
        irrevocably appoint___________________________________________________________ to
        transfer this Note on the books of the Issuers. The agent may substitute
        another
        to act for him.
 
 Date:
              YourSignature:(Sign
                  exactly as name appears on theother
                  side of this Note)
 
 Signature
        Guarantee*
 ___________________
  *
              NOTICE:
                  The Signature must be guaranteed by an Institution which is a member
                  of
                  one of the following recognized signature Guarantee
                  Programs:
 
 (i)
        The
        Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
        Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
        (SEMP); or (iv) in such other guarantee program acceptable to the
        Trustee.
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  OPTION
        OF
        HOLDER TO ELECT PURCHASE
 
 If
        you
        want to elect to have this Note purchased by the Issuers pursuant to Sections
        3.09 and 4.07 or Section4.06 of the Indenture, check the box below:
 
  ̈
              Sections
                  3.09 and 4.07
               ̈
              Section
                  4.06
 
 If
        you
        want to elect to have only part of the Note purchased by the Issuers pursuant
        to
        Sections 3.09 and 4.07 or Section 4.06 of the Indenture, state the amount
        you
        elect to have purchased (must be an integral multiple of $1,000):
 
 $
 
 Date:
              YourSignature:Date:
              YourSignature:(Sign
                  exactly as name appears on theother
                  side of this Note)
 
 Signature
        Guarantee*
 ________________
  *
              NOTICE:
                  The Signature must be guaranteed by an Institution which is a member
                  of
                  one of the following recognized signature Guarantee
                  Programs:
 
 (i)
        The
        Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
        Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
        (SEMP); or (iv) in such other guarantee program acceptable to the
        Trustee.
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  SCHEDULE
        OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*
 
 The
        following exchanges of a part of this Global Note for an interest in another
        Global Note or for a Certificated Note, or exchanges of a part of another
        Global
        Note or Certificated Note for an interest in this Global Note, have been
        made:
 
 Date
                  of Exchange
              
              Signature
                  of
                authorized
                  signatory
                of
                  Trustee or Note
                Custodian
              
              Amount
                  of decrease
                in
                  Principal amount
                of
                  this Global Note
              
              Amount
                  of increase
                in
                  Principal amount
                of
                  this Global Note
              
              Principal
                  amount
                of
                  this Global Note
                following
                  such
                decrease
                  or increase
   
 _________________
  *
              This
                  schedule should only be included if the Note is issued in global
                  form.
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  EXHIBIT
        B
 
 FORM
        OF
        CERTIFICATE OF TRANSFER
 
 Wachovia
        Bank, National Association
 5847
        San
        Felipe, Suite 1050
 Houston,
        Texas 77057
 Attention:
        Corporate Trust Department
 
 Re:
              8-1/8%
                  Senior Notes due 2015 of Atlas Pipeline Partners,
                  L.P.
 and
        Atlas Pipeline Finance Corp.
 
 Reference
        is hereby made to the Indenture, dated as of December 20, 2005 (the
“ Indenture ”),
        among
        Atlas Pipeline Partners, L.P. (the “ Company ”)
        and
        Atlas Pipeline Finance Corp. (together with the Company, the “ Issuers ”),
        the
        Persons acting as guarantors and named therein (the “ Subsidiary
        Guarantors ”)
        and
        Wachovia Bank, National Association, as trustee. Capitalized terms used but
        not
        defined herein shall have the meanings given to them in the
        Indenture.
 
 ___________________________________________,
        (the “ Transferor ”)
        owns
        and proposes to transfer the Note[s] or interest in such Note[s] specified
        in
        AnnexA hereto, in the principal amount of $____________________ in such Note[s]
        or interests (the “ Transfer ”),
        to
        _______________________________ (the “ Transferee ”),
        as
        further specified in Annex A hereto. In connection with the Transfer, the
        Transferor hereby certifies that:
 
 [CHECK
        ALL THAT APPLY]
 
 1.  ̈ Check if
        Transferee will take delivery of a beneficial interest in the 144A Global
        Note
        or a Certificated Note Pursuant to Rule 144A. The Transfer is being effected
        pursuant to and in accordance with Rule 144A under the United States Securities
        Act of 1933, as amended (the “ Securities
        Act ”),
        and,
        accordingly, the Transferor hereby further certifies that the beneficial
        interest or Certificated Note is being transferred to a Person that the
        Transferor reasonably believed and believes is purchasing the beneficial
        interest or Certificated Note for its own account, or for one or more accounts
        with respect to which such Person exercises sole investment discretion, and
        such
        Person and each such account is a “qualified institutional buyer” within the
        meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
        and
        such Transfer is in compliance with any applicable blue sky securities laws
        of
        any state of the United States. Upon consummation of the proposed Transfer
        in
        accordance with the terms of the Indenture, the transferred beneficial interest
        or Certificated Note will be subject to the restrictions on transfer enumerated
        in the Private Placement Legend printed on the 144A Global Note and/or the
        Certificated Note and in the Indenture and the Securities Act.
 
 2.  ̈ Check if
        Transferee will take delivery of a beneficial interest in the Regulation
        S
        Global Note or a Certificated Note pursuant to Regulation S. The Transfer
        is
        being effected pursuant to and in accordance with Rule 903 or Rule 904 under
        the
        Securities Act and, accordingly, the Transferor hereby further certifies
        that
        (i) the Transfer is not being made to a person in the United States and (x)
        at
        the time the buy order was originated, the Transferee was outside the United
        States or such Transferor and any Person acting on its behalf reasonably
        believed and believes that the Transferee was outside the United States or
        (y)
        the transaction was executed in, on or through the facilities of a designated
        offshore securities market and neither such Transferor nor any Person acting
        on
        its behalf knows that the transaction was prearranged with a buyer in the
        United
        States, (ii) no directed selling efforts have been made in contravention
        of the
        requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
        Act, (iii) the transaction is not part of a plan or scheme to evade the
        registration requirements of the Securities Act, and (iv) if the proposed
        transfer is being made prior to the expiration of the Distribution Compliance
        Period, the transfer is not being made to a U.S. Person or for the account
        or
        benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation
        of
        the proposed transfer in accordance with the terms of the Indenture, the
        transferred beneficial interest or Certificated Note will be subject to the
        restrictions on Transfer enumerated in the Private Placement Legend printed
        on
        the Regulation S Global Note and/or the Certificated Note and in the Indenture
        and the Securities Act.
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  3.  ̈ heck and
        complete if Transferee will take delivery of a beneficial interest in the
        Restricted Global Note or a Certificated Note pursuant to any provision of
        the
        Securities Act other than Rule 144A or Regulation S. The Transfer is being
        effected in compliance with the transfer restrictions applicable to beneficial
        interests in Restricted Global Notes and Restricted Certificated Notes and
        pursuant to and in accordance with the Securities Act and any applicable
        blue
        sky securities laws of any state of the United States, and accordingly the
        Transferor hereby further certifies that (check one):
 
 (a)  ̈ such
        Transfer is being effected pursuant to and in accordance with Rule 144 under
        the
        Securities Act; or
 
 (b)  ̈ such
        Transfer is being effected to the Company, Finance Co or a Subsidiary of
        the
        Company; or
 
 (c)  ̈ such
        Transfer is being effected to an Institutional Accredited Investor and pursuant
        to an exemption from the registration requirements of the Securities Act
        other
        than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
        certifies that the Transfer complies with the transfer restrictions applicable
        to beneficial interests in a Restricted Global Note or Restricted Certificated
        Notes and the requirements of the exemption claimed, which certification
        is
        supported by (1) a certificate executed by the Transferee in the form Exhibit
        E to the
        Indenture and (2) an Opinion of Counsel provided by the Transferor or the
        Transferee (a copy of which the Transferor has attached to this certification),
        to the effect that such Transfer is in compliance with the Securities Act.
        Upon
        consummation of the proposed transfer in accordance with the terms of the
        Indenture, the transferred beneficial interest or Certificated Note will
        be
        subject to the restrictions on transfer enumerated in the Private Placement
        Legend printed on the Restricted Global Note and/or the Certificated Notes
        and
        in the Indenture and the Securities Act.
 
 4.  ̈ Check if
        Transferee will take delivery of a beneficial interest in an Unrestricted
        Global
        Note or of an Unrestricted Certificated Note.
 
 (a)  ̈ Check if
        Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant
        to
        and in accordance with Rule 144 under the Securities Act and in compliance
        with
        the transfer restrictions contained in the Indenture and any applicable blue
        sky
        securities laws of any state of the United States and (ii) the restrictions
        on
        transfer contained in the Indenture and the Private Placement Legend are
        not
        required in order to maintain compliance with the Securities Act. Upon
        consummation of the proposed Transfer in accordance with the terms of the
        Indenture, the transferred beneficial interest or Certificated Note will
        no
        longer be subject to the restrictions on transfer enumerated in the Private
        Placement Legend printed on the Restricted Global Notes, on Restricted
        Certificated Notes and in the Indenture.
 
 (b)  ̈ Check if
        Transfer is Pursuant to Regulation S. (i) The Transfer is being effected
        pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
        Act
        and in compliance with the transfer restrictions contained in the Indenture
        and
        any applicable blue sky securities laws of any state of the United States
        and
        (ii) the restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with the
        Securities Act. Upon consummation of the proposed Transfer in accordance
        with
        the terms of the Indenture, the transferred beneficial interest or Certificated
        Note will no longer be subject to the restrictions on transfer enumerated
        in the
        Private Placement Legend printed on the Restricted Global Notes, on Restricted
        Certificated Notes and in the Indenture.
 
 (c)  ̈ Check if
        Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected
        pursuant to and in compliance with an exemption from the registration
        requirements of the Securities Act other than Rule 144, Rule 903 or Rule
        904 and
        in compliance with the transfer restrictions contained in the Indenture and
        any
        applicable blue sky securities laws of any state of the United States and
        (ii)
        the restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with the
        Securities Act. Upon consummation of the proposed Transfer in accordance
        with
        the terms of the Indenture, the transferred beneficial interest or Certificated
        Note will not be subject to the restrictions on transfer enumerated in the
        Private Placement Legend printed on the Restricted Global Notes or Restricted
        Certificated Notes and in the Indenture.
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  (d)  ̈ Check if
        Transfer is Pursuant to an Effective Registration Statement. The transfer
        is
        being effected pursuant to an effective registration statement under the
        Securities Act and in compliance with the prospectus delivery requirements
        of
        the Securities Act. Upon consummation of the proposed Transfer in accordance
        with the terms of the Indenture, the transferred beneficial interest or
        Certificated Note will not be subject to the restrictions on transfer enumerated
        in the Private Placement Legend printed on the Restricted Global Notes or
        Restricted Certificated Notes and in the Indenture.
 
 This
        certificate and the statements contained herein are made for your benefit
        and
        for the benefit of the Issuers, the Subsidiary Guarantors, and Wachovia Capital
        Markets, LLC, Banc of America Securities LLC and Lehman Brothers Inc. as
        the
        Initial Purchasers (collectively, the “ Initial
        Purchasers ”)
        of
        such Notes being transferred. We acknowledge that you, the Issuers, the
        Subsidiary Guarantors and the Initial Purchasers will rely upon our
        confirmations, acknowledgments and agreements set forth herein, and we agree
        to
        notify you promptly in writing if any of our representations or warranties
        herein ceases to be accurate and complete.
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  [Insert
        Name of Transferor]
 
 By:Name:Title:Dated:________
                  ___, ____
 
 cc:
        Issuers
 Initial
        Purchasers
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  ANNEX
        A
        TO CERTIFICATE OF TRANSFER
 
 1. The
        Transferor owns and proposes to transfer the following:
 
 [CHECK
        ONE OF (a) OR (b)]
 (a)  ̈ a
        beneficial interest in the:
 
 (i)  ̈ 144A
        Global Note (CUSIP ______), or
 
 (ii)  ̈ Regulation S Global Note (CUSIP ______), or
 
 (iii)  ̈ IAI
        Global Note (CUSIP ______); or
 
 (b)  ̈ a
        Restricted Certificated Note.
 
 2.After
        the Transfer the
        Transferee will hold:
 
 [CHECK
        ONE]
 
 (a)  ̈ a
        beneficial interest in the:
 
 (i)  ̈ 144A
        Global Note (CUSIP ______), or
 
 (ii)  ̈ Regulation S Global Note (CUSIP ______), or
 
 (iii)  ̈ IAI
        Global Note (CUSIP ______), or
 
 (iv)  ̈ Unrestricted Global Note (CUSIP ______); or
 
 (b)  ̈ a
        Restricted Certificated Note; or
 
 (c)  ̈ an
        Unrestricted Certificated Note, in accordance with the terms of the
        Indenture.
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  EXHIBIT
        C
 
 FORM
        OF
        CERTIFICATE OF EXCHANGE
 
 Wachovia
        Bank, National Association
 5847
        San
        Felipe, Suite 1050
 Houston,
        Texas 77057
 Attention:
        Corporate Trust Department
 Re:
                8-1/8%
                    Senior Notes due 2015 of Atlas Pipeline Partners,
                    L.P.
 and
          Atlas Pipeline Finance Corp.
 
 (CUSIP
          _____________)
 Reference
        is hereby made to the Indenture, dated as of December 20, 2005 (the
“ Indenture ”),
        among
        Atlas Pipeline Partners, L.P. (the “ Company ”)
        and
        Atlas Pipeline Finance Corp. (together with the Company, the “ Issuers ”),
        the
        Persons acting as guarantors and named therein (the “ Subsidiary
        Guarantors ”)
        and
        Wachovia Bank, National Association, as trustee. Capitalized terms used but
        not
        defined herein shall have the meanings given to them in the
        Indenture.
 
 _____________________________
        (the “ Owner ”)
        owns
        and proposes to exchange the Note[s] or interest in such Note[s] specified
        herein, in the principal amount of $_________________________ in such Note[s]
        or
        interests (the “ Exchange ”).
        In
        connection with the Exchange, the Owner hereby certifies that:
 
 1. Exchange
        of Restricted Certificated Notes or Beneficial Interests in a Restricted
        Global
        Note for Unrestricted Certificated Notes or Beneficial Interests in an
        Unrestricted Global Note
 
 (a)  ̈ Check if
        Exchange is from beneficial interest in a Restricted Global Note to beneficial
        interest in an Unrestricted Global Note. In connection with the Exchange
        of the
        Owner’s beneficial interest in a Restricted Global Note for a beneficial
        interest in an Unrestricted Global Note in an equal principal amount, the
        Owner
        hereby certifies (i) the beneficial interest is being acquired for the Owner’s
        own account without transfer, (ii) such Exchange has been effected in compliance
        with the transfer restrictions applicable to the Global Notes and pursuant
        to
        and in accordance with the United States Securities Act of 1933, as amended
        (the
“ Securities
        Act ”),
        (iii)
        the restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with the
        Securities Act and (iv) the beneficial interest in an Unrestricted Global
        Note
        is being acquired in compliance with any applicable blue sky securities laws
        of
        any state of the United States.
 
 (b)  ̈ Check if
        Exchange is from Restricted Certificated Note to Unrestricted Certificated
        Note.
        In connection with the Owner’s Exchange of a Restricted Certificated Note for an
        Unrestricted Certificated Note, the Owner hereby certifies (i) the Unrestricted
        Certificated Note is being acquired for the Owner’s own account without
        transfer, (ii) such Exchange has been effected in compliance with the transfer
        restrictions applicable to Restricted Certificated Notes and pursuant to
        and in
        accordance with the Securities Act, (iii) the restrictions on transfer contained
        in the Indenture and the Private Placement Legend are not required in order
        to
        maintain compliance with the Securities Act and (iv) the Unrestricted
        Certificated Note is being acquired in compliance with any applicable blue
        sky
        securities laws of any state of the United States.
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  This
        certificate and the statements contained herein are made for your benefit
        and
        the benefit of the Issuers, the Subsidiary Guarantors, and Wachovia Capital
        Markets, LLC, Banc of America Securities LLC and Lehman Brothers Inc., as
        the
        Initial Purchasers (collectively, the “ Initial
        Purchasers ”)
        of
        such Notes being transferred. We acknowledge that you, the Issuers, the
        Subsidiary Guarantors and the Initial Purchasers will rely upon our
        confirmations, acknowledgments and agreements set forth herein, and we agree
        to
        notify you promptly in writing if any of our representations or warranties
        herein ceases to be accurate and complete.
 
 [Insert
        Name of Owner]
 
 By:Name:Title:Dated:________
                  ___, ____
 cc:
                Issuers
 Initial
          Purchasers
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  EXHIBIT
        D
 
 FORM
        OF
        GUARANTEE NOTATION
 
 Subject
        to the limitations set forth in the Indenture (the “ Indenture ”)
        referred to in the Note upon which this notation is endorsed, each of the
        entities listed on Schedule A thereto (hereinafter referred to as the
“ Subsidiary
        Guarantors ,”
which
        term includes any successor or additional Subsidiary Guarantor under the
        Indenture) (i) has unconditionally guaranteed: (a) the due and punctual payment
        of the principal of, premium and interest (including Additional Interest,
        if
        any) on the Notes, whether at maturity or interest payment date, by
        acceleration, call for redemption or otherwise, (b) the due and punctual
        payment
        of interest on the overdue principal of, premium and interest (including
        Additional Interest, if any) if lawful, on the Notes, (c) the due and punctual
        payment or performance of all other Obligations of the Issuers to the Holders
        or
        the Trustee, all in accordance with the terms set forth in the Indenture,
        and
        (d) in case of any extension of time of payment or renewal of any Notes or
        any
        of such other Obligations, the prompt payment in full thereof when due or
        performance thereof in accordance with the terms of the extension or renewal,
        whether at Stated Maturity, by acceleration or otherwise and (ii) has agreed
        to
        pay any and all costs and expenses (including reasonable attorneys’ fees)
        incurred by the Trustee or any Holder in enforcing any rights under this
        Guarantee.
 
 This
        Guarantee Notation is subject to the limitations set forth in the Indenture,
        including Article 10 thereof.
 
 No
        member, manager, stockholder, partner, officer, employee, director or
        incorporator, as such, past, present or future, of the Subsidiary Guarantors
        shall have any personal liability under this Guarantee by reason of his or
        its
        status as such member, manager, partner, stockholder, officer, employee,
        director or incorporator.
 
 The
        Guarantee shall be binding upon each Subsidiary Guarantor and its successors
        and
        assigns and shall inure to the benefit of the successors and assigns of the
        Trustee and the Holders and, in the event of any transfer or assignment of
        rights by any Holder or the Trustee, the rights and privileges herein conferred
        upon that party shall automatically extend to and be vested in such transferee
        or assignee, all subject to the terms and conditions hereof.
 
 Each
        Guarantee shall not be valid or obligatory for any purpose until the certificate
        of authentication on the Note upon which this notation of Guarantee is noted
        shall have been executed by the Trustee under the Indenture by the manual
        signature of one of its authorized officers.
 
 The
        Subsidiary Guarantors may be released from their Guarantees upon the terms
        and
        subject to the conditions provided in the Indenture.
 
 Subsidiary
                    Guarantors:[
                ]By:Name:Title:
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  EXHIBIT
        E
 
 FORM
        OF
        CERTIFICATE FROM
 ACQUIRING
        INSTITUTIONAL ACCREDITED INVESTOR
 
 Atlas
        Pipeline Partners, L.P.
 Atlas
        Pipeline Finance Corp.
 311
        Rouser Road
 Moon
        Township, Pennsylvania 15108
 
 Wachovia
        Bank, National Association
 5847
        San
        Felipe, Suite 1050
 Houston,
        Texas 77057
 Attention:
        Corporate Trust Department
 
 Re:
              8-1/8%
                  Senior Notes due 2015 issued by Atlas Pipeline Partners,
                  L.P.
 and
        Atlas Pipeline Finance Corp.
 
 Reference
        is hereby made to the Indenture, dated as of December 20, 2005 (the
“ Indenture ”),
        among
        Atlas Pipeline Partners, L.P. (the “ Company ”)
        and
        Atlas Pipeline Finance Corp. (“ Finance
        Co ”),
        as
        issuers (the “ Issuers ”),
        the
        Subsidiaries named therein, as Subsidiary Guarantors, and Wachovia Bank,
        National Association, as trustee. Capitalized terms used but not defined
        herein
        shall have the meanings given to them in the Indenture.
 
 In
        connection with our proposed purchase of $_______________ aggregate principal
        amount of:
 
 (a)  ̈ a
        beneficial interest in a Global Note, or
 
 (b)  ̈ a
        Certificated Note,
 
 we
        confirm that:
 
 1. We
        understand that any subsequent transfer of the Notes or any interest therein
        is
        subject to certain restrictions and conditions set forth in the Indenture
        and
        the undersigned agrees to be bound by, and not to resell, pledge or otherwise
        transfer the Notes or any interest therein except in compliance with, such
        restrictions and conditions and the United States Securities Act of 1933,
        as
        amended (the “ Securities
        Act ”).
 
 2. We
        understand that the offer and sale of the Notes have not been registered
        under
        the Securities Act, and that the Notes and any interest therein may not be
        offered or sold except as permitted in the following sentence. We agree,
        on our
        own behalf and on behalf of any accounts for which we are acting as hereinafter
        stated, that if we should sell the Notes or any interest therein, we will
        do so
        only (A) to the Company, Finance Co, or any subsidiary of the Company, (B)
        in
        the United States to a person who the seller reasonably believes is a “qualified
        institutional buyer” (as defined in Rule 144A under the Securities Act) in a
        transaction meeting the requirements of Rule 144A, (C) outside the United
        States
        in an offshore transaction in accordance with Rule 904 under the Securities
        Act,
        (D) pursuant to an exemption from registration under the Securities Act provided
        by Rule 144 thereunder (if available), (E) to an institutional “accredited
        investor” within the meaning of Rule 501(A)(1), (2), (3) or (7) under the
        Securities Act that is an institutional accredited investor acquiring the
        security for its own account or for the account of such institutional accredited
        investor, in each case in a minimum principal amount of the securities of
        $250,000, for investment purposes and not with a view to or for offer or
        sale in
        connection with any distribution in violation of the Securities Act or (F)
        pursuant to an effective registration statement under the Securities Act,
        in
        each of cases (A) through (E) in accordance with any applicable securities
        laws
        of any state of the United States, and we further agree to provide to any
        person
        purchasing a Certificated Note or beneficial interest in a Global Note from
        us
        in a transaction meeting the requirements of clauses (B) through (E) of this
        paragraph a notice advising such purchaser that resales thereof are restricted
        as stated herein.
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  3. We
        understand that, on any proposed resale of the Notes or beneficial interest
        therein, we will be required to furnish to you such certifications, legal
        opinions and other information as you may reasonably requires to confirm
        that
        the proposed sale complies with the foregoing restrictions. We further
        understand that the Notes purchased by us will bear a legend to the foregoing
        effect.
 
 4. We
        are an
        institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
        (7) of Regulation D under the Securities Act) and have such knowledge and
        experience in financial and business matters as to be capable of evaluating
        the
        merits and risks of our investment in the Notes, and we and any accounts
        for
        which we are acting are each able to bear the economic risk of our or its
        investment. We are acquiring the Notes for investment purposes and not with
        a
        view to, or for offer or sale in connection with, any distribution in violation
        of the Securities Act.
 
 5. We
        are
        acquiring the Notes or beneficial interest therein purchased by us for our
        own
        account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
        discretion.
 
 You
        are
        entitled to rely upon this letter and are irrevocably authorized to produce
        this
        letter or a copy hereof to any interested party in any administrative or
        legal
        proceedings or official inquiry with respect to the matters covered
        hereby.
 
 [Insert
                  Name of Institutional Accredited Investor]By:Name:Title:Dated:
              ________
                  ___, ____
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  ANNEX
        I
 
 ATLAS
        PIPELINE PARTNERS, L.P.
 
 ATLAS
        PIPELINE FINANCE CORP.
 
 And
 
 the
        Subsidiary Guarantors named herein
 
 _______________________________________
 
 8-1/8%
        SENIOR NOTES DUE 2015
 
 ______________________________________________
 
 ________________________
 
 FORM
        OF
        SUPPLEMENTAL INDENTURE
 
 DATED
        AS
        OF ____________ __, ____
 
 __________________________
 
 WACHOVIA
        BANK, NATIONAL ASSOCIATION,
 
 Trustee
 
 __________________________
 
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  This
        SUPPLEMENTAL INDENTURE, dated as of ___________ __, ____ is among Atlas Pipeline
        Partners, L.P., a Delaware limited partnership (the “ Company ”),
        Atlas
        Pipeline Finance Corp., a Delaware corporation (“ Finance
        Co ”
and,
        together with the Company, the “ Issuers ”),
        each
        of the parties identified under the caption “ Subsidiary
        Guarantors ”
on
        the
        signature page hereto (the “ Subsidiary
        Guarantors ”)
        and
        Wachovia Bank, National Association, a national banking association, as
        Trustee.
 
 RECITALS
 
 WHEREAS,
        the Issuers, the initial Subsidiary Guarantors and the Trustee entered into
        an
        Indenture, dated as of December 20, 2005 (the “ Indenture” ),
        pursuant to which the Issuers have issued $250,000,000 in principal amount
        of
        8-1/8% Senior Notes due 2015 (the “ Notes ”);
 
 WHEREAS,
        Section 9.01(d) of the Indenture provides that the Issuers, the Subsidiary
        Guarantors and the Trustee may amend or supplement the Indenture in order
        to add
        Subsidiary Guarantors pursuant to Section 4.13 thereof, without the consent
        of
        the Holders of the Notes; and
 
 WHEREAS,
        all acts and things prescribed by the Indenture, by law and by the Certificate
        of Incorporation and the Bylaws (or comparable constituent documents) of
        the
        Issuers, of the Subsidiary Guarantors and of the Trustee necessary to make
        this
        Supplemental Indenture a valid instrument legally binding on the Issuers,
        the
        Subsidiary Guarantors and the Trustee, in accordance with its terms, have
        been
        duly done and performed;
 
 NOW,
        THEREFORE, to comply with the provisions of the Indenture and in consideration
        of the above premises, the Issuers, the Subsidiary Guarantors and the Trustee
        covenant and agree for the equal and proportionate benefit of the respective
        Holders of the Notes as follows:
 
 ARTICLE
        1
 
 Section
        1.01.This Supplemental Indenture is supplemental to the Indenture and does
        and
        shall be deemed to form a part of, and shall be construed in connection with
        and
        as part of, the Indenture for any and all purposes.
 
 Section
        1.02.This Supplemental Indenture shall become effective immediately upon
        its
        execution and delivery by each of the Issuers, the Subsidiary Guarantors
        and the
        Trustee.
 
 ARTICLE
        2
 
 From
        this
        date, in accordance with Section 4.13 and by executing this Supplemental
        Indenture, the Guarantors whose signatures appear below are subject to the
        provisions of the Indenture to the extent provided for in Article 10
        thereunder.
 
 ARTICLE
        3
 
 Section
        3.01.Except as specifically modified herein, the Indenture and the Notes
        are in
        all respects ratified and confirmed ( *mutatis
        mutandis* )
        and
        shall remain in full force and effect in accordance with their terms with
        all
        capitalized terms used herein without definition having the same respective
        meanings ascribed to them as in the Indenture.
 
 Section
        3.02.Except as otherwise expressly provided herein, no duties, responsibilities
        or liabilities are assumed, or shall be construed to be assumed, by the Trustee
        by reason of this Supplemental Indenture. This Supplemental Indenture is
        executed and accepted by the Trustee subject to all the terms and conditions
        set
        forth in the Indenture with the same force and effect as if those terms and
        conditions were repeated at length herein and made applicable to the Trustee
        with respect hereto.
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  Section
        3.03.THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
 
 Section
        3.04.The parties may sign any number of copies of this Supplemental Indenture.
        Each signed copy shall be an original, but all of such executed copies together
        shall represent the same agreement.
 
 [NEXT
        PAGE IS SIGNATURE PAGE]
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  IN
        WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
        to
        be duly executed, all as of the date first written above.
 
 ATLAS
                  PIPELINE PARTNERS, L.P.BY:
              ATLAS
                  PIPELINE PARTNERS GP, L.L.C.,
                ITS
                  GENERAL PARTNERBy:Name:Title:ATLAS
                  PIPELINE FINANCE CORP.By:Name:Title:SUBSIDIARY
                  GUARANTORS:[
              
              
              ]By:Name:Title:WACHOVIA
                BANK, NATIONAL ASSOCIATION,as
                TrusteeBy:Name:Title:
  E-4