exv4w2






Exhibit 4.2




Execution Version




 

 






MARINER ENERGY, INC,




as Issuer




THE GUARANTORS




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of June 10, 2009




 






WELLS FARGO BANK, N.A.,




as Trustee




113/4% Senior Notes due 2016




 

 




 









 












TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1

	 
	 	 	 	 
	ISSUE AND DESCRIPTION OF NOTES

	 
	 	 	 	 
	Section 1.01 Designation and Amount; Payments; Denomination
	 	 	5	 
	Section 1.02 Form of Notes
	 	 	6	 
	Section 1.03 Additional Notes
	 	 	6	 
	Section 1.04 Execution and Authentication
	 	 	7	 
	Section 1.05 Transfer and Exchange
	 	 	8	 
	 
	 	 	 	 
	ARTICLE 2

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 2.01 Definitions
	 	 	11	 
	Section 2.02 Other Definitions
	 	 	38	 
	 
	 	 	 	 
	ARTICLE 3

	 
	 	 	 	 
	REDEMPTION OF THE NOTES

	 
	 	 	 	 
	Section 3.01 Optional Redemption
	 	 	39	 
	Section 3.02 Applicability of Article
	 	 	40	 
	Section 3.03 Election to Redeem; Notice to Trustee
	 	 	40	 
	Section 3.04 Selection by Trustee of Notes to Be Redeemed
	 	 	40	 
	Section 3.05 Notice of Redemption
	 	 	40	 
	Section 3.06 Deposit of Redemption Price
	 	 	41	 
	Section 3.07 Notes Payable on Redemption Date
	 	 	42	 
	Section 3.08 Notes Redeemed in Part
	 	 	42	 
	 
	 	 	 	 
	ARTICLE 4

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	42	 
	Section 4.02 Reports
	 	 	43	 
	Section 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock
	 	 	43	 
	Section 4.04 Restricted Payments
	 	 	47	 
	Section 4.05 Liens
	 	 	51	 
	Section 4.06 Dividend and Other Payment Restrictions Affecting Subsidiaries
	 	 	51	 
	Section 4.07 Asset Sales
	 	 	53	 
	Section 4.08 Transactions with Affiliates
	 	 	55	 
	Section 4.09 Change of Control Triggering Event
	 	 	57	 
	Section 4.10 Future Note Guarantees
	 	 	59	 
	Section 4.11 Designation of Restricted and Unrestricted Subsidiaries
	 	 	59	 
	Section 4.12 Maintenance of Office or Agency
	 	 	60	 
	Section 4.13 Corporate Existence
	 	 	60	 






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	 	 	Page
	Section 4.14 Payment of Taxes and Other Claims
	 	 	60	 
	Section 4.15 Compliance Certificate
	 	 	61	 
	Section 4.16 Further Instruments and Acts
	 	 	61	 
	Section 4.17 Statement by Officers as to Default
	 	 	61	 
	Section 4.18 Payments for Consent
	 	 	61	 
	Section 4.19 Effectiveness of Covenants and Other Provisions Upon an Investment Grade Rating Event
	 	 	61	 
	 
	 	 	 	 
	ARTICLE 5

	 
	 	 	 	 
	SUCCESSOR COMPANY

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 6

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	63	 
	Section 6.02 Acceleration
	 	 	65	 
	Section 6.03 Other Remedies
	 	 	66	 
	Section 6.04 Waiver of Past Defaults
	 	 	66	 
	Section 6.05 Control by Majority
	 	 	66	 
	Section 6.06 Limitation on Suits
	 	 	67	 
	Section 6.07 Rights of Holders to Receive Payment
	 	 	67	 
	Section 6.08 Collection Suit by Trustee
	 	 	67	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	67	 
	Section 6.10 Priorities
	 	 	68	 
	Section 6.11 Undertaking for Costs
	 	 	68	 
	Section 6.12 Waiver of Stay, Extension and Usury Laws
	 	 	68	 
	 
	 	 	 	 
	ARTICLE 7

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 7.01 Satisfaction and Discharge
	 	 	69	 
	 
	 	 	 	 
	ARTICLE 8

	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	70	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	70	 
	Section 8.03 Covenant Defeasance
	 	 	70	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	71	 
	Section 8.05 Deposited Cash and Government Securities to be Held in Trust;
Other Miscellaneous Provisions
	 	 	72	 
	Section 8.06 Repayment to Company
	 	 	72	 
	Section 8.07 Reinstatement
	 	 	73	 






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	 	 	Page
	ARTICLE 9

	 
	 	 	 	 
	AMENDMENTS

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders
	 	 	73	 
	Section 9.02 With Consent of Holders
	 	 	74	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	75	 
	Section 9.04 Revocation and Effect of Consents and Waivers
	 	 	75	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	76	 
	Section 9.06 Trustee To Sign Amendments
	 	 	76	 
	 
	 	 	 	 
	ARTICLE 10

	 
	 	 	 	 
	NOTE GUARANTEES

	 
	 	 	 	 
	Section 10.01 Note Guarantees
	 	 	76	 
	Section 10.02 Limitation on Liability; Termination, Release and Discharge
	 	 	78	 
	Section 10.03 Limitation of Guarantors’ Liability
	 	 	79	 
	Section 10.04 Contribution
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 11

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 11.01 Trust Indenture Act Controls
	 	 	80	 
	Section 11.02 Notices
	 	 	80	 
	Section 11.03 Communication by Holders with Other Holders
	 	 	81	 
	Section 11.04 Certificate and Opinion as to Conditions Precedent
	 	 	81	 
	Section 11.05 Statements Required in Certificate or Opinion
	 	 	81	 
	Section 11.06 When Notes Disregarded
	 	 	82	 
	Section 11.07 Rules by Trustee, Paying Agent and Registrar
	 	 	82	 
	Section 11.08 Legal Holidays
	 	 	82	 
	Section 11.09 Governing Law
	 	 	82	 
	Section 11.10 No Recourse Against Others
	 	 	82	 
	Section 11.11 Successors
	 	 	82	 
	Section 11.12 Multiple Originals
	 	 	82	 
	Section 11.13 Severability
	 	 	83	 
	Section 11.14 No Adverse Interpretation of Other Agreements
	 	 	83	 
	Section 11.15 Table of Contents; Headings
	 	 	83	 
	Section 11.16 Patriot Act
	 	 	83	 
	Section 11.17 Scope of Supplemental Indenture
	 	 	83	 
	Section 11.18 Ratification and Incorporation of Base Indenture
	 	 	83	 
	Section 11.19 No Security Interest Created
	 	 	83	 
	Section 11.20 Covenants Not Applicable
	 	 	83	 
	Exhibit A Form of Note
	 	 	A-1	 






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FIRST SUPPLEMENTAL INDENTURE




     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 10, 2009 (this “Supplemental Indenture”),
is entered into between MARINER ENERGY, INC., a Delaware corporation (the “Company”), the
GUARANTORS (as defined herein) and WELLS FARGO BANK, N.A., a New York State banking association, as
trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings
set forth in the Base Indenture (as defined below).



RECITALS




     WHEREAS, the Company, the Guarantors and the Trustee have entered into that certain Indenture,
dated as of June 10, 2009 (the “Base Indenture”), pursuant to which the Company may from time to
time issue its senior indebtedness in the form of one or more series of debentures, notes, bonds or
other evidences of indebtedness (collectively, the “Securities”).



     WHEREAS, Section 9.1 of the Base Indenture provides that the Company, the Guarantors and the
Trustee may, without notice to or consent of the Holders of the Securities, enter into a
supplemental Indenture (i) in accordance with clause (8) thereof, to establish the form or terms of
Securities of any series as permitted by Section 2.1 of the Base Indenture or (ii) in accordance
with clause (7) thereof, to change or eliminate any of the provisions of the Base Indenture in
respect of a series of Securities so long as any such change or elimination shall become effective
only when there is no Security of any series created prior to the execution of such supplemental
indenture that is adversely affected in any material respect by such change in or elimination of
such provision; and



     WHEREAS, the Company has duly authorized the issue of a new series of Securities designated as
the 113/4% Senior Notes due 2016 (as they may be issued from time to time under this Supplemental
Indenture, including any Additional Notes issued pursuant to Section 2.1 of the Base Indenture and
Section 1.03 of this Supplemental Indenture, the “Notes”), initially in an aggregate
principal amount not to exceed $300,000,000 and, in connection therewith, the Company has duly
determined to make, execute and deliver this Supplemental Indenture to establish the form and set
forth the terms of the Notes in accordance with the Base Indenture and to change and eliminate
certain provisions of the Base Indenture in respect of the Notes; and



     WHEREAS, the Company proposes that its obligations under such new series of Securities and
under the Indenture to the extent applicable to such new series of Securities be guaranteed by each
of the Guarantors in accordance with the provisions of the Indenture (including Article X of the
Base Indenture and the provisions of this Supplemental Indenture); and



     WHEREAS, the Company and the Guarantors have determined that this Supplemental Indenture is
authorized or permitted by Section 9.1 of the Base Indenture and have delivered to the Trustee an
Opinion of Counsel and Officers’ Certificate to the effect that all conditions precedent provided
for in the Base Indenture to the execution and delivery of this Supplemental Indenture have been
complied with; and



     WHEREAS, the Form of Note, the Trustee’s Certificate of Authentication to be borne by each
Note, the Form of Option of Holder to Elect Purchase, the Form of Schedule of Increases or
Decreases in Global Note and the Form of Assignment and Transfer to be borne by the Notes are
to be substantially in the forms hereinafter provided for; and



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     WHEREAS, all things necessary to make the Notes and the Guarantees thereof of the Guarantors,
when the Notes have been executed by the Company and authenticated and delivered by the Trustee or
a duly authorized authenticating agent, as in the Base Indenture provided, the valid and legally
binding obligations of the Company and the Guarantors, respectively, have been done; and



     WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding
agreement according to its terms, and a valid and legally binding amendment of, and supplement to,
the Base Indenture, have been done.



     NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the
parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows for the
benefit of the Trustee and the Holders:



ARTICLE 1




ISSUE AND DESCRIPTION OF NOTES




     Section 1.01 Designation and Amount; Payments; Denomination. The Notes shall be
designated as the “113/4% Senior Notes due 2016.” The Notes are hereby established as a series of
Securities under the Base Indenture. The aggregate principal amount of Notes that may be
authenticated and delivered under this Supplemental Indenture is not limited. The aggregate
principal amount of Notes initially authorized for authentication and delivery pursuant to this
Supplemental Indenture (the “Initial Notes”) is limited to $300,000,000 (except for Notes
authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of
other Notes pursuant to Section 1.04(d), Section 3.08, Section 4.07, Section
4.09 and Section 9.05 hereof and Section 2.8, Section 2.9, Section 2.10, Section 2.13, Section
2.16, Section 5.7 and Section 9.5 of the Base Indenture). The Company may, and shall be entitled
to, from time to time, without notice to or the consent of the Holders of the Notes and without any
further supplement or amendment to the Base Indenture or this Supplemental Indenture, in accordance
with and subject to the conditions specified in, Section 1.03 below, increase the principal amount
of Notes and issue such increased principal amount (or any portion thereof) of Notes as “Additional
Notes” under this Supplemental Indenture.



     Payment of the principal of and interest on the Notes shall be made in Dollars, and the Notes
shall be denominated in Dollars and in amounts equal to either $2,000 or an integral multiple of
$1,000 in excess thereof.



     If a Holder has given wire transfer instructions to the Company, the Company will, or if the
Company is not then the Paying Agent, the Company will cause the Paying Agent to, pay all
principal, interest and premium, if any, on that Holder’s Notes in accordance with the
instructions; all other payments of the principal of (and premium, if any) and interest on the
Notes shall be payable at the office or agency of the Company maintained for such purpose in The
City of New York, or at such other office or agency of the Company as may be maintained for such
purpose pursuant to Section 2.5 of the Base Indenture; provided, however, that, at the option of the Company, each installment
of interest may be paid by check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global
Note (including principal, premium and interest) will be made by wire transfer of immediately
available funds to the accounts specified by DTC or its nominee.



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     Initially, Wells Fargo Bank, N.A. will act as Paying Agent and Registrar with respect to the
Notes. The Company may appoint and change any Paying Agent or Registrar without notice.



     The Notes shall be guaranteed by Guarantees of each of the Guarantors as set forth in
Article 10 hereof. Article X of the Base Indenture (as amended and supplemented by
this Supplemental Indenture, including Article 10 hereof) shall apply to the Notes.



     Provisions of the Base Indenture to the extent related to Additional Amounts (as defined
therein) shall not apply to the Notes.



     Section 1.02 Form of Notes. The Notes shall be substantially in the form set forth in
Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture.



     The Notes shall not bear, and the Note Guarantees thereof by any Guarantor shall be valid and
enforceable notwithstanding the absence on the Notes of, any Notation of Guarantee by such
Guarantor.



     Any of the Notes may have such letters, numbers or other marks of identification and, in
addition to those set forth on Exhibit A and in Section 1.05(b), such notations,
legends or endorsements as the officers executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the provisions of this
Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of any securities
exchange or automated quotation system on which the Notes may be listed or designated for issuance,
or to conform to usage or to indicate any special limitations or restrictions to which any
particular Notes are subject.



     The terms and provisions contained in the form of Note attached as Exhibit A hereto
shall constitute, and are hereby expressly made, a part of the Indenture and, to the extent
applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this
Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.



     Section 1.03 Additional Notes.



     (a) With respect to any Additional Notes, there shall be (a) established in or pursuant to a
Board Resolution and (b) (i) set forth or determined in the manner provided in an Officers’
Certificate or (ii) established in one or more indentures supplemental to this Supplemental
Indenture, prior to the issuance of such Additional Notes:




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




     (2) the issue price and the issue date of such Additional Notes, including the date
from which interest shall accrue and the first interest payment date therefor; and




     (3) if applicable, that such Additional Notes shall be issuable in whole or in part in
the form of one or more Global Securities and, in such case, the respective depositaries for
such Global Securities, the form of any legend or legends which shall be borne by such
Global Securities in addition to or in lieu of those set forth in Exhibit A hereto
and any circumstances in addition to or in lieu of those set forth in Exhibit A in
which any such Global Securities



-6-









 







may be exchanged in whole or in part for Additional Notes
registered, or any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the depositary for such Global Note or a nominee
thereof.



     (b) If any of the terms of any Additional Notes are established by action taken pursuant to a
Board Resolution, a copy thereof shall be delivered to the Trustee at or prior to the delivery of
the Officers’ Certificate or the indenture supplemental to this Supplemental Indenture setting
forth the terms of the Additional Notes.



     (c) The Initial Notes and any Additional Notes shall be considered collectively as a single
class for all purposes of the Indenture. Holders of the Initial Notes and any Additional Notes
will vote and consent together on all matters to which such Holders are entitled to vote or consent
as one class, and none of the Holders of the Initial Notes or any Additional Notes shall have the
right to vote or consent as a separate class on any matter to which such Holders are entitled to
vote or consent.



     Section 1.04 Execution and Authentication.



     (a) The Initial Notes may forthwith be executed by the Company and, together with a Company
Order for authentication and delivery thereof, delivered to the Trustee for authentication and
delivery by the Trustee for original issue in accordance with the provisions of Section 2.4 of the
Base Indenture.



     (b) At any time and from time to time after the issuance of the Initial Notes, the Trustee
shall authenticate and deliver any Additional Notes for original issue in accordance with the
provisions of Section 2.4 of the Base Indenture in an aggregate principal amount determined at the
time of issuance and specified in a Company Order. Such Company Order shall specify the principal
amount of the Additional Notes to be authenticated and the date on which the original issue of such
Additional Notes is to be authenticated.



     (c) The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the
Company to authenticate the Notes. Unless limited by the terms of such appointment, any such
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in the
Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.



     (d) In case the Company or any Guarantor, pursuant to Article 5 or Section
10.02, shall be consolidated, amalgamated or merged with or into any other Person, shall
convert into another form of entity or continue in another jurisdiction or shall convey, transfer,
lease or otherwise dispose of all or substantially all of its properties and assets to any Person,
and the successor Person resulting from such consolidation, amalgamation, conversion or
continuation, or surviving such merger, or into which any Company or any Guarantor shall have been
merged, or the Person which shall have received a conveyance, transfer, lease or other disposition
as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to
Article 5, any of the Notes authenticated or delivered prior to such consolidation, amalgamation,
merger, conversion, continuation, conveyance, transfer, lease or other disposition may, from time
to time, at the request of the successor Person, be exchanged for other Notes executed in the name
of the successor Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Notes surrendered for such exchange and of like
principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate
and deliver Notes as specified in such order for the purpose of such exchange. If



-7-









 







Notes shall at
any time be authenticated and delivered in any new name of a successor Person pursuant to this
Section 1.04 in exchange or substitution for or upon registration of transfer of any Notes, such
successor Person, at the option of the Holders but without expense to them, shall provide for the
exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new
name.



     (e) The Registrar shall retain copies of all letters, notices and other written communications
received pursuant to Section 1.01 or this Section 1.04. The Company shall have the
right to inspect and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable prior written notice to the Registrar.



     Section 1.05 Transfer and Exchange.



     (a) Global Notes. The Initial Notes and, to the extent specified as provided in
Section 1.03(a)(2), any Additional Notes shall be issued in the form of a permanent global
Note, without interest coupons, substantially in the form of Exhibit A, which is hereby
incorporated by reference and made a part of the Indenture, deposited with the Trustee, as
custodian for DTC or its nominee (the “Securities Custodian”), duly executed by the Company and
authenticated by the Trustee as hereinafter provided, including the legend set forth in Section
1.05(b) hereof. The Global Notes may be represented by more than one certificate, if so
required by DTC’s rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of any Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as
hereinafter provided.



     (b) Legend. The Global Notes shall bear the following legend (the “Global Note
Legend”) on the face thereof:




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




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



     (c) Book-Entry Provisions.




     (1) This Section 1.05(c) shall apply only to Global Notes deposited with the
Trustee, as custodian for DTC.



-8-









 






     (2) Each Global Note initially shall (x) be registered in the name of DTC for such
Global Note or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and
(z) bear the legend as set forth in Section 1.05(b).




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




     (4) In connection with any transfer of a portion of the beneficial interest in a Global
Note pursuant to subsection (d) of this Section 1.05(c) to beneficial owners who are
required to hold Definitive Notes, the Securities Custodian shall reflect on its books and
records the date and a decrease in the principal amount of such Global Note in an amount
equal to the principal amount of the beneficial interest in the Global Note to be
transferred, and the Company shall execute, and the Trustee shall authenticate and deliver,
one or more Definitive Notes of like tenor and amount.




     (5) In connection with the transfer of an entire Global Note to beneficial owners
pursuant to subsection (6) of this Section 1.05(c), such Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and the Company shall execute, and the
Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in
exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of
Definitive Notes of authorized denominations.




     (6) The registered Holder of a Global Note may grant proxies and otherwise authorize
any person, including Agent Members and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under the Indenture or the
Notes.



     (d) Definitive Notes. (1) Except as provided below, owners of beneficial interests in
Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to
any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for
their beneficial interests in a Global Note upon written request in accordance with DTC’s and the
Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in a Global Note if (a) DTC notifies the Company
that it is unwilling or unable to continue as depositary for such Global Notes or DTC ceases to be
a clearing agency registered under the Exchange Act, at a time when DTC is required to be so
registered in order to act as depositary, and, in either case, a successor depositary is not
appointed by the Company within 90 days of such notice, (b) the Company, at its option, notifies
the Trustee in writing that it elects to cause the issuance of Definitive Notes or (c) a Default or
Event of Default has occurred and is continuing with respect to the Notes.



-9-









 






     (2) In connection with the exchange of a portion of a Definitive Note for a beneficial
interest in a Global Note, the Trustee shall cancel such Definitive Note, and the Company
shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a
new Definitive Note representing the principal amount not so transferred.



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




     (1) To permit registrations of transfers and exchanges, the Company shall, subject to
the other terms and conditions of this Article 1 and Article II of the Base
Indenture, execute, and the Trustee shall authenticate, Definitive Notes and Global Notes at
the Registrar’s or co-registrar’s request.




     (2) No service charge shall be made to a Holder for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith (other than any
such transfer taxes, assessments or similar governmental charges payable upon exchange or
transfer pursuant to Sections 1.04(d),3.08, 4.07, 4.09 or
9.05).




     (3) The Registrar or co-registrar shall not be required to register the transfer or
exchange of (i) any Notes selected for redemption (except in the case of Notes to be
redeemed in part, the portion of the Note not to be redeemed) or (ii) any Notes for a period
beginning 15 days before a selection of Notes to be redeemed.




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




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



     (f) No Obligation of the Trustee.




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



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Trustee may rely and shall be fully protected in relying
upon information furnished by DTC with respect to its members, participants and any
beneficial owners.




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



ARTICLE 2




DEFINITIONS AND INCORPORATION BY REFERENCE




     All capitalized terms contained in this Supplemental Indenture shall, except as specifically
provided for herein and except as the context may otherwise require, have the meanings given to
such terms in the Base Indenture. Unless otherwise specified or the context otherwise requires,
(i) all references in this Supplemental Indenture to Articles, Sections or Exhibits refer to
Articles, or Sections of or Exhibits to this Supplemental Indenture and (ii) the terms “herein,”
“hereof,” “hereunder” and any other word of similar import refers to this Supplemental Indenture.
In the event of any inconsistency between the Base Indenture and this Supplemental Indenture, this
Supplemental Indenture shall govern. The rules of interpretation set forth in the Base Indenture
shall be applied hereto as if set forth in full herein. Unless the context otherwise requires, the following
terms shall have the following meanings:



     Section 2.01 Definitions



     “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 Restricted Subsidiary of, such specified
Person but excluding Indebtedness which 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 Assets” means:




	 	(1)	 	any assets used or useful in the Oil and Gas Business, other than Indebtedness
or Capital Stock;
	 
	 	(2)	 	the Capital Stock of a Person that becomes a Restricted Subsidiary as a result
of the acquisition of such Capital Stock by the Company or any of its Restricted
Subsidiaries; or





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




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




     “Additional Notes” has the meaning ascribed to it in Section 1.01 of this Supplemental
Indenture.



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




(1) the sum of:




(a) discounted future net revenue from proved crude oil and natural gas reserves of
the Company and its Restricted Subsidiaries calculated in accordance with SEC
guidelines before any state or Federal income taxes, as estimated in a reserve
report prepared as of the end of the fiscal year ending at least 91 days prior to
the date of determination, which reserve report is prepared or audited by
independent petroleum engineers as increased by, as of the date of determination, the discounted future
net revenue of:




	 	(i)	 	estimated proved crude oil and natural gas
reserves of the Company and its Restricted Subsidiaries attributable to
acquisitions consummated since the date of such reserve report, and
	 
	 	(ii)	 	estimated crude oil and natural gas reserves of
the Company and its Restricted Subsidiaries attributable to extensions,
discoveries and other additions and upward determinations of estimates
of proved crude oil and natural gas reserves (including previously
estimated development costs incurred during the period and the
accretion of discount since the prior period end) due to exploration,
development or exploitation, production or other activities which
reserves were not reflected in such reserve report which would, in
accordance with standard industry practice, result in such
determinations, in each case calculated in accordance with SEC
guidelines (utilizing the prices utilized in such year-end reserve
report),






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




	 	(iii)	 	estimated proved crude oil and natural gas
reserves of the Company and its Restricted Subsidiaries reflected in
such reserve report produced or disposed of since the date of such
reserve report, and
	 
	 	(iv)	 	reductions in the estimated oil and natural gas
reserves of the Company and its Restricted Subsidiaries reflected in
such reserve report since the date of such reserve report attributable
to downward determinations of estimates of proved crude oil and natural
gas 




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	 	 	 	reserves due to exploration, development or exploitation,
production or other activities conducted or otherwise occurring since
the date of such reserve report which would, in accordance with
standard industry practice, result in such determinations, in each case
calculated in accordance with SEC guidelines (utilizing the prices
utilized in such reserve report);






provided, however, that, in the case of each of the determinations made
pursuant to clauses (i) through (iv), such increases and decreases shall be
estimated by the Company’s engineers, except that if as a result of such
acquisitions, dispositions, discoveries, extensions or revisions, there is a
Material Change, then such increases and decreases in the discounted future
net revenue shall be confirmed in writing by an independent petroleum
engineer;




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




(c) the Net Working Capital (excluding, to the extent included in the determination
of discounted future net revenues under clause (1)(a) above, any adjustments made
pursuant to FAS 143) as of a date no earlier than the date of the Company’s latest
available annual or quarterly financial statements; and




(d) the greater of




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






(2) the sum of:




(a) Minority Interests;




(b) any net natural gas balancing liabilities of the Company and its Restricted
Subsidiaries reflected in the Company’s latest audited financial statements;




(c) to the extent included in clause (1)(a) above, the discounted future net
revenue, calculated in accordance with SEC guidelines (utilizing the same prices in
the Company’s year-end reserve report), attributable to reserves subject to



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participation interests, overriding royalty interests or other interests of third
parties, pursuant to participation, partnership, vendor financing or other
agreements then in effect, or which otherwise are required to be delivered to third
parties;




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




(e) the discounted future net revenue, calculated in accordance with SEC guidelines,
attributable to reserves subject to Dollar-Denominated Production Payments that,
based on the estimates of production included in determining the discounted future
net revenue specified in the immediately preceding clause (i)(a) (utilizing the same prices utilized in the Company’s year-end reserve report), would
be necessary to satisfy fully the obligations of the Company and its Restricted
Subsidiaries with respect to Dollar-Denominated Production Payments on the schedules
specified with respect thereto.


If the Company changes its method of accounting from the full cost method to the successful efforts
method or a similar method of accounting, “Adjusted Consolidated Net Tangible Assets” will continue
to be calculated as if the Company were still using the full cost method of accounting.




     “Applicable Premium” means, with respect to any Note on any Redemption Date, an amount equal
to the excess of:




	 	(1)	 	the present value at such Redemption Date of (A) the redemption price of the
Note at June 30, 2013 plus (B) all required interest payments due on the Note through
June 30, 2013 (excluding accrued but unpaid interest to the Redemption Date) discounted
back to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at a rate equal to the Treasury Rate as of such Redemption
Date plus 50 basis points; over
	 
	 	(2)	 	the then-outstanding principal amount of the Note.




Unless the Company defaults in payment of the Applicable Premium, on and after the applicable
Redemption Date, interest will cease to accrue on the Notes to be redeemed.




     “Asset Sale” means:




	 	(1)	 	the sale, lease, conveyance or other disposition of any assets or rights
(including by way of a Production Payment or a sale and leaseback transaction);
provided that the sale, lease, conveyance or other disposition of all or substantially
all of the assets of the Company or of the Company and its Restricted Subsidiaries
taken as a whole will be governed by Section 4.09 and/or Section 5.01
and not by Section 4.07; and





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





     Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:




	 	(1)	 	any single transaction or series of related transactions that involves assets
having a Fair Market Value of less than $5.0 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 of the Company to
the Company or to a Restricted Subsidiary of the Company;
	 
	 	(4)	 	the sale or lease of products, services or accounts receivable in the ordinary
course of business and any sale or other disposition of damaged, worn-out or obsolete
assets in the ordinary course of business;
	 
	 	(5)	 	the sale or other disposition of cash or Cash Equivalents;
	 
	 	(6)	 	a Restricted Payment that is permitted by Section 4.04;
	 
	 	(7)	 	a Permitted Investment, including without limitation, unwinding Hedging
Obligations;
	 
	 	(8)	 	a disposition of Hydrocarbons or mineral products inventory in the ordinary
course of business;
	 
	 	(9)	 	the sale or transfer (whether or not in the ordinary course of business) of
crude oil and natural gas properties or direct or indirect interests in real property;
provided, that at the time of such sale or transfer such properties do not have
associated with them any proved reserves;
	 
	 	(10)	 	the farm-out, lease or sublease of developed or undeveloped crude oil or
natural gas properties owned or held by the Company or such Restricted Subsidiary in
exchange for crude oil and natural gas properties owned or held by another Person;
	 
	 	(11)	 	any trade or exchange by the Company or any Restricted Subsidiary of oil and
gas properties or other properties or assets for oil and gas properties or other
properties or assets owned or held by another Person, provided that the Fair Market
Value of the properties or assets traded or exchanged by the Company or such Restricted
Subsidiary (together with any cash) is reasonably equivalent to the Fair Market Value
of the properties or assets (together with any cash) to be received by the Company or
such Restricted Subsidiary, and provided further that any net cash received must be
applied in accordance with Section 4.07;
	 
	 	(12)	 	the creation or perfection of a Lien (but not, except to the extent
contemplated in clause (13) below, the sale or other disposition of the properties or
assets subject to such Lien);




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	 	(13)	 	the creation or perfection of a Permitted Lien and the exercise by any Person
in whose favor a Permitted Lien is granted of any of its rights in respect of that
Permitted Lien;
	 
	 	(14)	 	the licensing or sublicensing of intellectual property, including, without
limitation, licenses for seismic data, in the ordinary course of business and which do
not materially interfere with the business of the Company and its Restricted
Subsidiaries; and
	 
	 	(15)	 	a surrender or waiver of contract rights or the settlement, release or
surrender of contract, tort or other claims of any kind.





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



     “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 after the passage of time. The terms “Beneficial Ownership”, “Beneficially Owns”
and “Beneficially Owned” have a corresponding meaning.



     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the
date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be prepaid by the lessee without payment of a penalty.



     “Cash Equivalents” means:




	 	(1)	 	United States dollars;
	 
	 	(2)	 	securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality of the United States government
(provided that the full faith and credit of the United States is pledged in support of
those securities) having maturities of not more than one year from the date of
acquisition;
	 
	 	(3)	 	marketable general obligations issued by any state of the United States of
America or any political subdivision of any such state or any public instrumentality
thereof maturing within one year from the date of acquisition thereof and, at the time
of acquisition thereof, having a credit rating of “A” or better from either S&P or
Moody’s;
	 
	 	(4)	 	certificates of deposit, demand deposit accounts and eurodollar time deposits
with maturities of one year or less from the date of acquisition, bankers’ acceptances
with 




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	 	 	 	maturities not exceeding one year and overnight bank deposits, in each case, with
any domestic commercial bank having capital and surplus in excess of $500.0 million and
a Thomson Bank Watch Rating of “B” or better;
	 
	 	(5)	 	repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (2), (3) and (4) above entered into with
any financial institution meeting the qualifications specified in clause (4) above;
	 
	 	(6)	 	commercial paper having one of the two highest ratings obtainable from Moody’s
or S&P and, in each case, maturing within six months after the date of acquisition; and
	 
	 	(7)	 	money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (6) of this definition.





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




	 	(1)	 	the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or assets of the Company
and its Subsidiaries taken as a whole to any “person” (as that term is used in Section
13(d) of the Exchange Act);
	 
	 	(2)	 	the adoption of a plan relating to the liquidation or dissolution of the
Company;
	 
	 	(3)	 	the consummation of any transaction (including, without limitation, any merger
or consolidation), the result of which is that any “person” (as defined above) becomes
the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of
the Company, measured by voting power rather than number of shares; or
	 
	 	(4)	 	during any period of two consecutive years, Continuing Directors cease to
constitute a majority of the Board of Directors of the Company.





     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Decline with respect to the Notes.



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




	 	(1)	 	an amount equal to any extraordinary loss plus any net loss realized by such
Person or any of its Restricted Subsidiaries in connection with an Asset Sale (together
with any related provision for taxes and any related 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 deducted in computing
such Consolidated Net Income; plus
	 
	 	(2)	 	provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such provision for taxes
was deducted in computing such Consolidated Net Income; plus




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	 	(3)	 	the Fixed Charges of such Person and its Restricted Subsidiaries for such
period, to the extent that such Fixed Charges were deducted in computing such
Consolidated Net Income; plus
	 
	 	(4)	 	depreciation, depletion, amortization (including amortization of intangibles
but excluding amortization of prepaid cash expenses that were paid in a prior period),
impairment 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, impairment and other non-cash expenses were
deducted in computing such Consolidated Net Income; minus
	 
	 	(5)	 	non-cash items increasing such Consolidated Net Income for such period, other
than items that were accrued in the ordinary course of business, and minus
	 
	 	(6)	 	the sum of (a) the amount of deferred revenues that are amortized during such
period and are attributable to reserves that are subject to Volumetric Production
Payments and (b) amounts recorded in accordance with GAAP as repayments of principal
and interest pursuant to Dollar-Denominated Production Payments,





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



     Notwithstanding the foregoing, the provision for taxes on the income or profits of, and the
depreciation, depletion and amortization and other non-cash charges and expenses of, a Restricted
Subsidiary of the referent Person shall be added to Consolidated Net Income to compute Consolidated
Cash Flow only to the extent (and in the same proportion) that the Net Income of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be dividended to the
referent Person by such Restricted Subsidiary without prior governmental approval (that has not
been obtained), and without direct or indirect restriction pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.



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




	 	(1)	 	the Net Income (but not loss) of any Person that is not a Restricted Subsidiary
or that is accounted for by the equity method of accounting will be included only to
the extent of the amount of dividends or similar distributions paid in cash to the
specified Person or a Restricted Subsidiary of the Person;
	 
	 	(2)	 	the Net Income of any Restricted Subsidiary will be excluded to the extent that
the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of that Net Income is not at the date of determination permitted without any
prior governmental approval (that has not been obtained) or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument, judgment, 




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	 	 	 	decree, order, statute, rule or governmental regulation applicable to that Restricted
Subsidiary or its stockholders, partners or members;
	 	(3)	 	the cumulative effect of a change in accounting principles will be excluded;
	 
	 	(4)	 	income resulting from transfers of assets (other than cash) between such Person
or any of its Restricted Subsidiaries, on the one hand, and an Unrestricted Subsidiary,
on the other hand, will be excluded;
	 
	 	(5)	 	any gain (loss) realized upon the sale or other disposition of any property,
plant or equipment of such Person or its consolidated Restricted Subsidiaries
(including pursuant to any sale or leaseback transaction) which is not sold or
otherwise disposed of in the ordinary course of business and any gain (loss) realized
upon the sale or other disposition of any Capital Stock of any Person will be excluded;
	 
	 	(6)	 	any asset impairment writedowns on oil and gas properties under GAAP or SEC
guidelines will be excluded;
	 
	 	(7)	 	any unrealized non-cash gains or losses or charges in respect of hedge or
non-hedge derivatives (including those resulting from the application of FAS 133) will
be excluded;
	 
	 	(8)	 	to the extent deducted in the calculation of Net Income, any non-cash or
nonrecurring charges associated with 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 will be excluded;
and
	 
	 	(9)	 	items classified as extraordinary or nonrecurring gains and losses (less all
fees and expenses related thereto) or expenses (including without limitation,
severance, relocation, other restructuring costs and expense arising from the
transactions closing contemporaneously with the offering of the Initial Notes), and the
related tax effects according to GAAP, shall be excluded.





     “Consolidated Net Worth” means, with respect to any specified Person as of any date, the sum
of:




	 	(1)	 	the consolidated equity of the common stockholders of such Person and its
consolidated Subsidiaries as of such date; plus
	 
	 	(2)	 	the respective amounts reported on such Person’s balance sheet as of such date
with respect to any series of Preferred Stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year of such declaration
and payment, but only to the extent of any cash received by such Person upon issuance
of such Preferred Stock.





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




	 	(1)	 	was a member of such Board of Directors on the Issue Date; or




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





     “Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of March
2, 2006, by and among the Company and Mariner Energy Resources, Inc., as borrowers, Union Bank of
California, N.A., as administrative agent and issuing lender, BNP Paribas, as syndication agent,
and the lenders from time to time party thereto, providing for up to $1.0 billion of revolving
credit borrowings and letters of credit, 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 (whether upon or after termination or
otherwise), supplemented or refinanced (including by means of sales of debt securities to
institutional investors) in whole or in part from time to time.



     “Credit Facilities” means, with respect to the Company or any of its Restricted Subsidiaries,
one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper
facilities or Debt Issuances with banks, investment banks, insurance companies, mutual funds, other
institutional lenders, institutional investors or any of the foregoing providing for revolving
credit loans, term loans, receivables financing (including through the sale of receivables to such
lenders, other financiers or to special purpose entities formed to borrow from (or sell such
receivables to) such lenders or other financiers against such receivables), letters of credit,
bankers’ acceptances, other borrowings or Debt Issuances, in each case, as amended, restated,
modified, renewed, extended, refunded, replaced or refinanced (in each case, without limitation as
to amount), in whole or in part, from time to time (including through one or more Debt Issuances)
and any agreements and related documents governing Indebtedness or Obligations incurred to
refinance amounts then outstanding or permitted to be outstanding, whether or not with the original
administrative agent, lenders, investment banks, insurance companies, mutual funds, other
institutional lenders, institutional investors or any of the foregoing and whether provided under
the original agreement, indenture or other documentation relating thereto).



     “Debt Issuances” means, with respect to the Company or any Restricted Subsidiary, one or more
issuances after the Issue Date of Indebtedness evidenced by notes, debentures, bonds or other
similar securities or instruments.



     “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 as defined in Section 6.01.



     “Definitive Note” means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 1.05(d) hereof, in the form of Exhibit A hereto
except that such Note shall not bear the Global Note Legend specified in Section 1.05(b).



     “De Minimis Guaranteed Amount” means a principal amount of Indebtedness that does not exceed
$5.0 million.



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




-20-











 




mandatorily redeemable, or is so redeemable at the option of the holder thereof prior to such
date, will be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have
the right to require the Company to repurchase such Capital Stock upon the occurrence of a change
of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.04. The amount of
Disqualified Stock deemed to be outstanding at any time for purposes of this Supplemental Indenture
will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified
Stock, exclusive of accrued dividends.




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



     “Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the
laws of the United States or any state of the United States or the District of Columbia or that
guarantees or otherwise provides direct credit support for any Indebtedness of the Company.



     “Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Agreement but including the Existing Senior Notes) in existence on
the date of this Supplemental Indenture, until such amounts are repaid.



     “Existing Senior Notes” means the Company’s 71/2% senior notes due 2013 and its 8% senior notes
due 2017.



     “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either party, determined in
good faith by the Board of Directors of the Company (unless otherwise provided in this Supplemental
Indenture), which determination will be conclusive for all purposes under this Supplemental
Indenture.



     “Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such
Person for such period. In the event that the specified Person or any of its Restricted
Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise
discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases
or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed
Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or
such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom,
as if the same had occurred at the beginning of the applicable four-quarter reference period.



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




	 	(1)	 	acquisitions that have been made by the specified Person or any of its
Restricted Subsidiaries, including through mergers, consolidations or otherwise
(including acquisitions of assets used or useful in the Oil and Gas Business), or any
Person or




-21-









 






	 	 	 	any of its Restricted Subsidiaries acquired by the specified Person or any of
its Restricted Subsidiaries, and including any related financing transactions and
including increases in ownership of Restricted 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 and the Consolidated Cash Flow for such reference period will be
calculated giving pro forma effect to any expense and cost reductions that have
occurred or, in the reasonable judgment of the chief financial officer of the Company,
are reasonably expected to occur (regardless of whether those operating improvements or
cost savings could then be reflected in pro forma financial statements prepared in
accordance with Regulation S-X under the Securities Act or any other regulation or
policy of the SEC related thereto);
	 
	 	(2)	 	the Consolidated Cash Flow attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of prior to the Calculation Date, will be excluded;
	 
	 	(3)	 	the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent
that the obligations giving rise to such Fixed Charges will not be obligations of the
specified Person or any of its Restricted Subsidiaries following the Calculation Date;
	 
	 	(4)	 	any Person that is a Restricted Subsidiary on the Calculation Date will be
deemed to have been a Restricted Subsidiary at all times during such four-quarter
period;
	 
	 	(5)	 	any Person that is not a Restricted Subsidiary on the Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during such four-quarter
period; and
	 
	 	(6)	 	if any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness will be calculated as if the rate in effect on the Calculation Date
had been the applicable rate for the entire period (taking into account any Hedging
Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining
term as at the Calculation Date in excess of 12 months).





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




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




-22-









 






	 	 	 	all payments made or received pursuant to Hedging Obligations in
respect of interest rates; plus
	 
	 	(2)	 	the consolidated interest expense of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus
	 
	 	(3)	 	any interest on Indebtedness of another Person that is guaranteed by such
Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such
Person or one
of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called
upon; plus
	 
	 	(4)	 	all dividends, whether paid or accrued and whether or not in cash, on any
series of Preferred Stock of such Person or any of its Restricted Subsidiaries, other
than dividends on Equity Interests payable solely in Equity Interests of the Company
(other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the
Company.





     “Foreign Subsidiary” means any Restricted Subsidiary of the Company that was not formed under
the laws of the United States or any state of the United States or the District of Columbia.



     “Global Note” means a permanent global note that is in the Form of Note attached hereto as
Exhibit A, and that is deposited with the Depositary or its custodian and registered in the
name of the Depositary.



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to maintain financial statement conditions
or otherwise), or entered into for purposes of assuring in any other manner the obligee of such
Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part).



     “Guarantors” means each of:



     (1) Mariner LP LLC, Mariner Energy Resources, Inc., MC Beltway 8 LLC and Mariner Gulf of
Mexico LLC; and



     (2) any other Subsidiary of the Company that executes a Note Guarantee in accordance with the
provisions of this Supplemental Indenture,



and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of this Supplemental Indenture.



     “Hedging Obligations” means, with respect to any specified Person, the obligations of such
Person under:




	 	(1)	 	interest rate swap agreements (whether from fixed to floating or from floating
to fixed), interest rate cap agreements and interest rate collar agreements entered
into with one or more financial institutions and other arrangements or agreements
designed




-23-









 






	 	 	 	to protect the Person entering into the agreement against fluctuations in
interest rates with respect to Indebtedness incurred and not for purposes of
speculation;
	 
	 	(2)	 	foreign exchange contracts and currency protection agreements entered into with
one or more financial institutions and designed to protect the Person entering into the
agreement against fluctuations in currency exchange rates with respect to Indebtedness
incurred and not for purposes of speculation;
	 
	 	(3)	 	any commodity futures contract, commodity option or other similar agreement or
arrangement designed to protect against fluctuations in the price of commodities used,
produced, processed or sold by that Person or any of its Restricted Subsidiaries at the
time; and
	 
	 	(4)	 	other agreements or arrangements designed to protect such Person against
fluctuations in interest rates, commodity prices or currency exchange rates.





     “Holder” or “Holders” means a Person or Persons in whose name a Note is registered in the Note
Register.



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



     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person
(excluding accrued expenses and trade payables), 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 or Attributable Debt in respect of sale
and leaseback transactions;
	 
	 	(5)	 	representing the balance deferred and unpaid of the purchase price of any
property due more than nine months after such property is acquired;
	 
	 	(6)	 	the principal component or liquidation preference of all obligations of such
Person with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Subsidiary, any Preferred Stock (but
excluding, in each case, any accrued dividends);
	 
	 	(7)	 	representing any Hedging Obligations;
	 
	 	(8)	 	the principal component of all Indebtedness of other Persons secured by a Lien
on any asset of such Person, whether or not such Indebtedness is assumed by such
Person; provided, however, that the amount of such Indebtedness will be the lesser of
(a) the




-24-









 






	 	 	 	Fair Market Value of such asset at such date of determination and (b) the
amount of such Indebtedness of such other Persons; and
	 
	 	(9)	 	the principal component of Indebtedness of other Persons to the extent
Guaranteed by such Person (including, with respect to any Production Payment, any
warranties or guarantees of production or payment by such Person with respect to such
Production
Payment, but excluding other contractual obligations of such Person with respect to
such Production Payment);




provided that the indebtedness described in clauses (1), (2), (4) and (5) shall be included in this
definition of Indebtedness only if, and to the extent that, the indebtedness described in such
clauses would appear as a liability upon a balance sheet of such Person prepared in accordance with
GAAP. Subject to clause (9) of the preceding sentence, neither Dollar-Denominated Production
Payments nor Volumetric Production Payments shall be deemed to be Indebtedness.




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




	 	(1)	 	the accreted value of the Indebtedness, in the case of any Indebtedness issued
with original issue discount;
	 
	 	(2)	 	in the case of 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; and
	 
	 	(3)	 	the principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.





     The amount of Indebtedness of any Person at any date will be the outstanding balance at such
date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations at such
date.



     In addition, “Indebtedness” of any Person shall include Indebtedness described in the
preceding paragraph that would not appear as a liability on the balance sheet of such Person if:




	 	(1)	 	such Indebtedness is the obligation of a partnership or joint venture that is
not a Restricted Subsidiary (a “Joint Venture”);
	 
	 	(2)	 	such Person or a Restricted Subsidiary of such Person is a general partner of
the Joint Venture (a “General Partner”); and
	 
	 	(3)	 	there is recourse, by contract or operation of law, with respect to the payment
of such Indebtedness to property or assets by such Person or a Restricted Subsidiary of
such Person; and then such Indebtedness shall be included in an amount not to exceed:






	 	(a)	 	the lesser of (i) the net assets of the General Partner and
(ii) the amount of such obligations to the extent that there is recourse, by
contract or operation of law, to the property or assets of such Person or a
Restricted Subsidiary of such Person; or




-25-









 






	 	(b)	 	if less than the amount determined pursuant to clause (a)
immediately above, the actual amount of such Indebtedness that is recourse to
such Person or a Restricted Subsidiary of such Person, if the Indebtedness is
evidenced by a writing and is for a determinable amount and the related
interest expense shall
be included in Fixed Charges to the extent actually paid by such Person or
its Restricted Subsidiaries.





     “Indenture” means the Base Indenture, as supplemented and modified by this Supplemental
Indenture, as either may be amended or supplemented from time to time in accordance with the terms
hereof, including the provisions of the TIA that are deemed to be a part hereof.



     “Initial Notes” has the meaning ascribed to it in Section 1.01 of this Supplemental
Indenture.



     “Investments” means, with respect to any Person, all direct or indirect investments by such
Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other
obligations), advances or capital contributions (excluding endorsements of negotiable instruments
and documents in the ordinary course of business, and commission, travel and similar advances to
officers, employees and consultants made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with
all items that are or would be classified as investments on a balance sheet prepared in accordance
with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes
of any Equity Interest of any direct or indirect 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 Company’s Investments in such Restricted
Subsidiary that were not sold or disposed of in an amount determined as provided in Section
4.04. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an
Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary
in such third Person in an amount equal to the Fair Market Value of the Investments held by the
acquired Person in such third Person in an amount determined as provided in Section 4.04.
Except as otherwise provided in this Supplemental Indenture, the amount of an Investment will be
determined at the time the Investment is made and without giving effect to subsequent changes in
value.



     “Investment Grade Rating” means a rating equal to or higher than:




	 	(1)	 	Baa3 (or the equivalent) by Moody’s; or
	 
	 	(2)	 	BBB- (or the equivalent) by S&P,




or, if either such entity ceases to rate the Notes for reasons outside of the Company’s control,
the equivalent investment grade credit rating from any other Rating Agency.




     “Investment Grade Rating Event” means the first day on which the Notes have an Investment
Grade Rating from a Rating Agency and no Default has occurred and is then continuing under this
Supplemental Indenture.



     “Investment Grade Securities” means:



-26-









 






	 	(1)	 	securities issued or directly and fully guaranteed or insured by the U.S.
government or any agency or instrumentality thereof (other than Cash Equivalents) and
in each case with maturities not exceeding two years from the date of acquisition;
	 
	 	(2)	 	investments in any fund that invests exclusively in investments of the type
described in clause (1) which fund may also hold immaterial amounts of cash pending
investment and/or distribution; and
	 
	 	(3)	 	corresponding instruments in countries other than the United States customarily
utilized for high quality investments and in each case with maturities not exceeding
two years from the date of acquisition.





     “Issue Date” means June 10, 2009, the date of original issuance of the Notes.



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



     “Material Change” means an increase or decrease (excluding changes that result solely from
changes in prices and changes resulting from the incurrence of previously estimated future
development costs) of more than 25% during a fiscal quarter in the discounted future net revenues
from proved crude oil and natural gas reserves of the Company and its Restricted Subsidiaries,
calculated in accordance with clause (1)(a) of the definition of Adjusted Consolidated Net Tangible
Assets; provided, however, that the following will be excluded from the calculation of Material
Change:




	 	(1)	 	any acquisitions during the fiscal quarter of oil and gas reserves that have
been estimated by independent petroleum engineers and with respect to which a report or
reports of such engineers exist; and
	 
	 	(2)	 	any disposition of properties existing at the beginning of such fiscal quarter
that have been disposed of in compliance with Section 4.07.





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



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



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




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




-27-









 






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





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




	 	(1)	 	all legal, accounting, investment banking, title and recording tax expenses,
commissions and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be paid or accrued as a liability under GAAP (after
taking into account any available tax credits or deductions and any tax sharing
agreements), as a consequence of such Asset Sale;
	 
	 	(2)	 	all payments made on any Indebtedness which is secured by any assets subject to
such Asset Sale, in accordance with the terms of any Lien upon such assets, or which
must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by
applicable law be repaid out of the proceeds from such Asset Sale;
	 
	 	(3)	 	all distributions and other payments required to be made to holders of Minority
Interests in Subsidiaries or joint ventures as a result of such Asset Sale; and
	 
	 	(4)	 	the deduction of appropriate amounts to be provided by the seller as a reserve,
in accordance with GAAP, or held in escrow, in either case for adjustment in respect of
the sale price or for any liabilities associated with the assets disposed of in such
Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset
Sale.





     “Net Working Capital” means (a) all current assets of the Company and its Restricted
Subsidiaries except current assets from commodity price risk management activities arising in the
ordinary course of business, less (b) all current liabilities of the Company and its Restricted
Subsidiaries, except current liabilities included in Indebtedness and any current liabilities from
commodity price risk management activities arising in the ordinary course of business, in each case
as set forth in the consolidated financial statements of the Company prepared in accordance with
GAAP (excluding any adjustments made pursuant to FAS 133).



     “Non-Recourse Debt” means Indebtedness:




	 	(1)	 	as to which neither the Company nor any of its Restricted Subsidiaries (a)
provides credit support of any kind (including any undertaking, agreement or instrument
that would constitute Indebtedness), (b) is directly or indirectly liable as a
guarantor or otherwise, or (c) constitutes the lender;
	 
	 	(2)	 	no default with respect to which (including any rights that the holders of the
Indebtedness may have to take enforcement action against an Unrestricted Subsidiary)
would permit upon notice, lapse of time or both any holder of any other Indebtedness of
the Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment of the Indebtedness to be accelerated or payable
prior to its Stated Maturity; and




-28-









 






	 	(3)	 	as to which 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 except as contemplated by clause (26) of the definition of Permitted
Liens.





     “Note Guarantee” means the Securities Guarantee by each Guarantor of the Company’s Obligations
under the Notes and the Indenture (including this Supplemental Indenture) with respect to the
Notes, executed pursuant to the provisions of this Supplemental Indenture.



     “Notes” has the meaning ascribed to it in the third recital of this Supplemental Indenture and
shall include the Initial Notes and any Additional Notes authenticated and delivered in accordance
with Section 1.03.



     “Note Register” means the register of Notes maintained by the Registrar pursuant to Section
2.5 of the Base Indenture.



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



     “Oil and Gas Business” means:




	 	(1)	 	the acquisition, exploration, exploitation, development, production, operation
and disposition of interests in oil, gas and other Hydrocarbon properties;
	 
	 	(2)	 	the gathering, marketing, treating, processing (but not refining), storage,
distribution, selling and transporting of any production from such interests or
properties;
	 
	 	(3)	 	any business relating to exploration for or development, production,
exploitation, treatment, processing (but not refining), storage, transportation or
marketing of oil, gas and other minerals and products produced in association
therewith; and
	 
	 	(4)	 	any activity that is ancillary or complementary to or necessary or appropriate
for the activities described in clauses (1) through (3) of this definition.





     “Permitted Acquisition Indebtedness” means Indebtedness or Disqualified Stock of the Company
or any of the Company’s Restricted Subsidiaries to the extent such Indebtedness or Disqualified
Stock was Indebtedness or Disqualified Stock of:




	 	(1)	 	a Subsidiary prior to the date on which such Subsidiary became a Restricted
Subsidiary; or
	 
	 	(2)	 	a Person that was merged, consolidated or amalgamated into the Company or a
Restricted Subsidiary, provided that on the date such Subsidiary became a Restricted
Subsidiary or the date such Person was merged, consolidated and amalgamated into the
Company or a Restricted Subsidiary, as applicable, after giving pro forma effect
thereto,






	 	(a)	 	the Restricted Subsidiary or the Company, as applicable, would
be permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test described in Section 4.03(a).




-29-









 






	 	(b)	 	the Fixed Charge Coverage Ratio for the Restricted Subsidiary
or the Company, as applicable, would be greater than the Fixed Charge Coverage
Ratio for such Restricted Subsidiary or the Company immediately prior to such
transaction, or
	 
	 	(c)	 	the Consolidated Net Worth of the Restricted Subsidiary or the
Company, as applicable, would be greater than the Consolidated Net Worth of
such Restricted Subsidiary or the Company immediately prior to such
transaction.





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




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





     “Permitted Investment” means:




	 	(1)	 	any Investment in the Company or in a Restricted Subsidiary of the Company;
	 
	 	(2)	 	any Investment in Cash Equivalents or Investment Grade Securities;
	 
	 	(3)	 	any Investment by the Company or any Restricted Subsidiary of the Company in a
Person, if as a result of such Investment:






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






	 	(4)	 	any Investment made as a result of the receipt of non-cash consideration from
an Asset Sale that was made pursuant to and in compliance with Section 4.07;




-30-









 






	 	(5)	 	any acquisition of assets or Capital Stock solely in exchange for the issuance
of Equity Interests (other than Disqualified Stock) of the Company;
	 
	 	(6)	 	any Investments received in compromise or resolution of (A) obligations of
trade creditors or customers that were incurred in the ordinary course of business of
the Company or any of its Restricted Subsidiaries, including pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer; or (B) litigation, arbitration or other disputes with Persons who
are not Affiliates;
	 
	 	(7)	 	Investments represented by Hedging Obligations;
	 
	 	(8)	 	advances to or reimbursements of employees for moving, entertainment and travel
expenses, drawing accounts and similar expenditures in the ordinary course of business;
	 
	 	(9)	 	loans or advances to employees in the ordinary course of business or consistent
with past practice not to exceed $5.0 million in the aggregate at any one time
outstanding;
	 
	 	(10)	 	receivables owing to the Company or any Restricted Subsidiary created or
acquired in the ordinary course of business and payable or dischargeable in accordance
with customary trade terms; provided, however, that such trade terms may include such
concessionary trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances;
	 
	 	(11)	 	surety and performance bonds and workers’ compensation, utility, lease, tax,
performance and similar deposits and prepaid expenses in the ordinary course of
business;
	 
	 	(12)	 	Guarantees of Indebtedness permitted under Section 4.03;
	 
	 	(13)	 	guarantees by the Company or any of its Restricted Subsidiaries of operating
leases (other than Capital Lease Obligations) or of other obligations that do not
constitute Indebtedness, in each case entered into by any Restricted Subsidiary in the
ordinary course of business;
	 
	 	(14)	 	Investments of a Restricted Subsidiary acquired after the Issue Date or of any
entity merged into the Company or merged into or consolidated or amalgamated with a
Restricted Subsidiary in accordance with Section 5.01 hereof to the extent that
such Investments were not made in contemplation of or in connection with such
acquisition, merger, consolidation or amalgamation and were in existence on the date
of such acquisition, merger or consolidation;
	 
	 	(15)	 	Permitted Business Investments;
	 
	 	(16)	 	Investments received as a result of a foreclosure by the Company or any of its
Restricted Subsidiaries with respect to any secured Investment in default;
	 
	 	(17)	 	Investments in any units of any oil and gas royalty trust; and




-31-









 






	 	(18)	 	other Investments in any Person having an aggregate Fair Market Value (measured
on the date each such Investment was made and without giving effect to subsequent
changes in value), when taken together with all other Investments made pursuant to this
clause (18) that are at the time outstanding not to exceed the greater of (a) 1.00% of
Adjusted Consolidated Net Tangible Assets or (b) $10.0 million.





     “Permitted Liens” means, with respect to any Person:




	 	(1)	 	Liens securing Indebtedness incurred under the Credit Facilities pursuant to
Section 4.03;
	 
	 	(2)	 	Liens in favor of the Company or the Guarantors;
	 
	 	(3)	 	Liens on property of a Person existing at the time such Person is merged with
or into or consolidated or amalgamated with the Company or any Subsidiary of the
Company; provided that such Liens were in existence prior to the contemplation of such
merger, consolidation or amalgamation and do not extend to any assets other than those
of the Person merged into or consolidated or amalgamated with the Company or the
Subsidiary and do not extend to any assets other than those of the Person merged into
or consolidated or amalgamated with the Company or the Subsidiary;
	 
	 	(4)	 	Liens on property (including Capital Stock) existing at the time of acquisition
of the property by the Company or any Subsidiary of the Company; provided that such
Liens were in existence prior to, such acquisition, and not incurred in contemplation
of, such acquisition;
	 
	 	(5)	 	Liens existing on the Issue Date;
	 
	 	(6)	 	Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded; provided that any reserve or other
appropriate provision as is required in conformity with GAAP has been made therefor;
	 
	 	(7)	 	survey exceptions, easements or reservations of, or rights of others for,
licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and
other similar
purposes, or zoning or other restrictions as to the use of real property that were
not incurred in connection with Indebtedness and that do not in the aggregate
materially adversely affect the value of said properties or materially impair their
use in the operation of the business of such Person;
	 
	 	(8)	 	leases or subleases granted to others that do not materially interfere with the
ordinary course of business of the Company and its Restricted Subsidiaries, taken as a
whole;
	 
	 	(9)	 	landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s
or the like Liens arising by contract or statute in the ordinary course of business and
with respect to amounts which are not yet delinquent or are being contested in good
faith by appropriate proceedings;




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	 	(10)	 	pledges or deposits made in the ordinary course of business (A) in connection
with leases, tenders, bids, statutory obligations, surety or appeal bonds, government
contracts, performance bonds and similar obligations, or (B) in connection with
workers’ compensation, unemployment insurance and other social security legislation;
	 
	 	(11)	 	Liens encumbering property or assets under construction arising from progress
or partial payments by a customer of the Company or its Restricted Subsidiaries
relating to such property or assets;
	 
	 	(12)	 	Liens in favor of customs and revenue authorities arising as a matter of law to
secure payments of customs duties in connection with the importation of goods;
	 
	 	(13)	 	any attachment or judgment Lien that does not constitute an Event of Default;
	 
	 	(14)	 	Liens created for the benefit of (or to secure) the Notes (or the Note
Guarantees);
	 
	 	(15)	 	Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred
under this Supplemental Indenture; provided, however, that:






	 	(a)	 	the new Lien shall be limited to all or part of the same
property and assets that secured or, under the written agreements pursuant to
which the original Lien arose, could secure the original Lien (plus
improvements and accessions to, such property or proceeds or distributions
thereof); and
	 
	 	(b)	 	the Indebtedness secured by the new Lien is not increased to
any amount greater than the sum of (x) the outstanding principal amount, or, if
greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an
amount necessary to pay any fees and expenses, including premiums, related to
such renewal, refunding, refinancing, replacement, defeasance or discharge;






	 	(16)	 	Liens for the purpose of securing the payment of all or a part of the purchase
price of, or Capital Lease Obligations with respect to, or the repair, improvement or
construction cost of, assets or property acquired or repaired, improved or
constructed in the ordinary course of business; provided that:






	 	(a)	 	the aggregate principal amount of Indebtedness secured by such
Liens is otherwise permitted to be incurred under this Supplemental Indenture
and does not exceed the cost of the assets or property so acquired or repaired,
improved or constructed plus fees and expenses in connection therewith; and
	 
	 	(b)	 	such Liens are created within 180 days of repair, improvement,
construction or acquisition of such assets or property and do not encumber any
other assets or property of the Company or any of its Restricted Subsidiaries
other than such assets or property and assets affixed or appurtenant thereto
(including improvements);




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	 	(17)	 	Liens arising solely by virtue of any statutory or common law provisions
relating to banker’s Liens, rights of set-off or similar rights and remedies as to
deposit accounts or other funds maintained or deposited with a depositary institution;
provided that:






	 	(a)	 	such deposit account is not a dedicated cash collateral account
and is not subject to restrictions against access by the Company in excess of
those set forth by regulations promulgated by the Federal Reserve Board; and
	 
	 	(b)	 	such deposit account is not intended by the Company or any
Restricted Subsidiary to provide collateral to the depositary institution;






	 	(18)	 	Liens arising from Uniform Commercial Code financing statement filings
regarding operating leases entered into by the Company and its Restricted Subsidiaries
in the ordinary course of business;
	 
	 	(19)	 	Liens in respect of Production Payments and Reserve Sales;
	 
	 	(20)	 	Liens on pipelines and pipeline facilities that arise by operation of law;
	 
	 	(21)	 	farmout, carried working interest, joint operating, unitization, royalty, sales
and similar agreements relating to the exploration or development of, or production
from, oil and gas properties entered into in the ordinary course of business;
	 
	 	(22)	 	Liens reserved in oil and gas mineral leases for bonus or rental payments and
for compliance with the terms of such leases;
	 
	 	(23)	 	Liens arising under this Supplemental Indenture in favor of the Trustee for its
own benefit and similar Liens in favor of other trustees, agents and representatives
arising under instruments governing Indebtedness permitted to be incurred under this
Supplemental Indenture, provided, however, that such Liens are solely for the benefit
of the trustees, agents or representatives in their capacities as such and not for the
benefit of the holders of the Indebtedness;
	 
	 	(24)	 	Liens securing Hedging Obligations of the Company and its Restricted
Subsidiaries;
	 
	 	(25)	 	Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or
any joint venture owned by the Company or any of its Restricted Subsidiary to the
extent securing Non-Recourse Debt of such Unrestricted Subsidiary or joint venture;
	 
	 	(26)	 	Liens upon specific items of inventory, receivables or other goods or proceeds
of the Company or any of its Restricted Subsidiaries securing such Person’s obligations
in respect of bankers’ acceptances or receivables securitizations issued or created for
the account of such Person to facilitate the purchase, shipment or storage of such
inventory, receivables or other goods or proceeds and permitted by Section
4.03; and
	 
	 	(27)	 	Liens incurred in the ordinary course of business of the Company or any
Subsidiary of the Company with respect to Obligations that do not exceed the greater of
(a) $10.0 million at any one time outstanding and (b) 1.00% of the Adjusted
Consolidated Net




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	 	 	 	Tangible Assets determined as of the date of the incurrence of such
Obligations after giving pro forma effect to such incurrence and the application of
proceeds therefrom.





     “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,
renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of
its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:




	 	(1)	 	the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness being extended, renewed, refunded, refinanced,
replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the
amount of all fees and expenses, including premiums, incurred in connection therewith);
	 
	 	(2)	 	such Permitted Refinancing Indebtedness has a final maturity date later than
the final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being extended,
renewed, refunded, refinanced, replaced, defeased or discharged;
	 
	 	(3)	 	if the Indebtedness being extended, renewed, refunded, refinanced, replaced,
defeased or discharged is subordinated in right of payment to the Notes, such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity date
of, and is subordinated in right of payment to, the Notes on terms at least as
favorable to the holders of Notes as those contained in the documentation governing the
Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or
discharged; and
	 
	 	(4)	 	such Indebtedness is incurred either by the Company or by the Restricted
Subsidiary who is the obligor on the Indebtedness being extended, renewed, refunded,
refinanced, replaced, defeased or discharged; provided, however, that a Restricted
Subsidiary that is also a Guarantor may Guarantee Permitted Refinancing Indebtedness
incurred by the Company, whether or not such Restricted Subsidiary was an obligor or
guarantor
of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged.





     Notwithstanding the foregoing, any Indebtedness incurred under Credit Facilities pursuant to
Section 4.03 shall be subject to the refinancing provisions of the definition of “Credit
Facilities” and not pursuant to the requirements set forth in this definition of Permitted
Refinancing Indebtedness.



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



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



     “Production Payments and Reserve Sales” means the grant or transfer by the Company or a
Restricted Subsidiary of the Company to any Person of a royalty, overriding royalty, net profits
interest, production payment (whether volumetric or dollar denominated), partnership or other
interest



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in oil and gas properties, reserves or the right to receive all or a portion of the
production or the proceeds from the sale of production attributable to such properties, including
any such grants or transfers pursuant to incentive compensation programs on terms that are
reasonably customary in the oil and gas business for geologists, geophysicists and other providers
of technical services to the Company or a Subsidiary of the Company.



     “Prospectus” means the prospectus, dated June 2, 2009, as supplemented by the prospectus
supplement, dated June 4, 2009, prepared in connection with the issuance of the Initial Notes.



     “Rating Agency” means each of S&P and Moody’s, or if S&P 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 Company (as certified by a Board Resolution) which
shall be substituted for S&P or Moody’s, or both, as the case may be.



     “Rating Decline” means the occurrence of:




	 	(1)	 	a decrease of one or more gradations (including gradations within Rating
Categories as well as between Rating Categories) in the rating of the Notes by either
Rating Agency; or
	 
	 	(2)	 	a withdrawal of the rating of the Notes by either Rating Agency;




provided, however, that such decrease or withdrawal occurs on, or within 90 days before or after
the earlier of (a) a Change of Control, (b) the date of public notice of the occurrence of a Change
of Control or (c) public notice of the intention by the Company to effect a Change of Control
(which period shall be extended so long as the rating of the Notes is under publicly announced
consideration for downgrade by either Rating Agency).




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



     “Reference Date” means April 24, 2006.



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



     “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an
Unrestricted Subsidiary.



     “sale and leaseback transaction” means an arrangement relating to property now owned or
hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a
Person and the Company or a Restricted Subsidiary leases it from such Person.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



     “Senior Debt” means:




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




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	 	(2)	 	any other Indebtedness of the Company or any of its Restricted Subsidiaries
permitted to be incurred under the terms of this Supplemental Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it is
subordinated in right of payment to the Notes or any Note Guarantee; and
	 
	 	(3)	 	all Obligations with respect to the items listed in the preceding clauses (1)
and (2).




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





	 	(a)	 	any intercompany Indebtedness of the Company or any of its
Subsidiaries to the Company or any of its Affiliates; or
	 
	 	(b)	 	any Indebtedness that is incurred in violation of this
Supplemental Indenture.




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




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



     “Subordinated Obligation” means any Indebtedness of the Company (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 or any Indebtedness of a Guarantor (whether outstanding on the
Issue Date or thereafter incurred) which is subordinate or junior in right of payment to the Note
Guarantee pursuant to a written agreement, as the case may be.



     “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption
Date of United States Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Statistical Release H.15 (519) that 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 June 30, 2013; provided, however, that if the period from the
Redemption Date to June 30, 2013 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year will be used.



     “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution, but only
to the extent that such Subsidiary:




	 	(1)	 	has no Indebtedness other than Non-Recourse Debt;
	 
	 	(2)	 	except as permitted by Section 4.08, is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates of the
Company;




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	 	(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, other than
pursuant to a Note Guarantee.





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



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




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





     Section 2.02 Other Definitions.



	 	 	 
	Term Section	 	Defined in:
	“Affiliate Transaction”

	 	Section 4.08
	“Agent Members”

	 	Section 1.05(c)
	“Asset Sale Offer”

	 	Section 4.07(d)
	“Asset Sale Offer Amount”

	 	Section 4.07(e)
	“Asset Sale Offer Period”

	 	Section 4.07(e)
	“Asset Sale Payment Date”

	 	Section 4.07(e)
	“Authenticating Agent”

	 	Section 1.04(c)
	“Base Indenture”

	 	Recitals
	“Change of Control Offer”

	 	Section 4.09
	“Change of Control Payment”

	 	Section 4.09
	“Change of Control Purchase Date”

	 	Section 4.09
	“Change of Control Payment Date”

	 	Section 4.09
	“Corporate Trust Office”

	 	Section 4.12
	“Covenant Defeasance”

	 	Section 8.03
	“Event of Default”

	 	Section 6.01
	“Excess Proceeds”

	 	Section 4.07(c)
	“Funding Guarantor”

	 	Section 10.04
	“General Partner”

	 	Section 2.01 (definition of “Indebtedness”)
	“Global Note Legend”

	 	Section 1.05(b)
	“incur”

	 	Section 4.03(a)
	“Joint Venture”

	 	Section 2.01 (definition of “Indebtedness”)






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	Term Section	 	Defined in:
	“Legal Defeasance”

	 	Section 8.02
	“Legal Holiday”

	 	Section 11.08
	“Payment Default”

	 	Section 6.01(5)
	“Permitted Debt”

	 	Section 4.03(b)
	“Restricted Payments”

	 	Section 4.04(a)(4)
	“Securities

	 	Recitals
	“Securities Custodian”

	 	Section 1.05(a)
	“Successor Company”

	 	Section 5.01(1)






ARTICLE 3




REDEMPTION OF THE NOTES




     Article V of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 3.



     Section 3.01 Optional Redemption. Except as described below or in Section
4.09, the Notes will not be redeemable by the Company’s option prior to June 30, 2013.



     (a) On or after June 30, 2013, the Company may redeem all or any part of the Notes, upon not
less than 30 days’ nor more than 60 days’ prior notice, except that a redemption notice may
be made more than 60 days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction and discharge of the Indenture, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid
interest on the Notes redeemed to, but not including, the applicable Redemption Date (subject to
the right of Holders of record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date), if redeemed during the twelve month
period beginning on June 30 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2013
	 	 	105.875	%
	2014
	 	 	102.938	%
	2015 and thereafter
	 	 	100.000	%






     (b) At any time prior to June 30, 2013 the Company may also redeem, in whole or in part, the
Notes at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus the
Applicable Premium as of, and accrued and unpaid interest to, but not including, the Redemption
Date, subject to the rights of the holders on the relevant record date to receive interest due on
the relevant Interest Payment Date.



     (c) The notice of redemption with respect to the foregoing redemption need not set forth the
Applicable Premium but only the manner of calculation thereof. The Company will notify the Trustee
of the Applicable Premium with respect to any redemption promptly after the calculation, and the
Trustee shall not be responsible for such calculation.



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     (d) At any time prior to June 30, 2012, the Company may, at its option, on any one or more
occasions, redeem up to 35% of the aggregate principal amount of Notes (including any Additional
Notes) issued after the Issue Date at a redemption price of 111.750% of the principal amount, plus
accrued and unpaid interest to, but not including, the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an Interest Payment Date
that is on or prior to the Redemption Date), with all or a portion of the net proceeds of one or
more Equity Offerings, provided that:




     (1) at least 65% of the aggregate principal amount of Notes issued hereunder remains
outstanding immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and




     (2) the redemption occurs within 180 days of the date of the closing of such Equity
Offering.



     Section 3.02 Applicability of Article. Redemption of Notes at the election of the
Company or otherwise, as permitted or required by any provision of this Supplemental Indenture,
shall be made in accordance with such provision and this Article 3.



     Section 3.03 Election to Redeem; Notice to Trustee. The election of the Company to
redeem any Notes pursuant to Section 3.01 or Section 4.09 shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company, the Company shall,
upon not later than the
earlier of the date that is 45 days prior to the Redemption Date fixed by the Company or the
date on which notice is given to the Holders (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be
redeemed and shall deliver to the Trustee such documentation and records as shall enable the
Trustee to select the Notes to be redeemed pursuant to Section 3.04.



     Section 3.04 Selection by Trustee of Notes to Be Redeemed. If fewer than all of the Notes
are to be redeemed at any time, the Trustee will, subject to applicable law, select Notes for
redemption as follows:




     (1) if the Notes are listed on any national securities exchange, in compliance with the
requirements of the principal national securities exchange on which the Notes are listed; or




     (2) if the Notes are not listed on any national securities exchange, on a pro rata
basis.



     Section 3.05 Notice of Redemption. Notice of redemption shall be given in the manner
provided for in Section 11.02 not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Notes to be redeemed, except that redemption notices may be
mailed more than 60 days prior to a Redemption Date if such notice is issued in connection with a
defeasance of the Notes or a satisfaction and discharge of the Indenture with respect to the Notes.
Notice of any redemption including, without limitation, upon an Equity Offering may, at the
Company’s discretion, be subject to one or more conditions precedent, including, but not limited
to, completion of the related Equity Offering. The Trustee shall give notice of redemption in the
Company’s name and at the Company’s expense; provided, however, that the Company shall deliver to
the Trustee, at least 45 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), an Officers’ Certificate



-40-









 







requesting that the Trustee give such notice
at the Company’s expense and setting forth the information to be stated in such notice as provided
in the following items.




     All notices of redemption shall state:




     (1) the Redemption Date;




     (2) the redemption price (subject to the provisions of Section 3.01(c) above)
and the amount of accrued interest to the Redemption Date payable as provided in Section
3.07;




     (3) if less than all outstanding Notes are to be redeemed, the identification of the
particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding
after such partial redemption;




     (4) in case any Note is to be redeemed in part only, the notice which relates to such
Note shall state that on and after the Redemption Date, upon surrender of such Note, the
Holder will receive, without charge, a new Note or Notes of authorized denominations for the
principal amount thereof remaining unredeemed;




     (5) that on the Redemption Date the redemption price (and accrued interest, if any, to
the Redemption Date payable as provided in Section 3.07) will become due and payable
upon each such Note, or the portion thereof, to be redeemed, and, unless the Company
defaults in making the redemption payment, that interest on Notes (or the portions thereof)
called for redemption will cease to accrue on and after said date;




     (6) the place or places where such Notes are to be surrendered for payment of the
Redemption Price and accrued interest, if any;




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




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




     (9) the CUSIP, ISIN or Common Code number, and that no representation is made as to the
accuracy or correctness of the CUSIP, ISIN or Common Code number, if any, listed in such
notice or printed on the Notes; and




     (10) the section of this Supplemental Indenture and the paragraph of the Notes pursuant
to which the Notes are to be redeemed.



     Any redemption and notice thereof pursuant to this Supplemental Indenture may, in the
Company’s discretion, be subject to the satisfaction of one or more conditions.



     Section 3.06 Deposit of Redemption Price. Not later than 11:00 a.m. New York time
on the Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section
2.6 of the Base Indenture) an amount of money sufficient to pay the redemption price of, and
accrued interest on, all the Notes which are to be redeemed on that date.



-41-









 





     Section 3.07 Notes Payable on Redemption Date. Notice of redemption having been given
as aforesaid, unless the notice of redemption is subject to one or more conditions precedent which
have not been satisfied, the Notes so to be redeemed shall, on the Redemption Date, become due and
payable at the redemption price therein specified (together with accrued and unpaid interest to the
Redemption Date), and from and after such date (unless the Company shall default in the payment of
the redemption price and accrued interest) such Notes shall cease to bear interest. Upon surrender
of any such Note for redemption in accordance with said notice, such Note shall be paid by the
Company at the redemption price, together with accrued and unpaid interest to the Redemption Date
(subject to the rights of Holders of record on the relevant record date to receive interest due on
an interest payment date that is on or prior to the Redemption Date).



     If any Note called for redemption shall not be so paid upon surrender thereof for redemption,
the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at
the rate borne by the Notes.



     Section 3.08 Notes Redeemed in Part. Any Note which is to be redeemed only in part
(pursuant to the provisions of this Article 3) shall be surrendered at the office or agency
of the
Company maintained for such purpose pursuant to Section 4.12 (with, if the Company or
the Trustee so require, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and make available for delivery to the Holder of such Note at the expense of the
Company, a new Note or Notes, of any authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered, provided that each such new Note will be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof. No Notes of $2,000 or less may be redeemed in
part.



ARTICLE 4




COVENANTS




     Article III of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 4.



     Section 4.01 Payment of Notes. The Company shall promptly pay the principal of,
premium, if any, on, and interest on, the Notes on the dates and in the manner provided in the
Notes and in the Indenture (including this Supplemental Indenture). Principal, premium, if any,
and interest, shall be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with the Indenture (including this Supplemental Indenture) immediately
available funds sufficient to pay all principal, premium and interest then due and the Trustee or
Paying Agent, as the case may be, is not prohibited from paying money to the Holders on that date
pursuant to the terms of the Indenture (including this Supplemental Indenture).



     The Company shall pay interest on overdue principal at the rate specified therefor in the
Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent
lawful.



     Notwithstanding anything to the contrary contained in this Supplemental Indenture, the Company
may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments hereunder.




-42-











 





     Section 4.02 Reports. Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will file with the SEC for public availability
within the time periods specified in the SEC’s rules and regulations (unless the SEC will not
accept such a filing, in which case the Company will furnish to the Holders of Notes or cause the
Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules
and regulation)



     (a) all quarterly and annual reports that would be required to be filed with the SEC on Forms
10-Q and 10-K if the Company were required to file such reports; and



     (b) 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.



     All such reports will be prepared in all material respects in accordance with all of the rules
and regulations applicable to such reports. Each annual report on Form 10-K will include a report
on the Company’s consolidated financial statements by the Company’s certified independent
accountants.



     If, at any time, the Company is no longer subject to the periodic reporting requirements of
the Exchange Act for any reason, the Company will nevertheless continue filing the reports
specified in the preceding paragraphs of this covenant with the SEC within the time periods
specified above unless the SEC will not accept such a filing. The Company will not take any action
for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the
reports referred to in the preceding paragraphs on its website within the time periods that would
apply if the Company were required to file those reports with the SEC.



     If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to
the extent material, the quarterly and annual financial information required by the preceding
paragraphs will 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.



     In addition, the Company and the Guarantors agree that, for so long as any Notes remain
outstanding, if at any time they are not required to file the reports required by the preceding
paragraphs with the SEC, they will furnish to the holders of Notes 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 4.03 Incurrence of Indebtedness and Issuance of Preferred Stock.



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



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on which such additional Indebtedness is incurred or such Disqualified Stock is issued, as the
case may be, would have been at least 2.25 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional Indebtedness had been
incurred or the Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period.



     (b) The provisions of Section 4.03(a) hereof shall not prohibit the incurrence of any
of the following items of Indebtedness (collectively, “Permitted Debt”):




     (1) the incurrence by the Company and any Restricted Subsidiary of additional
Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount
at any one time outstanding under this clause (1) (with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of the Company and its
Restricted Subsidiaries thereunder) not to exceed the greater of (a) $600.0 million and
(b) an amount equal to the sum of (A) $300.0 million plus (B) 10% of Adjusted Consolidated
Net Tangible Assets determined as of the date of the incurrence of such Indebtedness after
giving pro forma effect to such incurrence and the application of the proceeds therefrom;




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




     (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the
Notes and the related Note Guarantees to be issued on the date of this Supplemental
Indenture;




     (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money obligations,
in each case, incurred for the purpose of financing all or any part of the purchase price or
cost of design, construction, installation or improvement of property, plant or equipment
used in the business of the Company or any of its Restricted Subsidiaries, in an aggregate
principal amount, including all Permitted Refinancing Indebtedness incurred to renew,
refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this
clause (4), not to exceed $50.0 million at any time outstanding;




     (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew,
refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany
Indebtedness) that was permitted by this Supplemental Indenture to be incurred under
Section 4.03(a) or clauses (2), (3), (4) or (11) of this Section 4.03(b) or
this clause (5);




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




     (i) if the Company or any Guarantor is the obligor on such Indebtedness and
the payee is not the Company or a Guarantor, such Indebtedness must be expressly
subordinated to the prior payment in full in cash of all Obligations then due with
respect to the Notes, in the case of the Company, or the Note Guarantee, in the
case of a Guarantor; and



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     (ii) (a) any subsequent issuance or transfer of Equity Interests that results
in any such Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary of the Company and (b) any sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted Subsidiary
of the Company will be deemed, in each case, to constitute an incurrence of such
Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that
was not permitted by this clause (6);




     (7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to
any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that:




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




     (ii) any sale or other transfer of any such Preferred Stock to a Person that
is not either the Company or a Restricted Subsidiary of the Company,


will be deemed, in each case, to constitute an issuance of such Preferred Stock by such
Restricted Subsidiary that was not permitted by this clause (7);





     (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging
Obligations in the ordinary course of business;




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




     (10) the Guarantee by the Company or any of the Guarantors of Indebtedness of the
Company or a Restricted Subsidiary of the Company that was permitted to be incurred by
another provision of this covenant; provided that if the Indebtedness being guaranteed is
subordinated to or pari passu with the Notes (in the case of the Company) or a Note
Guarantee (in the case of a Guarantor), then the Guarantee shall be subordinated or pari
passu, as applicable, to the same extent as the Indebtedness guaranteed;




     (11) Permitted Acquisition Indebtedness;




     (12) 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, so long as such
Indebtedness is covered within five Business Days;




     (13) Indebtedness consisting of the financing of insurance premiums in customary
amounts consistent with the operations and business of the Company and its Restricted
Subsidiaries;




     (14) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price or similar obligations, in each



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case, incurred or assumed in connection with the disposition of any business, assets or
Capital Stock of a Subsidiary, provided that the maximum aggregate liability in respect of
all such Indebtedness shall at no time exceed the gross proceeds actually received by the
Company and its Restricted Subsidiaries in connection with such disposition;




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




     (16) the incurrence by the Company or any of its Restricted Subsidiaries of
Indebtedness arising from Guarantees of Indebtedness of joint ventures at any time
outstanding not to exceed the greater of $10.0 million and 1.00% of the Adjusted
Consolidated Net Tangible Assets determined as of the date of the incurrence of such
Indebtedness after giving pro forma effect to such incurrence and the application of
proceeds therefrom; and




     (17) the incurrence by the Company or any of its Restricted Subsidiaries of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding not to exceed the greater of $50.0 million and 2.50% of the Adjusted
Consolidated Net Tangible Assets determined as of the date of the incurrence of such
Indebtedness after giving pro forma effect to such incurrence and the application of
proceeds therefrom.



     The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness
(including Permitted Debt) that is contractually subordinated in right of payment to any other
Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness will be deemed to be contractually
subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being
unsecured or by virtue of being secured on a first or junior Lien basis.



     For purposes of determining compliance with this Section 4.03, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (17) of Section 4.03(b) above, or is entitled to be
incurred pursuant to Section 4.03(a) above, the Company will be permitted to classify (or
later classify or reclassify in whole or in part in its sole discretion) such item of Indebtedness
in any manner that complies with this covenant.



     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, the
reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and
the payment of dividends on Disqualified Stock in the form of additional shares of the same class
of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 4.03, provided, in each such case, that the
amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as
accrued. Notwithstanding any other provision of Section 4.03, the maximum amount of
Indebtedness that the



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Company or any Restricted Subsidiary may incur pursuant to this Section 4.03 shall not
be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.



     Section 4.04 Restricted Payments.



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




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




     (2) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, any such purchase, redemption, acquisition or retirement made in connection with
any merger or consolidation involving the Company) any Equity Interests of the Company or
any direct or indirect parent or other Affiliate of the Company that is not a Restricted
Subsidiary of the Company;




     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value, prior to the Stated Maturity thereof, any Indebtedness of the
Company or any Guarantor that is contractually subordinated to the Notes or to any Note
Guarantee (excluding (a) any intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries or (b) the purchase, repurchase or other acquisition of
Indebtedness that is subordinated to the Notes or the Note Guarantees purchased in
anticipation of satisfying a sinking fund obligation, principal installment or final
maturity, in each case due within one year of the date of purchase, repurchase or
acquisition); or




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



unless, at the time of and after giving effect to such Restricted Payment:





     (1) no Default or Event of Default has occurred and is continuing or would occur as a
consequence of such Restricted Payment;




     (2) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section
4.03(a) above; and




     (3) such Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Company and its Restricted Subsidiaries after the Reference



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Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and
(10) of Section 4.04(b) below), is equal to or less than the sum, without
duplication, of:




     (a) 50% of the Consolidated Net Income of the Company for the period (taken as
one accounting period) from the beginning of the first fiscal quarter commencing
after the Reference Date to the end of the Company’s most recently ended fiscal
quarter for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit); plus




     (b) 100% of the aggregate net cash proceeds received, and the Fair Market Value
of property received from a non-Affiliate used or useful in an Oil and Gas Business,
by the Company since the Reference Date as a contribution to its common capital or
from the issue or sale of Equity Interests of the Company (other than Disqualified
Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock
or convertible or exchangeable debt securities of the Company that have been
converted into or exchanged for such Equity Interests (other than Equity Interests
(or Disqualified Stock or debt securities) sold to a Subsidiary of the Company or an
employee stock ownership plan, option plan or similar trust to the extent such sale
to an employee stock ownership plan, option plan or similar trust is financed by
loans from or guaranteed by the Company or any of its Restricted Subsidiaries unless
such loans have been repaid with cash on or prior to the date of determination);
plus




     (c) the amount equal to the net reduction in Restricted Investments made by the
Company or any of its Restricted Subsidiaries in any Person since the Reference Date
resulting from:




     (i) repurchases or redemptions of such Restricted Investments by such
Person, proceeds realized upon the sale of such Restricted Investment to a
purchaser other than the Company or a Subsidiary of the Company, repayments
of loans or advances or other transfers of assets (including by way of
dividend or distribution) by such Person to the Company or any Restricted
Subsidiary of the Company; or




     (ii) the redesignation of Unrestricted Subsidiaries as Restricted
Subsidiaries (valued in each case as provided in the definition of
“Investment”) not to exceed, in the case of any Unrestricted Subsidiary, the
amount of Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary,




which amount in each case under this clause (c) was included in the calculation of
the amount of Restricted Payments; provided, however, that no amount will be
included under this clause (c) to the extent it is already included in Consolidated
Net Income; plus




     (d) 50% of any dividends received by the Company or a Restricted Subsidiary of
the Company that is a Guarantor after the Reference Date from an Unrestricted
Subsidiary of the Company, to the extent that such dividends were not otherwise
included in the Consolidated Net Income of the Company for such period.



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     (b) So long as no Default or Event of Default has occurred and is continuing or would be
caused thereby, the preceding provisions will not prohibit:




     (1) the payment of any dividend or the consummation of any irrevocable redemption
within 60 days after the date of declaration of the dividend or giving of the redemption
notice, as the case may be, if at the date of declaration or notice, the dividend or
redemption payment would have complied with the provisions of this Supplemental Indenture;




     (2) the making of any Restricted Payment in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company)
of, Equity Interests of the Company (other than Disqualified Stock and other than Equity
Interests issued or sold to an employee stock ownership plan, option plan or similar trust
to the extent such sale to an employee stock ownership plan, option plan or similar trust is
financed by loans from or guaranteed by the Company or any of its Restricted Subsidiaries
unless such loans have been repaid with cash on or prior to the date of determination) or
from the substantially concurrent contribution of common equity capital to the Company;
provided that the amount of any such net cash proceeds that are utilized for any such
Restricted Payment will be excluded from the second clause (3)(b) of Section
4.04(a);




     (3) the repurchase, redemption, defeasance or other acquisition or retirement for value
of Indebtedness of the Company or any Guarantor that is contractually subordinated to the
Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent
incurrence of Permitted Refinancing Indebtedness;




     (4) the payment of any dividend (or, in the case of any partnership or limited
liability company, any similar distribution) by a Restricted Subsidiary of the Company to
the holders of its Equity Interests on a pro rata basis;




     (5) the defeasance, repurchase, redemption or other acquisition or retirement for value
of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by
any of the Company’s (or any of its Restricted Subsidiaries’) current or former directors or
employees pursuant to any director or employee equity subscription agreement, stock option
agreement or restricted stock agreement; provided that the aggregate price paid for all such
repurchased, redeemed, acquired or retired Equity Interests may not exceed $3.0 million in
any twelve-month period (with unused amounts in any twelve-month period being permitted to
be carried over into succeeding twelve-month periods); provided, further, that the amounts
in any twelve-month period may be increased by an amount not to exceed (A) the cash proceeds
received by the Company or any of its Restricted Subsidiaries from the sale of the Company’s
Equity Interests (other than Disqualified Stock) to any such directors or employees that
occurs after the Reference Date (provided that the amount of such cash proceeds utilized for
any such repurchase, retirement or other acquisition or retirement will not increase the
amount available for Restricted Payments under the second clause (3) of Section
4.04(a) and to the extent such proceeds have not otherwise been applied to the payment
of Restricted Payments) plus (B) the cash proceeds of key man life insurance policies
received by the Company and its Restricted Subsidiaries after the Reference Date;




     (6) the defeasance, repurchase, redemption or other acquisition or retirement for value
of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by
any of the Company’s (or any of its Restricted Subsidiaries’) current or former



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directors or
employees in connection with the exercise or vesting of any equity compensation (including,
without limitation, stock options, restricted stock and phantom stock) in order to satisfy
the Company’s or such Restricted Subsidiary’s tax withholding obligation with respect to
such exercise or vesting;




     (7) any payments made in connection with the consummation of the transaction closing
contemporaneously with the closing of this offering on substantially the terms described in
the Prospectus;




     (8) so long as no Default has occurred and is continuing or would be caused thereby,
repurchases of Indebtedness that is subordinated to the Notes or a Note Guarantee at a
purchase price not greater than (i) 101% of the principal amount of such subordinated
Indebtedness and accrued and unpaid interest thereon in the event of a Change of Control
Triggering Event or (ii) 100% of the principal amount of such subordinated Indebtedness and
accrued and unpaid interest thereon in the event of an Asset Sale, in each case plus accrued
interest, in connection with any change of control offer or asset sale offer required by the
terms of such Indebtedness, but only if:




     (i) in the case of a Change of Control Triggering Event, the Company has first
complied with and fully satisfied its obligations under Section 4.09; or




     (ii) in the case of an Asset Sale, the Company has complied with and fully
satisfied its obligations under Section 4.07;




     (9) the repurchase, redemption or other acquisition for value of Capital Stock of the
Company representing fractional shares of such Capital Stock in connection with a merger,
consolidation, amalgamation or other combination involving the Company or any other
transaction permitted by this Supplemental Indenture;




     (10) repurchases of Capital Stock deemed to occur upon the exercise of stock options if
such Capital Stock represents a portion of the exercise price thereof;




     (11) the declaration and payment of regularly scheduled or accrued dividends to holders
of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of
the Company issued on or after the Reference Date in accordance with the Fixed Charge
Coverage Ratio test under Section 4.03(a); and




     (12) other Restricted Payments in an aggregate amount not to exceed $25.0 million since
the Reference Date.



     (c) The amount of all Restricted Payments (other than cash) will 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
covenant will be determined by the Board of Directors of the Company, whose resolution with respect
thereto will be delivered to the Trustee. For purposes of determining compliance with this
covenant, in the event that a Restricted Payment meets the criteria of more than one of the
exceptions described in (1) through (12) above or is entitled to be made pursuant to the first
paragraph of this covenant, the



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Company shall, in its sole discretion, classify such Restricted
Payment, or later classify, reclassify or re-divide all or a portion of such Restricted Payment, in
any manner that complies with this covenant.



     Section 4.05 Liens. The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur or permit to exist any Lien (other than
Permitted Liens) upon any of its property or assets (whether now owned or hereafter acquired),
securing any Subordinated Obligations or Indebtedness, unless:



     (a) in the case of any Lien securing Subordinated Obligations of the Company or a Guarantor,
the Notes or Note Guarantee, as applicable, are secured by a Lien on such property or assets on a
senior basis to the Subordinated Obligations so secured until such time as such Subordinated
Obligations are no longer so secured by that Lien; and



     (b) in the case of any other Lien (other than a Permitted Lien) securing Indebtedness, the
Notes or Note Guarantees, as applicable, are secured by a Lien on such property or assets on an
equal and ratable basis with the Senior Debt so secured until such time as such Senior Debt is no
longer so secured by that Lien.



     Section 4.06 Dividend and Other Payment Restrictions Affecting Subsidiaries.



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




     (1) pay dividends or make any other distributions on its Capital Stock to the Company
or any of its Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any Indebtedness owed to the Company
or any of its Restricted Subsidiaries;




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




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



     (b) However, the preceding restrictions will not apply to encumbrances or restrictions
existing under or by reason of:




     (1) agreements governing Existing Indebtedness and Credit Facilities as in effect on
the Issue Date and any amendments, restatements, modifications, renewals, supplements,
increases, refundings, replacements or refinancings of those agreements, provided that the
amendments, restatements, modifications, renewals, supplements, increases, refundings,
replacements or refinancings are no more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in those agreements on the
Issue Date;




     (2) this Supplemental Indenture, the Notes and the Note Guarantees;




     (3) applicable law, rule, regulation, order, approval, permit or similar restriction;



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




     (5) customary non-assignment provisions in contracts, leases and licenses (including,
without limitation, licenses of intellectual property) entered into in the ordinary course
of business;




     (6) purchase money obligations for property (including Capital Stock) acquired in the
ordinary course of business, Capital Lease Obligations and mortgage financings that impose
restrictions on the property purchased or leased of the nature described in clause (3) of
Section 4.06(a) above;




     (7) any agreement for the sale or other disposition of assets, including, without
limitation, an agreement for the sale or other disposition of the Capital Stock or assets of
a Restricted Subsidiary, that restricts distributions by the applicable Restricted
Subsidiary pending the sale or other disposition;




     (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the
agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the
Indebtedness being refinanced;




     (9) Liens permitted to be incurred under the provisions of Section 4.05 that
limit the right of the debtor to dispose of the assets subject to such Liens;




     (10) provisions limiting the disposition or distribution of assets or property in, or
transfer of Capital Stock of, joint venture agreements, asset sale agreements,
sale-leaseback agreements, stock sale agreements and other similar agreements entered into
(a) in the ordinary course of business, consistent with past practice or (b) with the
approval of the Company’s Board of Directors, which limitations are applicable only to the
assets, property or Capital Stock that are the subject of such agreements;




     (11) other Indebtedness of the Company or any of its Restricted Subsidiaries permitted
to be incurred pursuant to an agreement entered into subsequent to the Issue Date in
accordance with Section 4.03; provided that the provisions relating to such
encumbrance or restriction contained in such Indebtedness are not materially less favorable
to the Company taken as a whole, as determined by the Board of Directors of the Company in
good faith, than the provisions contained in the Credit Agreement and in this Supplemental
Indenture as in effect on the Issue Date;




     (12) the issuance of Preferred Stock by a Restricted Subsidiary or the payment of
dividends thereon in accordance with the terms thereof; provided that issuance of such
Preferred Stock is permitted pursuant Section 4.03 and the terms of such Preferred
Stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or
make any other



-52-









 







distributions on its Capital Stock (other than requirements to pay dividends
or liquidation preferences on such Preferred Stock prior to paying any dividends or making
any other distributions on such other Capital Stock);




     (13) supermajority voting requirements existing under corporate charters, bylaws,
stockholders agreements and similar documents and agreements;




     (14) customary provisions restricting subletting or assignment of any lease governing a
leasehold interest;




     (15) encumbrances or restrictions contained in Hedging Obligations permitted from time
to time under this Supplemental Indenture; and




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



     Section 4.07 Asset Sales.



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




     (1) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of; and




     (2) (i) at least 75% of the consideration received in the Asset Sale by the Company or
such Restricted Subsidiary is in the form of cash or (ii) the Fair Market Value of all forms
of consideration other than cash received for all Asset Sales since the Issue Date does not
exceed in the aggregate 10% of the Adjusted Consolidated Net Tangible Assets of the Company
at the time each determination is made. For purposes of this provision, each of the
following will be deemed to be cash:




     (a) any liabilities, as shown on the Company’s most recent consolidated 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
Note 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 converted by the Company or
such Restricted Subsidiary into cash within 180 days after the date of the Asset
Sale, to the extent of the cash received in that conversion;




     (c) any stock or assets of the kind referred to in clauses (2) or (4) of
Section 4.07(b) below; and




     (d) accounts receivable of a business retained by the Company or any Restricted
Subsidiary, as the case may be, following the sale of such business,



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provided that such accounts receivable are not (1) past due more than 90 days and (2) do not have
a payment date greater than 120 days from the date of the invoice creating such
accounts receivable.



     (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or
the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option
to any combination of the following:




     (1) to repay Senior Debt;




     (2) to invest in Additional Assets;




     (3) to make capital expenditures in respect of the Company’s or its Restricted
Subsidiaries’ Oil and Gas Business; or




     (4) enter into a bona fide binding contract with a Person other than an Affiliate of
the Company to apply the Net Proceeds pursuant to clauses (2) or (3) above, provided that
such binding contract shall be treated as a permitted application of the Net Proceeds from
the date of such contract until the earlier of




     the date on which such acquisition or expenditure is consummated, and




     the 180th day following the expiration of the aforementioned 360-day period.



     (c) Pending the final application of any Net Proceeds, the Company or any such Restricted
Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds
in any manner that is not prohibited by this Supplemental Indenture. Any Net Proceeds from Asset
Sales that are not applied or invested as provided in the preceding Section 4.07(b) will
constitute “Excess Proceeds.”



     (d) On the 361st day after the Asset Sale (or, at the Company’s option, any earlier date), if
the aggregate amount of Excess Proceeds then exceeds $20.0 million, the Company will make an offer
(an “Asset Sale Offer”) to all Holders of Notes, and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in this Supplemental
Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to
purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be
payable in cash. If the Asset Sale Payment Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest will be paid to the
Person in whose name a Note is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.
If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those
Excess Proceeds for any purpose not otherwise prohibited by this Supplemental Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a
pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be
reset at zero.



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     (e) The Asset Sale Offer will remain open for a period of 20 Business Days following its
commencement, except to the extent that a longer period is required by applicable law (the “Asset
Sale Offer Period”). No later than five Business Days after the termination of the Asset Sale
Offer Period (the “Asset Sale Payment Date”), the Company will purchase the principal amount of
Notes and other pari passu Indebtedness required to be purchased pursuant to this covenant (the
“Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly
tendered, all Notes and other pari passu Indebtedness validly tendered in response to the Asset
Sale Offer. On or before the Asset Sale Payment Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of
Notes and other pari passu Indebtedness or portions thereof so validly tendered and not properly
withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been
validly tendered and not properly withdrawn, all Notes and other pari passu Indebtedness so validly
tendered and not properly withdrawn. The Company will deliver to the Trustee an Officers’
Certificate stating that such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this covenant; and, in
addition, the Company will make such deliveries of all certificates and notes as are required
by the agreements governing the other pari passu Indebtedness. The Company or the Paying Agent, as
the case may be, will promptly (but in any case not later than five Business Days after the
termination of the Asset Sale Offer Period) mail or deliver to each tendering Holder of Notes, an
amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by
such Holder and accepted by the Company for purchase, and the Company will promptly issue a new
Note, and the Trustee, upon delivery of an Officers’ Certificate from the Company, will
authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. In addition, the Company will take any and all other
actions required by the agreements governing the other pari passu Indebtedness. Any Note not so
accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the
Asset Sale Payment Date.



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



     (g) The Trustee shall be under no obligation to ascertain the occurrence of an Asset Sale, or
to determine or calculate Excess Proceeds, the Asset Sale Offer Period, the Asset Sale Payment Date
or the Asset Sale Offer Amount, or give any notice with respect thereto. The Trustee may
conclusively assume, in the absence of written notice to the contrary from the Company or a Holder
or Holders of Notes, that no Asset Sale has occurred.



     Section 4.08 Transactions with Affiliates.



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



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




     (2) the Company delivers to the Trustee:




     (a) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10.0 million a
resolution of the Board of Directors of the Company set forth in an Officers’
Certificate certifying that such Affiliate Transaction complies with this covenant
and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors of the Company; and




     (b) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $30.0 million an opinion
as to the fairness to the Company or such Subsidiary of such Affiliate Transaction
from a financial point of view issued by an accounting, appraisal or investment
banking firm of national standing.



     (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will
not be subject to the provisions of Section 4.08(a) above:




     (1) any employment agreement or arrangement, stock option or stock ownership plan,
employee benefit plan, officer or director indemnification agreement, restricted stock
agreement, severance agreement or other compensation plan or arrangement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business and
payments, awards, grants or issuances of securities pursuant thereto, including, without
limitation, pursuant to the Company’s Third Amended and Restated Stock Incentive Plan;




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




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




     (4) reasonable fees and expenses and compensation paid to, and indemnity or insurance
provided on behalf of, officers, directors or employees of the Company or any Restricted
Subsidiaries as determined in good faith by the Board of Directors;




     (5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to,
or receipt of a capital contribution from, Affiliates (or a Person that becomes an
Affiliate) of the Company;




     (6) Restricted Payments that do not violate the provisions of Section 4.04;




     (7) transactions between the Company or any Restricted Subsidiaries and any Person, a
director of which is also a director of the Company or any direct or indirect parent



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company of the Company and such director is the sole cause for such Person to be deemed an Affiliate
of the Company or any Restricted Subsidiaries; provided, however, that such director
abstains from voting as director of the Company or such direct or indirect parent company,
as the case may be, on any matter involving such other Person;




     (8) loans or advances to employees in the ordinary course of business or consistent
with past practice not to exceed $5.0 million in the aggregate at any one time outstanding;




     (9) advances to or reimbursements of employees for moving, entertainment and travel
expenses, drawing accounts and similar expenditures in the ordinary course of business;




     (10) any transaction in which the Company or any of its Restricted Subsidiaries, as the
case may be, deliver to the trustee a letter 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 (1) of Section 4.08(a);




     (11) the performance of obligations of the Company or any of its Restricted
Subsidiaries under the terms of any written agreement to which the Company or any of its
Restricted Subsidiaries is a party on the Issue Date and which is described in the
Prospectus, as these agreements may be amended, modified or supplemented from time to time;
provided, however, that any future amendment, modification or supplement entered into after
the Issue Date will be permitted to the extent that its terms do not materially and
adversely affect the rights of any holders of the Notes (as determined in good faith by the
Board of Directors of the Company) as compared to the terms of the agreements in effect on
the Issue Date; and




     (12) (a) 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, and (b) pledges of Equity Interests
of the Company’s Unrestricted Subsidiaries for the benefit of lenders of the Company’s
Unrestricted Subsidiaries.



     Section 4.09 Change of Control Triggering Event. If a Change of Control Triggering
Event occurs, each Holder of Notes will have the right to require the Company to repurchase all or
any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased
plus accrued and unpaid interest on the Notes repurchased to the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest due on the relevant
interest payment date that is on or prior to the Change of Control Payment Date (defined
below)). Within 30 days following any Change of Control Triggering Event, the Company will mail a
notice (the “Change of Control Offer”) to each registered Holder with a copy to the Trustee
describing the transaction or transactions that constitute the Change of Control Triggering Event
and stating:




     (1) that a Change of Control Triggering Event has occurred and that such Holder has the
right to require the Company to purchase such Holder’s Notes at a purchase price in cash
equal to 101% of the principal amount of such Notes plus accrued and unpaid interest to the
date of purchase (the “Change of Control Payment Date”) (subject to the right of Holders



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of record on a record date to receive interest on the relevant interest payment date that is on
or prior to the Change of Control Payment Date) (the “Change of Control Payment”);




     (2) the purchase date (which shall be no earlier than 30 days nor later than 60 days
from the date such notice is mailed) (the “Change of Control Purchase Date”); and




     (3) the procedures determined by the Company, consistent with this Supplemental
Indenture, that a Holder must follow in order to have its Notes purchased.




     On the Change of Control Payment Date, the Company will, to the extent lawful:




     (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the
Change of Control Offer;




     (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and




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



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



     If the Change of Control Payment Date is on or after an interest record date and on or before
the related interest payment date, any accrued and unpaid interest will be paid to the Person in
whose name a Note is registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender pursuant to the Change of Control Offer.



     The Company will not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if (1) a third party makes the Change of Control Offer in the manner, at the time
and otherwise in compliance with the requirements set forth in this Supplemental Indenture
applicable to a Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been
given under this Supplemental Indenture pursuant to the optional redemption provisions in paragraph
5 of the Notes.



     A Change of Control Offer may be made in advance of a Change of Control Triggering Event, and
conditioned upon the occurrence of such Change of Control Triggering Event, if a definitive
agreement is in place for the Change of Control Triggering Event at the time of making the Change
of Control Offer. Notes repurchased by the Company pursuant to a Change of Control Offer will have



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the status of Notes issued but not outstanding or will be retired and cancelled, at the Company’s
option. Notes purchased by a third party pursuant to the preceding paragraph will have the status
of Notes issued and outstanding.



     The Company will comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act, including Rule 14e-1, and any other securities laws or regulations to in
connection with the repurchase of Notes pursuant to this Section 4.09. To the extent that
the provisions of any securities laws or regulations conflict with provisions of this Supplemental
Indenture, the Company will comply with the applicable securities laws and regulations and will not
be deemed to have breached its obligations described in the Indenture (including this Supplemental
Indenture) by virtue of such compliance.



     The Trustee shall be under no obligation to ascertain the occurrence of a Change of Control
Triggering Event or to give notice with respect thereto. The Trustee may conclusively assume, in
the absence of written notice to the contrary from the Company, or a Holder or Holders of Notes,
that no Change of Control Triggering Event has occurred.



     In the event that Holders of not less than 90% of the aggregate principal amount of the Notes
accept a Change of Control Offer and the Company purchases all of the Notes held by such Holders,
the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice,
given not more than 30 days following the purchase pursuant to a Change of Control Offer, to redeem
all of the Notes that remain outstanding following such purchase at a purchase price equal to the
Change of Control Payment plus, to the extent not included in the Change of Control Payment,
accrued and unpaid interest on the Notes that remain outstanding, to the Redemption Date (subject
to the right of Holders on the relevant record date to receive interest due on the relevant
interest payment date).



     Section 4.10 Future Note Guarantees. If, after the Issue Date, any Domestic
Subsidiary that is not already a Guarantor Guarantees any other Indebtedness of the Company or a
Guarantor in excess of the De Minimis Guaranteed Amount, then in such case such Domestic Subsidiary
will become a Guarantor with respect to the Notes by executing a supplemental indenture
substantially in the form of Exhibit C hereto and delivering it to the Trustee within 180
days of the date on which it Guaranteed such Indebtedness of the Company or a Guarantor, as the
case may be.



     Section 4.11 Designation of Restricted and Unrestricted Subsidiaries. The Board of
Directors of the Company may designate any Restricted Subsidiary of the Company to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary
of the Company is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary
properly designated as Unrestricted will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under Section
4.04(a) or under one or more clauses of the definition of Permitted Investments, as determined
by the Company. That designation will only be permitted if the Investment would be permitted at
that time and if the Restricted Subsidiary so designated otherwise meets the definition of an
Unrestricted Subsidiary.



     Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation and
an Officers’ Certificate certifying that such designation complied with the preceding conditions
and was permitted by Section 4.04. If, at any time, any Unrestricted Subsidiary would fail
to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an



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Unrestricted Subsidiary for purposes of this Supplemental Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under the covenant
described under Section 4.03 the Company will be in default of such covenant.



     The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to
be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and
such designation will only be permitted if (1)
such Indebtedness is permitted under the covenant described above in Section 4.03,
calculated on a pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period, and (2) no Default or Event of Default would be in existence
following such designation.



     Section 4.12 Maintenance of Office or Agency. The Company will maintain in the United
States of America an office or agency where the Notes may be presented or surrendered for payment,
where, if applicable, the Notes may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Notes and this Supplemental
Indenture may be served. The principal corporate trust office of the Trustee (the “Corporate Trust
Office”), shall be such office or agency of the Company, unless the Company shall designate and
maintain some other office or agency for one or more of such purposes. The Company will give
prompt written
notice to the Trustee of any change in the location of any such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and demands.



     The Company 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 any such designation; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency in the United
States of America for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and any change in the location of any such other office or
agency.



     Section 4.13 Corporate Existence. Subject to Article 5 and Section
10.02, the Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and that of each Restricted Subsidiary and the
corporate rights (charter and statutory) licenses and franchises of the Company and each Restricted
Subsidiary; provided, however, that the Company shall not be required to preserve any such
existence (except the Company), right, license or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in the conduct of the
business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the
loss thereof would not have a material adverse effect on the ability of the Company to perform its
obligations under the Notes or this Supplemental Indenture, provided further that the Company and
the Guarantors may merge in accordance with Section 5.01 and Section 10.02.



     Section 4.14 Payment of Taxes and Other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any Restricted Subsidiary and



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(ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a
material liability or lien upon the property of the Company or any Restricted Subsidiary, except
for any Lien permitted to be incurred pursuant to subsections (6) and (9) of the definition of
“Permitted Liens”; provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate proceedings and for which
appropriate reserves, if necessary (in the good faith judgment of management of the Company), are
being maintained in accordance with GAAP or where the failure to pay or discharge the same would
not have a material adverse effect on the ability of the Company to perform its obligations under
the Notes or this Supplemental Indenture.



     Section 4.15 Compliance Certificate. The Company shall deliver to the Trustee within
120 days after the end of each fiscal year of the Company an Officers’ Certificate stating that in
the course of the performance by the signers of their duties as Officers of the Company they would
normally have knowledge of any Default or Event of Default and whether or not the signers know of
any Default or Event of Default that occurred during such period. If they do, the certificate
shall describe the Default or Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4).



     Section 4.16 Further Instruments and Acts. Upon the reasonable request of the
Trustee, the Company will execute and deliver such further instruments and do such further acts as
may be
reasonably necessary or proper to carry out more effectively the purpose of this Supplemental
Indenture.



     Section 4.17 Statement by Officers as to Default. The Company shall deliver to the
Trustee, as soon as possible and in any event within 5 Business Days after the Company becomes
aware of the occurrence of any Event of Default or Default an Officers’ Certificate setting forth
the details of such Event of Default or Default and the action which the Company is taking or
proposes to take in respect thereof.



     Section 4.18 Payments for Consent. Neither the Company nor any of its Subsidiaries
shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Beneficial Owner or Holder of any Notes for or as an inducement
to any consent to any waiver, supplement or amendment of any terms or provisions of this
Supplemental Indenture or the Notes, unless such consideration is offered to be paid or agreed to
be paid to all Beneficial Owners and Holders of the Notes which so consent in the time frame set
forth in solicitation documents relating to such consent.



     Section 4.19 Effectiveness of Covenants and Other Provisions Upon an Investment Grade
Rating Event. Upon and after the occurrence of an Investment Grade Rating Event, the Company
and its Subsidiaries, as the case may be, shall cease to be subject to Section 4.03,
Section 4.04, Section 4.06, Section 4.07, Section 4.08, Section
4.09, Section 4.11, Section 4.12 (other than with respect to the corporate
existence of the Company) and Section 4.14 hereof and clause (4) of Section
5.01 hereof and such provisions of this Supplemental Indenture shall no longer have any effect.
Such provisions of this Supplemental Indenture shall not be reinstituted following the occurrence
of an Investment Grade Rating Event even if the rating assigned the Notes by a Rating Agency falls
below an Investment Grade Rating.



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ARTICLE 5




SUCCESSOR COMPANY




     Article IV of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 5.



     Section 5.01 Merger, Consolidation or Sale of Assets. The Company will not, directly
or indirectly: (1) consolidate, amalgamate or merge with or into another Person (whether or not the
Company is the surviving corporation), convert into another form of entity or continue in another
jurisdiction; or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related transactions, to another
Person, unless:




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




     (2) the Person formed by or surviving any such conversion, consolidation, amalgamation
or merger (if other than the Company) or the Person to which such sale, assignment,
transfer, lease, conveyance or other disposition has been made assumes all the
obligations of the Company under the Notes, the Base Indenture with respect to the
Notes and this Supplemental Indenture pursuant to a supplemental indenture and other
agreements reasonably satisfactory to the Trustee; provided that, unless such Person is a
corporation, a corporate co-issuer of the Notes will be added to this Supplemental Indenture
by agreements reasonably satisfactory to the Trustee;




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




     (4) the Company or the Person formed by or surviving any such consolidation,
amalgamation or merger (if other than the Company), or to which such sale, assignment,
transfer, conveyance or other disposition has been made:




     (i) would have Consolidated Net Worth immediately after the transaction equal
to or greater than the Consolidated Net Worth of the Company immediately preceding
the transaction;




     (ii) would, 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 4.03(a); or




     (iii) would, 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, have a Fixed Charge Coverage Ratio



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that is not less than the Fixed Charged Coverage Ratio of the Company and its
Restricted Subsidiaries immediately prior to such transaction.



     For purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other
disposition of all or substantially all of the properties and assets of one or more Subsidiaries of
the Company, which properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the Company on a
consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of
the Company.



     The Successor Company will succeed to, and be substituted for, and may exercise every right
and power of, the Company under the Indenture (including this Supplemental Indenture) with respect
to the Notes, but, in the case of a lease of all or substantially all its assets, the Company will
not be released from the obligation to pay the principal of, premium, if any, on and interest on,
the Notes.



     Notwithstanding the preceding clause (4) of this Section 5.01, (x) any Restricted
Subsidiary of the Company may consolidate with, merge into or transfer all or part of its
properties and assets to the Company, (y) the Company may merge into a Restricted Subsidiary for
the purpose of reincorporating the Company in another jurisdiction and (z) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to
another Restricted Subsidiary.



ARTICLE 6




DEFAULTS AND REMEDIES




     Article VI of the Base Indenture shall not apply to the Notes, except as, and to the extent,
described in this Article 6.



     Section 6.01 Events of Default. Each of the following is an “Event of Default”:




     (1) default in any payment of interest on any Note under the Indenture (including this
Supplemental Indenture) when due, continued for 30 days;




     (2) default in the payment when due (at Stated Maturity, upon redemption or otherwise)
of the principal of, or premium, if any, on the Notes;




     (3) failure by the Company to comply with the provisions of Section 4.07,
Section 4.09 or Section 5.01 hereof;




     (4) failure by the Company for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then outstanding
voting as a single class to comply with any of the other agreements in this Supplemental
Indenture or the Base Indenture with respect to the Notes;




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



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	 	(a)	 	is caused by a failure to pay principal of, or
interest or premium, if any, on, such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness (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 $20.0 million or more; provided
that if any such default is cured or waived or any such acceleration rescinded, or such
Indebtedness is repaid, within a period of ten Business Days from the continuation of such
default beyond the applicable grace period or the occurrence of such acceleration, as the
case may be, such Event of Default and any consequential acceleration of the Notes shall be
automatically rescinded, so long as such rescission does not conflict with any judgment or
decree;





     (6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments
entered by a court or courts of competent jurisdiction aggregating in excess of $20.0
million, (net of any amount with respect to which a reputable and solvent insurance company
has acknowledged liability in writing) which judgments are not paid, discharged, stayed or
fully bonded (including a stay pending appeal) for a period of 60 days (or, if later, the
date when payment is due pursuant to such judgment);




     (7) (a) except as permitted by this Supplemental Indenture, any Note Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or ceases for any reason
to be in full force and effect or (b) any Guarantor, or any Person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee (except
pursuant to the release or termination of such Note Guarantee in accordance with this
Supplemental Indenture); and




     (8) (a) the Company or any Significant Subsidiary or a group of Restricted Subsidiaries
that, taken together (as of the latest available consolidated financial statements of the
Company), would constitute a Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:




	 	(i)	 	commences a voluntary case or proceeding;
	 
	 	(ii)	 	consents to the entry of a judgment, decree or
order for relief against it in an involuntary case or proceeding;
	 
	 	(iii)	 	consents to the appointment of a Custodian of
it or for any substantial part of its property;
	 
	 	(iv)	 	makes a general assignment for the benefit of
its creditors; or
	 
	 	(v)	 	consents to or acquiesces in the institution of
a bankruptcy or an insolvency proceeding against it;






or takes any comparable action under any foreign laws relating to insolvency; or



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




	 	(i)	 	is for relief against the Company or any Significant Subsidiary
or a group of Restricted Subsidiaries that, taken together (as of the latest
available consolidated financial statements of the Company), would constitute a
Significant Subsidiary in an involuntary case;
	 
	 	(ii)	 	appoints a Custodian of the Company or any Significant
Subsidiary or a group of Restricted Subsidiaries that, taken together (as of
the latest available consolidated financial statements of the Company), would
constitute a Significant Subsidiary or for any substantial part of its
Property; or
	 
	 	(iii)	 	orders the winding up or liquidation of the Company or any
Significant Subsidiary or a group of Restricted Subsidiaries that, taken
together (as of the latest available consolidated financial statements of the
Company), would constitute a Significant Subsidiary;






or any similar relief is granted under any foreign laws and the order, decree or relief
remains unstayed and in effect for 60 days.



     Section 6.02 Acceleration. If any Event of Default (other than those of the type
described in clause (8) of Section 6.01) occurs and is continuing, the Trustee may, and at
the direction of the Holders of at least 25% in aggregate principal amount of outstanding Notes
shall, declare the principal of all the Notes, together with all accrued and unpaid interest and
premium, if any, to be due and
payable immediately by notice in writing to the Company and the Trustee specifying the
respective Event of Default and that such notice is a notice of acceleration, and the same shall
become immediately due and payable.



     In the case of an Event of Default specified in (8) of Section 6.01 hereof, all
outstanding Notes shall become due and payable immediately without further action or notice by the
Trustee or the Holders. Holders may not enforce the Indenture (including this Supplemental
Indenture) or the Notes except as provided in this Supplemental Indenture.



     At any time after a declaration of acceleration with respect to the Notes, the Holders of a
majority in principal amount of the Notes then outstanding (by notice to the Trustee) may, on
behalf of the Holders of all the Notes, rescind and cancel such declaration and its consequences
if:




     (1) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction;




     (2) all existing Defaults and Events of Default have been cured or waived except
nonpayment of principal of or interest on the Notes that has become due solely by reason of
such declaration of acceleration;




     (3) to the extent the payment of such interest is lawful, interest (at the same rate
specified in the Notes) on overdue installments of interest and overdue payments of
principal which has become due otherwise than by such declaration of acceleration has been
paid;



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     (4) the Company has paid the Trustee its reasonable compensation and reimbursed the
Trustee for its reasonable expenses, disbursements and advances; and




     (5) in the event of the cure or waiver of an Event of Default of the type described in
clause (8) of Section 6.01, the Trustee has received an Officers’ Certificate and
Opinion of Counsel that such Event of Default has been cured or waived.



     Notwithstanding the foregoing, if an Event of Default specified in Section 6.01(5)
shall have occurred and be continuing, such Event of Default and any consequential acceleration
shall be automatically rescinded if (i) the Indebtedness that is the subject of the Event of
Default has been repaid, or (ii) if the default relating to such Indebtedness is waived or cured
and if such Indebtedness has been accelerated, then the holders thereof have rescinded their
declaration of acceleration in respect of such Indebtedness.



     Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the
Trustee may pursue any available remedy to collect the payment of principal of (or premium, if any)
or interest on the Notes or to enforce the performance of any provision of the Notes or the
Indenture (including this Supplemental Indenture) with respect to the Notes.



     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 in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive
of any other remedy. All available remedies are cumulative.



     Section 6.04 Waiver of Past Defaults. The Holders of a majority in principal amount
of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all the
Notes, (a)
waive, by their consent (including, without limitation consents obtained in connection with a
purchase of, or tender offer or exchange offer for, Notes), an existing Default or Event of Default
and its consequences or compliance with any provisions except (i) a Default or Event of Default in
the payment of the principal of, or premium, if any, or interest on a Note or (ii) a Default or
Event of Default in respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected and (b) rescind any such acceleration with respect to
the Notes and its consequences if rescission would not conflict with any judgment or decree of a
court of competent jurisdiction. When a Default or Event of Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair
any consequent right.



     Section 6.05 Control by Majority. The Holders of a majority in principal amount of
the outstanding Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee with respect to the Notes or of exercising any trust or power
conferred on the Trustee with respect to the Notes. However, the Trustee may refuse to follow any
direction that conflicts with law or the Indenture (including this Supplemental Indenture) with
respect to the Notes or, subject to Sections 7.1 and 7.2 of the Base Indenture, that the Trustee
determines is unduly prejudicial to the rights of the other Holders or would involve the Trustee in
personal liability. Prior to taking any action hereunder, the Trustee shall be entitled to
indemnification satisfactory to it in its sole discretion against all losses and expenses caused by
taking or not taking such action.




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     Section 6.06 Limitation on Suits. Subject to Section 6.07, a Holder may not pursue
any remedy with respect to the Indenture (including this Supplemental Indenture) with respect to
the Notes or the Notes unless:




     (1) such Holder has previously given to the Trustee written notice stating that an
Event of Default is continuing;




     (2) Holders of at least 25% in aggregate principal amount of the outstanding Notes have
requested in writing that the Trustee pursue the remedy;




     (3) such Holders have offered to the Trustee reasonable security or indemnity against
any loss, liability or expense;




     (4) the Trustee has not complied with such request within 60 days after receipt of the
request and the offer of security or indemnity; and




     (5) the Holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such
request within such 60-day period.



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



     Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any other
provision of the Indenture (including this Supplemental Indenture) (including Section 6.06
hereof), the right of any Holder to receive payment of principal of, premium (if any) or interest
when due on the Notes held by such Holder, on or after the respective due dates expressed in the
Notes, 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 clauses
(1) or (2) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the whole amount then due
and owing (together with interest on any unpaid interest to the extent lawful) and the amounts
provided for in Section 7.7 of the Base Indenture.



     Section 6.09 Trustee May File Proofs of Claim. The Trustee may file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its
Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make 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 it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7
of the Base Indenture. 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 7.7 of the Base Indenture hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same



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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 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 or property pursuant to
this Article 6, it shall pay out the money or property in the following order:




     FIRST: to the Trustee for amounts due under Section 7.7 of the Base Indenture;




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




     THIRD: to the Company or the Guarantors or to such other party as a court of competent
jurisdiction may direct.




     The Trustee may fix a record date and payment date for any payment to Holders pursuant
to this Section 6.10. At least 15 days before such record date, the Company shall
mail to each Holder and the Trustee a notice that states the record date, the payment date
and amount to be paid.



     Section 6.11 Undertaking for Costs. In any suit for the enforcement of any right or
remedy under the Indenture (including this Supplemental Indenture) or in any suit against the
Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, 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 the
Company, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10%
in outstanding principal amount of the Notes.



     Section 6.12 Waiver of Stay, Extension and Usury Laws. Each of the Company and the
Guarantors covenant (to the extent permitted by applicable law) that it will not at any time insist
upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law or other law wherever enacted, now or at any time hereafter in force, which
would prohibit or forgive the Company or any Guarantor from paying all of any portion of the
principal of (premium, if any, on) or interest on the Notes as contemplated herein, or which may
affect the covenants or the performance of the Indenture; and (to the extent that it may lawfully
do so) each of the Company and the Guarantors hereby expressly waive all benefit or advantage of
any such law, and covenants that they will not hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.



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ARTICLE 7




SATISFACTION AND DISCHARGE




     Article XI of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 7.



     Section 7.01 Satisfaction and Discharge. The Indenture (including this Supplemental
Indenture) will be discharged and will cease to be of further effect as to all Notes issued
hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and
as otherwise specified hereunder or under Section 2.9 of the Base Indenture), when:




     (1) either:




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




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




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




     (3) the Company or any Guarantor has paid or caused to be paid all sums payable by it
hereunder;




     (4) the Company has delivered irrevocable instructions to the Trustee hereunder to
apply the deposited money toward the payment of the Notes at fixed maturity or the
Redemption Date, as the case may be; and




     (5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, which state that all conditions precedent under the Indenture (including this
Supplemental Indenture) with respect to the Notes relating to the satisfaction and discharge
of the Indenture (including this Supplemental Indenture) with respect to the Notes have been
satisfied.



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ARTICLE 8




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




     Article VIII of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 8.



     Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. The Company
may, at its option and at any time, elect to have either Section 8.02 or Section
8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth
in this Article 8.



     Section 8.02 Legal Defeasance and Discharge. Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from its Obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”) and each
Guarantor shall be released and relieved from all of its Obligations under its Note Guarantee. For
this purpose, Legal Defeasance means that the Company 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 or
Articles of the Indenture (including this Supplemental Indenture) referred to in clauses (a)
through (e) below, and to have satisfied all its other obligations under the Notes and the
Indenture (including this Supplemental Indenture) with respect to the Notes (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive, solely from the
trust fund described in Section 8.04 and Section 8.05 hereof, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any, and interest on
such Notes when such payments are due, (b) the Company’s Obligations with respect to such Notes
under Article 1 and Section 4.01 and Section 4.14 hereof and Article II of
the Base Indenture, (c) the rights, powers, trusts, duties and immunities of the Trustee under the
Indenture (including this Supplemental Indenture) and the Company’s and the Guarantors’ obligations
in connection therewith, (d) the optional redemption provisions of this Supplemental Indenture, and
(e) this Article 8. If the Company exercises under Section 8.01 hereof the option
applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, payment of the Notes may not be
accelerated because of an Event of Default. Subject to compliance with this Article
8, the Company may exercise its option under this Section 8.02 notwithstanding the
prior exercise of its option under Section 8.03 hereof.



     Section 8.03 Covenant Defeasance Upon the Company’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
its obligations under the covenants contained in Section 4.02 through Section 4.11,
Section 4.13 (other than with respect to the Company’s corporate existence), and
Section 4.14 hereof, and the operation of clause (4) of Section 5.01 hereof, with
respect to the outstanding Notes on and after the date the conditions set forth in Section
8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”) and each Guarantor shall be
released from all of its obligations under its Note Guarantee 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



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be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company and the Guarantors 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 the Indenture (including this Supplemental Indenture) with respect to the Notes
and such Notes shall be unaffected thereby. If the Company exercises under Section 8.01
hereof the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, payment of the Notes may not be accelerated
because of an Event of Default specified in clauses (3) (with respect to the covenant contained in
clause (4) of Section 5.01 hereof), (4) (with respect to Section 4.02 through
Section 4.11, Section 4.13 (other than with respect to the Company’s corporate
existence), and Section 4.14 hereof), (5), (6) and (8) of such Section 6.01 (but in
the case of clause (8) of Section 6.01 hereof, with respect to Significant Subsidiaries
only).



     Section 8.04 Conditions to Legal or Covenant Defeasance. The following shall be the
conditions to the application of either Section 8.02 or Section 8.03 hereof to the
outstanding Notes. In order to exercise Legal Defeasance or Covenant Defeasance:




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




     (2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion
of Counsel reasonably acceptable to the Trustee confirming that: (a) the Company has
received from, or there has been published by, the Internal Revenue Service a ruling; or (b)
since the Issue Date, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel will confirm that,
the Holders of the outstanding Notes will not recognize income, gain or loss for federal
income
tax purposes as a result of such Legal Defeasance and shall be subject to federal
income tax in 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;




     (3) in the case of Covenant Defeasance, the Company must deliver to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income tax purposes
as a result of such Covenant Defeasance and shall be subject to federal income tax in 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;




     (4) no Default or Event of Default has occurred and be continuing with respect to the
Notes on the date of such deposit (other than a Default or Event of Default resulting from
the borrowing of funds to be applied to such deposit) and the deposit will not result in a
breach



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or violation of, or constitute a default under, any Indebtedness incurred under
clause (1) of Permitted Debt;




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




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




     (7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.



     Section 8.05 Deposited Cash and Government Securities to be Held in Trust; Other
Miscellaneous Provisions. Subject to Section 8.06 hereof, all cash and non-callable
Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee), collectively for purposes of this Section 8.05, the “Trustee”)
pursuant to Section 8.04 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 the Indenture
(including this Supplemental Indenture) with respect to the Notes, to the payment, either directly
or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of all sums due and to become due thereon in respect of principal,
premium, if any, interest, but such cash and securities need not be segregated from other funds
except to the extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or non-callable Government Securities deposited pursuant to
Section 8.04 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 Company from time to time upon the request of the Company any cash or non-callable
Government Securities held by it as provided in Section 8.04 hereof which, in the
opinion of a nationally recognized independent registered public accounting firm expressed in a
written certification thereof delivered to the Trustee (which may be the certification delivered
under clause (1) of Section 8.04 hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.



     Section 8.06 Repayment to Company. Any cash or non-callable Government Securities
deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, on, or interest on, any Note and remaining unclaimed
for one year after such principal, premium, if any, or interest has become due and payable shall be
paid to the Company on its request (unless an abandoned property law designates another Person) or
(if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying



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Agent with respect to such cash and securities, and all liability of the
Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in The New York Times and The Wall Street Journal (national edition),
notice that such cash and securities remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification or publication, any
unclaimed balance of such cash and securities then remaining shall be repaid to the Company.



     Section 8.07 Reinstatement. If the Trustee or Paying Agent is unable to apply any
cash or non-callable Government Securities in accordance with Section 8.02, Section
8.03 or Section 8.05 hereof, as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under the Indenture (including this Supplemental
Indenture) with respect to the Notes and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.04 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such cash and securities in accordance with Section
8.02, Section 8.03 or Section 8.05 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if any, on, or interest
on, any Note following the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders to receive such payment from the cash and securities held by the Trustee or
Paying Agent.



ARTICLE 9




AMENDMENTS




     Article IX of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 9.



     Section 9.01 Without Consent of Holders. Notwithstanding the first two paragraphs of
Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement the
Indenture (including this Supplemental Indenture), the Notes or the Note Guarantees without notice
to or consent of any Holder:




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




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




     (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to
Holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all
or substantially all of the Company’s or such Guarantor’s properties or assets, as
applicable;




     (4) to make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights under the Indenture of
any Holder;




     (5) to comply with requirements of the SEC in order to maintain the qualification of
the Indenture under the Trust Indenture Act;



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     (6) to conform the text of this Supplemental Indenture, the Note Guarantees or the
Notes to any provision of the “Description of Senior Notes” contained in the Prospectus
relating to the Notes;




     (7) to provide for the issuance of Additional Notes in accordance with the limitations
set forth in Section 1.03 of this Supplemental Indenture and Section 2.1 of the Base
Indenture as of the Issue Date;




     (8) to allow any Guarantor to execute a supplemental indenture to the Indenture and/or
a Note Guarantee with respect to the Notes or release Note Guarantees pursuant to the terms
of the Indenture (including this Supplemental Indenture);




     (9) to secure the Notes; or




     (10) to evidence and provide for the acceptance under the Indenture of a successor
trustee with respect to the Notes.



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



     After an amendment under the Indenture becomes effective, the Company is required to mail to
the Holders a notice briefly describing such amendment. However, the failure to give such notice
to all the Holders, or any defect therein, will not impair or affect the validity of the amendment
or supplemental indenture under this Section 9.01.



     Section 9.02 With Consent of Holders. Except as provided in the following paragraph
and in the first paragraph of Section 9.01, the Company, the Guarantors and the Trustee may
amend or supplement the Indenture (including this Supplemental Indenture), the Notes or the Note
Guarantees without notice to any Holder but with the written consent of the Holders of at least a
majority in aggregate 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, Notes), and any existing Default or Event of Default or compliance with any provision of the
Indenture (including this Supplemental Indenture) or the Notes or the Note Guarantees may be waived
with the consent of the Holders of at least a majority in aggregate 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, 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):




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




     (2) reduce the principal of or change the fixed maturity of any Note or alter the
provisions with respect to the redemption or repurchase of the Notes (other than provisions
relating to the covenants contained in Section 4.07 and Section 4.09);



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




     (4) waive a Default or Event of Default in the payment of principal of, or interest or
premium 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);




     (5) make any Note payable in currency other than that stated in the Notes;




     (6) make any change in the provisions of the Indenture (including this Supplemental
Indenture) relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium, if any, on the Notes (other than as
permitted in clause (7) below);




     (7) waive a redemption payment with respect to any Note (other than a payment required
by one of the covenants under Section 4.07 and Section 4.09);




     (8) allow any Guarantor to execute a supplemental indenture to the Indenture with
respect to the Notes and/or a Note Guarantee with respect to the Notes or release any
Guarantor from any of its obligations under its Note Guarantee or the Indenture (including
this Supplemental Indenture) with respect to the Notes, except in accordance with the terms
of the Indenture (including this Supplemental Indenture); or




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



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



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



     A consent to any amendment or waiver under the Indenture by any Holder of the Notes given in
connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After
an amendment under this Section becomes effective, the Company 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, supplemental indenture or
waiver under this Section 9.02.



     Section 9.03 Compliance with Trust Indenture Act. Every amendment or supplement to
the Indenture (including this Supplemental Indenture) with respect to the Notes or the Notes shall
comply with the TIA as then in effect.



     Section 9.04 Revocation and Effect of Consents and Waivers. A consent to an amendment
or a waiver by a Holder of a Note shall be in writing and bind the Holder and every subsequent
Holder



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of that Note or portion of the Note that evidences the same debt as the consenting Holder’s
Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder
or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the
Note if the Trustee receives the notice of revocation before the date the amendment or waiver
becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder.



     For purposes of the Indenture (including this Supplemental Indenture), the written consent of
the Holder of a Global Note shall be deemed to include any consent delivered by an Agent Member by
electronic means in accordance with the Automated Tender Offer Procedures system or other customary
procedures of, and pursuant to authorization by, DTC.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to the Indenture. The Trustee may, but shall not be
obligated to, fix a record date for the purpose of determining the Holders of Securities of any
series entitled to join in the giving, making or taking of (i) any notice permit to Section
6.01(4) or otherwise of any Default, (ii) any declaration of acceleration pursuant to
Section 6.02, (iii) any request to institute proceedings pursuant to Section
6.06(2), or (iv) any direction referred to in Section 6.05, in each case with respect
to such series. If a record date is so fixed, then notwithstanding the second preceding paragraph,
those Persons who were Holders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent previously given or
to take any such action, whether or not such Persons continue to be Holders after such record date.
No such consent shall become valid or effective more than 180 days after such record date



     Section 9.05 Notation on or Exchange of Notes. If an amendment changes the terms of a
Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may
place an appropriate notation on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note
shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure
to make the appropriate notation or to issue a new Note shall not affect the validity of such
amendment.



     Section 9.06 Trustee To Sign Amendments. The Trustee shall sign any amendment
authorized pursuant to this Article 9 if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not
sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Sections 7.1 and 7.2 of the Base Indenture)
shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating
that such amendment is authorized or permitted by the Indenture (including this Supplemental
Indenture).



ARTICLE 10




NOTE GUARANTEES




     Article X of the Base Indenture shall not apply to the Notes except as, and to the extent,
described in this Article 10.



     Section 10.01 Note Guarantees. Each Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with
each



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other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment
when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Notes and all other monetary Obligations of the Company under
the Indenture (including this Supplemental Indenture) with respect to the Notes. Each Guarantor
further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in
whole or in part, without notice or further assent from it, and that it will remain bound under
this Article 10 notwithstanding any extension or renewal of any Obligation.



     Each Guarantor waives presentation to, demand of payment from and protest to the Company of
any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives
notice of any default under the Notes or the Obligations. The obligations of each Guarantor
hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or
to enforce any right or remedy against the Company or any other Person under the Indenture
(including this Supplemental Indenture), the Notes or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any
of the terms or provisions of the Indenture (including this Supplemental Indenture), the Notes or
any other agreement; (d) the release of any Note held by any Holder or the Trustee for the
Obligations of any of them; (e) the failure of any Holder to exercise any right or remedy against
any other Guarantor; (f) any change in the ownership of the Company; or (g) the issuance of any
Additional Notes or any Securities of any series (other than the Notes) under the Indenture.



     Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of
payment when due (and not a Guarantee of collection) and waives any right to require that any
resort be had by any Holder to any Note held for payment of the Obligations.



     Except as expressly set forth in Article 8 and Section 10.02, the obligations
of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason (other than payment of the Obligations in full), including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of the Trustee or any Holder to assert any claim or demand or to
enforce any remedy under the Indenture (including this Supplemental Indenture), the Notes or any
other agreement, by any waiver or modification of any thereof, by any default, failure or delay,
willful or otherwise, in the performance of the Obligations, or by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner or to any extent
vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity.



     Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or
interest
on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the
bankruptcy or reorganization of the Company or otherwise.



     In furtherance of the foregoing and not in limitation of any other right which any Holder has
at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay
any of the Obligations when and as the same shall become due, whether at maturity, by acceleration,
by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal
to the sum



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of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and
unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by
law) and except as provided in Section 10.02.



     Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the
Holders, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be
accelerated as provided in this Supplemental Indenture for the purposes of its Note Guarantee
herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in
respect of the Obligations Guaranteed hereby and (y) in the event of any such declaration of
acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantor for the purposes of this Note Guarantee.



     Each Guarantor also agrees to pay any and all reasonable costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under
this Section 10.01.



     Section 10.02 Limitation on Liability; Termination, Release and Discharge.



     (a) The obligations of each Guarantor hereunder will be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such Guarantor (including, but
not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture
(including this Supplemental Indenture), result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state
law.



     (b) Subject to Article 5 and Section 4.07, a Guarantor may not sell or
otherwise dispose of all or substantially all of its assets to, or consolidate or amalgamate with
or merge with or into (whether or not such Guarantor is the surviving Person), another Person,
other than the Company or another Guarantor, unless:




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




     (2) either:




     (a) the Person acquiring the properties or assets in any such sale or
other disposition or the Person formed by or surviving any such
consolidation, amalgamation or merger (if other than the Company or another
Guarantor) unconditionally assumes, pursuant to a supplemental indenture
substantially in the form specified in the Indenture, all the obligations of
such Guarantor under such indenture, under the Notes, its Note Guarantee and
the applicable registration rights agreement on terms set forth therein; or




     (b) the Net Proceeds of such sale or other disposition are applied in
accordance with the Section 4.07 hereof.



     (c) The Note Guarantee of a Guarantor will be deemed released and the Guarantor will be
relieved of its obligations under the Indenture (including this Supplemental Indenture) with
respect to



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the Notes and its Note Guarantee without any further action required on the part of the
Company or such Guarantor:




     (1) in connection with any sale or other disposition of all or substantially all of the
assets of that Guarantor (including by way of merger. amalgamation or consolidation) to a
Person that is not (either before or after giving effect to such transaction) the Company or
a Restricted Subsidiary of the Company, if the sale or other disposition complies with
Section 4.07 hereof;




     (2) in connection with any sale or other disposition of all of the Capital Stock of
that Guarantor to a Person that is not (either before or after giving effect to such
transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other
disposition complies with Section 4.07 hereof;




     (3) if such Guarantor is a Restricted Subsidiary and the Company designates such
Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this
Supplemental Indenture;




     (4) upon Legal Defeasance or Covenant Defeasance as provided in Article 8 or
upon satisfaction and discharge of the Indenture (including this Supplemental Indenture)
with respect to the Notes as provided in Article 7;




     (5) upon the liquidation or dissolution of such Guarantor provided no Default or Event
of Default has occurred or is continuing;




     (6) at any time after the occurrence of an Investment Grade Rating Event, at such time
as such Guarantor does not have outstanding or guarantee Indebtedness (other than
Indebtedness or guarantees under the Notes) in excess of $5.0 million in aggregate principal
amount; or




     (7) upon such Guarantor consolidating or amalgamating with, merging into or
transferring all of its properties or assets to the Company or another Guarantor, and as a
result of, or in connection with, such transaction such Guarantor dissolving or otherwise
ceasing to exist.



     Section 10.03 Limitation of Guarantors’ Liability. Each Guarantor, and by its
acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that
the Guarantee by such Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer
or conveyance for purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the
foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the obligations
of such Guarantor under its Note Guarantee will be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities (including, but not limited to, Senior
Debt of a Guarantor) of such Guarantor and after giving effect to any collections from or payments
made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor
under its Note Guarantee or
pursuant to Section 10.04 hereof, result in the obligations of such Guarantor under
its Note Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This
Section 10.03 is for the benefit of the creditors of each Guarantor.




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     Section 10.04 Contribution. In order to provide for just and equitable contribution
among the Guarantors, the Guarantors agree that in the event any payment or distribution is made by
any Guarantor (a “Funding Guarantor”) under its Note Guarantee, such Funding Guarantor will be
entitled to a contribution from each other Guarantor (if any) in a pro rata amount based on the
Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for all payments, damages
and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with
respect to the Notes or any other Guarantor’s obligations with respect to its Note Guarantee.



ARTICLE 11




MISCELLANEOUS




     Section 11.01 Trust Indenture Act Controls. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with another provision which is required to be included in
this Supplemental Indenture by the TIA, the provision required by the TIA shall control. Each
Guarantor in addition to performing its obligations under its Note Guarantee shall perform such
other obligations as may be imposed upon it with respect to this Supplemental Indenture under the
TIA.



     Section 11.02 Notices. Any notice or communication shall be in writing and delivered
in person, by telecopier or overnight air courier guaranteeing next day delivery or mailed by
first-class mail addressed as follows:


if to the Company or the Guarantors:



Mariner Energy, Inc.

One BriarLake Plaza, Suite 2000

2000 West Sam Houston Parkway South,

Houston, Texas 77042

Attention: General Counsel



if to the Trustee:



Wells Fargo Bank, N.A.

1445 Ross Avenue — 2nd Floor

Dallas, TX 75202-2812

Attention: Patrick Giordano




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



     Any notice or communication mailed to a registered Holder shall be mailed to the Holder at the
Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. The Registrar shall provide the Company with
address information with respect to the Holders as promptly as practicable following the Company’s
request therefor. Any notice or communication shall also be mailed to any Person described in TIA
§ 3.13(c), to the extent required by the TIA.



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     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not the addressee receives it.



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



     Section 11.04 Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Company to the Trustee to take or refrain from taking any action under the
Indenture with respect to the Notes, the Company shall furnish to the Trustee:




     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee stating that, in the opinion of the signers, all conditions precedent, if any,
provided for in the Indenture relating to the proposed action have been complied with; and




     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
stating that, in the opinion of such counsel, all such conditions precedent have been
complied with.



     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 as to such matters in one or several documents.



     Any certificate or opinion of an Officer of the Company or any 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 Company or such Guarantor stating that the
information with respect to such factual matters known to the Company or such Guarantor, unless
such counsel knows that the certificate or opinion or representations with respect to such matters
are erroneous.



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



     Section 11.05 Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a covenant or condition provided for in the Indenture with respect
to the Notes (except for the certificate specified in Section 4.15) shall include:




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



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     (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 individual, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and




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



     Section 11.06 When Notes Disregarded. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company or by any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company shall be disregarded and deemed not to be outstanding,
except that, for the purpose of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be
considered in any such determination.



     Section 11.07 Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by, or a meeting of, Holders. The Registrar and the Paying Agent may
make reasonable rules for their functions.



     Section 11.08 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on
which commercial banking institutions are authorized or required to be closed in New York, New
York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.



     Section 11.09 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 11.10 No Recourse Against Others. No director, manager, officer, employee,
incorporator, member, partner, stockholder or other owner of Capital Stock of the Company or any
Guarantor, as such, will have any liability for any obligations of the Company or any Guarantor
under the Notes, the Indenture or the Note Guarantees or for any claim based on, in respect of, or
by reason of such obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the consideration for issuance
of the Notes.



     Section 11.11 Successors. All agreements of the Company in this Supplemental
Indenture and the Notes shall bind its successor. All agreements of the Trustee in this
Supplemental Indenture shall bind its successor.



     Section 11.12 Multiple Originals. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement. One signed copy is sufficient to prove this Supplemental Indenture.



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     Section 11.13 Severability. In case any provision in this Supplemental Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     Section 11.14 No Adverse Interpretation of Other Agreements. The Indenture (including this
Supplemental Indenture) may not be used to interpret any other indenture, loan or debt agreement of
the Company or any Subsidiary or any other Person. Any such indenture, loan or debt agreement may
not be used to interpret the Indenture (including this Supplemental Indenture) or the Note
Guarantees.



     Section 11.15 Table of Contents; Headings. The table of contents, cross-reference
sheet and headings of the Articles and Sections of this Supplemental Indenture have been inserted
for convenience of reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof.



     Section 11.16 Patriot Act. The parties hereto acknowledge that in accordance with
Section 326 of the USA Patriot Act, Wells Fargo Bank, N.A., like all financial institutions and in
order to help fight the funding of terrorism and money laundering, is required to obtain, verify,
and record information that identifies each Person or legal entity that establishes a relationship
or opens an account. The parties to this Supplemental Indenture agree that they will provide Wells
Fargo Bank, N.A. with such information as it may request in order for Wells Fargo Bank, N.A. to
satisfy the requirements of the USA Patriot Act.



     Section 11.17 Scope of Supplemental Indenture. The changes, modifications and
supplements to the Base Indenture affected by this Supplemental Indenture shall be applicable only
with respect to, and shall only govern the terms of, and shall be deemed expressly included in the
Indenture solely for the benefit of, the Notes which may be issued from time to time, and shall not
apply to any other Securities that may be issued under the Base Indenture unless a supplemental
indenture with respect to such other Securities specifically incorporates such changes,
modifications and supplements.



     Section 11.18 Ratification and Incorporation of Base Indenture. As supplemented
hereby, the Base Indenture is in all respects ratified and confirmed, and the Base Indenture and
this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
This Supplemental Indenture shall form and constitutes an integral part of the Indenture for all
purposes, and every Holder of Notes shall be bound hereby.



     Section 11.19 No Security Interest Created. Nothing in this Supplemental Indenture or
in the Notes, expressed or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in any
jurisdiction.



     Section 11.20 Covenants Not Applicable. In accordance with Section 2.1(17), Section
2.1(22), Section 9.1(5) and Section 9.1(7) of the Base Indenture, (i) except as, and to the extent,
described herein, the covenants and agreements on the part of the Company in Article III, Article
IV, Article V, Article VI, Article VIII, Article IX, Article X and Article XI of the Base Indenture
are hereby eliminated from the Base Indenture in respect of, and shall not apply to, and shall be
deemed covenants included in the Indenture solely for the benefit of a different series of
Securities than, the Notes; and (ii) no Default or Event of Default with respect to the Notes shall
arise, or be deemed to
exist as the result of any failure on the part of the Company duly to observe or perform any
of such covenants or agreements.



-83-









 





     IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be duly
executed as of the day and year first before written.



	 	 	 	 	 	 	 
	 	 	MARINER ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott D. Josey
 

Name: Scott D. Josey
	 	 
	 

	 	 	 	Title: Chairman of the Board, Chief Executive	 	 
	 

	 	 	 	          Officer and President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

Name: John H. Karnes
	 	 
	 

	 	 	 	Title: Senior Vice President, Chief Financial	 	 
	 

	 	 	 	          Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER LP LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

Name: John H. Karnes
	 	 
	 

	 	 	 	Title: Senior Vice President, Chief Financial	 	 
	 

	 	 	 	          Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MARINER ENERGY RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

Name: John H. Karnes
	 	 
	 

	 	 	 	Title: Senior Vice President, Chief Financial	 	 
	 

	 	 	 	          Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MC BELTWAY 8 LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Mariner Energy, Inc., as its Manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

Name: John H. Karnes
	 	 
	 

	 	 	 	Title: Senior Vice President, Chief Financial	 	 
	 

	 	 	 	          Officer and Treasurer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	MARINER GULF OF MEXICO LLC	 	 
	 
	 	 	 	 	 	 
	 	 	By: Mariner Energy, Inc., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John H. Karnes
 

Name: John H. Karnes
	 	 
	 

	 	 	 	Title: Senior Vice President, Chief Financial	 	 
	 

	 	 	 	          Officer and Treasurer	 	 






 









 






     IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Supplemental
Indenture as of the date first above written.



	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Giordano
 

Name: Patrick Giordano
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





EXHIBIT A — FORM OF NOTE




[FORM OF FACE OF NOTE]



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



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




MARINER ENERGY, INC.




			
	 	 	 
	No. [___]
	 	Principal Amount $[                    ]
	 
	 	CUSIP NO. [                     or                     ]
	 
	 	ISIN OR COMMON CODE NO. [                    ]






     MARINER ENERGY, INC., a Delaware corporation (herein called the “Company”, which term includes
any successor corporation under the Indenture hereinafter referred to), for value received, hereby
promises to pay to [     ], or registered assigns, the principal sum of [     ]
Dollars $[     ] [Insert only if Global Note—or such greater or lesser amount as shall be
reflected on the books and records of the custodian with respect to the Global Note (as appointed
by DTC) (the “Notes Custodian”)] on June 30, 2016.



     Interest Payment Dates: June 30 and December 30



     Record Dates: June 15 and December 15



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



[Remainder of Page Left Intentionally Blank]




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     IN WITNESS WHEREOF, Mariner Energy, Inc. has caused this instrument to be duly executed.



	 	 	 	 	 	 	 
	 	 	MARINER ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Dated:




TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     Wells Fargo Bank, N.A., as Trustee, certifies that this is one of the Notes of the series
designated therein referred to in the within-mentioned Indenture



	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






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[FORM OF REVERSE SIDE OF NOTE]




Additional Terms of the Notes




113/4% Senior Note due 2016




1. Interest




     Mariner Energy, Inc., a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at the rate per annum shown above.



     The Company will pay interest semiannually in arrears on June 30 and December 30 of each year
commencing [[                    ], [     ]]1. Interest on the Notes will accrue from the most recent
date to which interest has been paid on the Notes or, if no interest has been paid, from and
including [[                    ], [     ]]2. The Company shall pay interest on overdue principal or
premium, if any and on overdue installments of interest (“Defaulted Interest”), at the rate that is
1.0% higher than the then applicable interest rate on the Notes to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.



2. Method of Payment




     By no later than 11:00 a.m. (New York City time) on the date on which any principal of,
premium, if any, or interest on, any Note is due and payable, the Company shall deposit with the
Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders
of Notes at the close of business on the June 15 or December 15 next preceding the interest payment
date even if Notes are cancelled, repurchased or redeemed after the record date and on or before
the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money of the United States that at the
time of payment is legal tender for payment of public and private debts. If a Holder has given
wire transfer instructions to the Company, the Company will, or if the Company is not then the
Paying Agent, the Company will cause the Paying Agent to, pay all principal, interest, and premium,
if any, on that Holder’s Notes in accordance with the instructions; all other payments of the
principal of (and premium, if any) and interest on the Notes shall be payable at the office or
agency of the Company maintained for such purpose in The City of New York, or at such other office
or agency of the Company as may be maintained for such purpose pursuant to Section 2.5 of the Base
Indenture; provided, however, that, at the option of the Company, each installment of interest may
be paid by check mailed to addresses of





 




			
	1	 	Insert (i) in the case of the Initial Notes, December
30, 2009 or, in the case of any Additional Notes, the first interest payment
date for such Additional Notes as shall be established in the Board of
Director’s resolutions specified in Section 1.03(a)(2) of the
Supplemental Indenture.
	 
	2	 	Insert (i) in the case of the Initial Notes, the Issue
Date or, in the case of any Additional Notes, the issue date for such
Additional Notes as shall be established in the Board of Director’s resolutions
specified in Section 1.03(a)(2) of the Supplemental Indenture.




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the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in
respect of Notes represented by a Global Note (including principal, premium, if any, and interest)
will be made by the transfer of immediately available funds to the accounts specified by The
Depository Trust Company.




3. Paying Agent and Registrar




     Initially, Wells Fargo Bank, N.A. (the “Trustee”), will act as Trustee, Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without
notice to any Holder of the Notes. The Company or any of the Restricted Subsidiaries may act as
Paying Agent, Registrar or co-registrar.



4. Indenture




     The Company issued the Notes under an Indenture, dated as of June 10, 2009 (as it may be
amended or supplemented from time to time (including by the Supplemental Indenture referred to
below) in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors
party thereto and the Trustee, as supplemented by the First Supplemental Indenture thereto dated as
of June 10, 2009 (the “Supplemental Indenture”). The terms of the Notes include those stated in
the Indenture (including the Supplemental Indenture) with respect to the Notes and those made part
of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§
77aaa-77bbbb) as in effect on the Issue Date (the “Act”). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all
terms in the Indenture, and Holders are referred to the Indenture and the Act for a statement of
those terms.



     The Notes are general unsecured senior obligations of the Company. The aggregate principal
amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The
Indenture (including the Supplemental Indenture) with respect to the Notes imposes certain
limitations, among other things, on the ability of the Company and the Restricted Subsidiaries to
make Investments; incur additional Indebtedness or issue Preferred Stock, create certain Liens;
sell assets; enter into agreements that restrict dividends or other payments from the Restricted
Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company
and its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make
other distributions on Capital Stock or subordinated Indebtedness; and create Unrestricted
Subsidiaries.



     To guarantee the due and punctual payment of the principal of, premium, if any, on, and
interest on, the Notes and all other amounts payable by the Company under the Notes and the
Indenture (including the Supplemental Indenture) with respect to the Notes when and as the same
shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms
of the Notes and the Indenture, the Guarantors have unconditionally guaranteed (and future
Guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally,
such obligations on a senior basis pursuant to the terms of the Indenture.



5. Redemption




     Except as forth below, the Notes will not be redeemable at the option of the Company prior to
June 30, 2013. On and after such date, the Notes will be redeemable, at the Company’s option, in
whole or in part, at any time upon not less than 30 days’ nor more than 60 days’ prior notice,
except that a redemption notice may be made more than 60 days prior to a redemption date if the
notice is



A-4









 







issued in connection with a defeasance of the Notes or a satisfaction and discharge of the
Indenture (including the Supplemental Indenture) with respect to the Notes, at the following
redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest
thereon, if any, to, but not including, the applicable Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an interest payment date
that is on or prior to the Redemption Date) if redeemed during the twelve-month period commencing
on June 30 of the years indicated below:



	 	 	 	 	 
	 	 	Redemption
	Period	 	Price
	2013
	 	 	105.875	%
	 
	2014
	 	 	102.938	%
	 
	2015 and thereafter
	 	 	100.000	%






     Notes will also be redeemable, in whole or in part, at the option of the Company at any time
or from time to time, prior to June 30, 2013 at a price equal to 100% of the principal amount of
Notes to be redeemed, plus the Applicable Premium and accrued and unpaid interest to, but not
including, the Redemption Date, subject to the rights of the Holders of the Notes on the relevant
record date to receive interest due on the relevant interest payment date.



     The notice of redemption with respect to the foregoing redemption need not set forth the
Applicable Premium but only the manner of calculation thereof. The Company will notify the Trustee
of the Applicable Premium with respect to any redemption promptly after the calculation, and the
Trustee shall not be responsible for such calculation.



     In addition, at any time and from time to time prior to June 30, 2012, the Company may redeem
in the aggregate up to 35% of the aggregate principal amount of the Notes (which includes
Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the
Company at a redemption price (expressed as a percentage of principal amount) of 111.750% of the
principal amount plus accrued and unpaid interest to but not including, the Redemption Date
(subject to the right of Holders of record on the relevant record date to receive interest due on
an interest payment date that is on or prior to the Redemption Date); provided, however, that
(1) at least 65% of the aggregate principal amount of the Notes, including any Additional Notes,
remains outstanding after each such redemption and (2) each such redemption occurs within 180 days
of the date of closing of such Equity Offering.



     Notice of any redemption upon an Equity Offering may, at the Company’s discretion, be subject
to one or more conditions precedent, including completion of the related Equity Offering.



     If the optional Redemption Date is on or after an interest record date and on or before the
related interest payment date, the accrued and unpaid interest will be paid to the Person in whose
name the Note is registered at the close of business on such record date, and no additional
interest will be payable to Holders whose Notes will be subject to redemption by the Company.



     In the case of any partial redemption, selection of the Notes for redemption will be made by
the Trustee in compliance with the requirements of the principal national securities exchange, if
any,



A-5









 







on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis. No
Notes of $2,000 in original principal amount or less will be redeemed in part. If any Note is to
be redeemed in part only, the notice of redemption relating to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. Notes called for redemption become due on the Redemption Date. On and after the
Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption
unless the Company defaults in making the payments of funds for such redemption.



6. Repurchase Provisions




     (a) Upon a Change of Control Triggering Event any Holder of Notes will have the right to cause
the Company to repurchase all or any part of the Notes of such Holder at a purchase price in cash
equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of
repurchase (subject to the right of Holders of record on the relevant record date to receive
interest due on an interest payment date that is on or prior to the date of repurchase) as provided
in, and subject to the terms of, the Indenture. In the event that Holders of not less than 90% of
the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the
Company purchases all of the Notes held by such Holders, the Company will have the right, upon not
less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the
purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that
remain outstanding following such purchase at a purchase price equal to the Change of Control
Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid
interest on the Notes that remain outstanding, to the date of redemption (subject to the right of
Holders on the relevant record date to receive interest due on the relevant interest payment date).



     (b) In the event of an Asset Sale that requires the purchase of Notes pursuant to Section
4.07(d) of the Supplemental Indenture, the Company will be required to apply such Excess
Proceeds to the repayment of the Notes and any pari passu Indebtedness in accordance with the
procedures set forth in Section 4.07 of the Supplemental Indenture.



7. Denominations; Transfer; Exchange




     The Notes are in registered form without coupons in minimum denominations of principal amount
of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange
Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer or exchange of (i)
any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the
portion of the Note not to be redeemed) or (ii) any Notes for a period of 15 days before a
selection of Notes to be redeemed.



8. Persons Deemed Owners




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



9. Unclaimed Money




A-6









 








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



10. Defeasance




     Subject to certain conditions set forth in the Indenture, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or non-callable Government Securities for the payment of principal, premium,
interest on the Notes to redemption or maturity, as the case may be.



11. Amendment, Waiver




     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may
be amended with the written consent (including any deemed written consent delivered by electronic
means pursuant to the second paragraph of Section 9.04 of the Supplemental Indenture) of
the Holders of at least a majority in principal amount of the then outstanding Notes and (ii) any
default (other than with respect to nonpayment or in respect of a provision that cannot be amended
without the written consent of each Holder affected) or noncompliance with any provision may be
waived with the written consent (including any deemed written consent delivered by electronic means
pursuant to the second paragraph of Section 9.04 of the Supplemental Indenture) of the
Holders of a majority in principal amount of the then outstanding Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency, or to
comply with Article 5 of the Supplemental Indenture, or to provide for uncertificated Notes
in addition to or in place of certificated Notes, or to add guarantees with respect to the Notes,
to release a Guarantor in accordance with the Indenture or to secure the Notes, or to provide
additional rights or benefits to the Holders of the Notes, or to comply with any requirement of the
SEC in connection with maintaining the qualification of the Indenture under the Trust Indenture
Act, or to make any change that does not adversely affect the rights of any Holder, or to provide
for the issuance of Additional Notes or to evidence or provide for a successor trustee.



12. Defaults and Remedies




     Under the Indenture, with respect to the Notes, Events of Default include in summary form:
(i) default for 30 days in payment of interest when due on the Notes; (ii) default in payment of
principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon
optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon declaration or otherwise;
(iii)  failure to comply with the provisions of Section 4.07, Section 4.09 or
Section 5.01 of the Supplemental Indenture; (iv) the failure by the Company to comply for
60 days after notice with its other agreements contained in the Indenture or under the Notes (other
than those referred to in (i), (ii) or (iii) above); (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 the Company or any of its Restricted Subsidiaries (or the
payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, if that default (a) is
caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior
to the expiration of the grace period provided in such Indebtedness (“Payment Default”) or (b)
results in the acceleration of such Indebtedness prior to its express



A-7









 







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 $20.0 million or more; (vi) certain events of
bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
(vii) failure by the Company or any of its Subsidiaries to pay final judgments entered by a court
or courts of competent jurisdiction aggregating in excess of $20.0 million, which judgments are not
paid, discharged, stayed or fully bonded for a period of 60 days or (viii) any Note Guarantee shall
be held in a judicial proceeding to be not enforceable or valid or shall cease to be in full force
and effect or any Guarantor or other Person acting on its behalf shall deny or disaffirm its
obligations under its Note Guarantee (except pursuant to the release or termination of any such
Note Guarantee in accordance with the Indenture).



     If an Event of Default occurs and is continuing (other than an Event of Default described in
clause (vi) above), the Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency
are Events of Default which will result in the Notes being due and payable immediately upon the
occurrence of such Events of Default.



     Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or
security. Subject to certain limitations, Holders of a majority in principal amount of the Notes
then outstanding 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 if it
determines that withholding notice is in their interest, except a Default or Event of Default
relating to the payment of principal, interest or premium, if any.



13. Trustee Dealings with the Company




     Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.



14. No Recourse Against Others




     No director, manager, officer, employee, incorporator, member, partner, stockholder or other
owner of Capital Stock of the Company or any Guarantor, as such, shall have any liability for any
obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or
for any claim based on, in respect of, or by reason of, such obligations of 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 an authorized signatory of the Trustee (or an
authenticating agent acting on its behalf) manually signs the certificate of authentication on the
other side of this Note.



A-8









 





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 entirety), JT TEN (= joint tenants with rights of
survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to
Minors Act).



17. CUSIP Numbers




     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed the
Trustee to 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.



18. Governing Law




     This Note shall be governed by, and construed in accordance with, the laws of the State of New
York.



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


Mariner Energy, Inc

One BriarLake Plaza, Suite 2000

2000 West Sam Houston Parkway South,

Houston, Texas 77042

Attention: General Counsel




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FORM OF OPTION OF HOLDER TO ELECT PURCHASE




          If you want to elect to have this Note purchased by the Company pursuant to Section
4.07 or Section 4.09 of the Supplemental Indenture, check either box:




	 	 	 
	o Section 4.07

	 	o Section 4.09






     If you want to elect to have only part of this Note purchased by the Company pursuant to
Section 4.07 or Section 4.09 of the Supplemental Indenture, state the amount in
principal amount (must be integral multiple of $2,000): $



	 	 	 	 	 
	Date:                     

	 	 
	 	Your Signature                                                                                          
	 

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






     Signature Guarantee:                                                                                                                                                        
                            



(Signature must be guaranteed)




     The signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.



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[INSERT ONLY ON GLOBAL NOTE— FORM OF SCHEDULE OF INCREASES OR

DECREASES IN GLOBAL NOTE




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




	 	 	 	 	 	 	 	 	 
	 
	 	Amount of
	 	Amount of	 	 	 	 
	 
	 	decrease in
	 	increase in
	 	Principal Amount of this
	 	Signature of
	 
	 	Principal
	 	Principal
	 	Global Note following
	 	authorized signatory
	Date of
	 	Amount of this
	 	Amount of this
	 	such decrease or
	 	of Trustee or Notes
	Exchange
	 	Global Note
	 	Global Note
	 	increase
	 	Custodian]
	 
	 	 
	 	 
	 	 
	 	 





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FORM OF ASSIGNMENT AND TRANSFER




     For value received                      hereby sell(s), assign(s) and transfer(s) unto
                     (Please insert social security or other Taxpayer Identification Number of assignee)
the within Notes, and hereby irrevocably constitutes and appoints                      attorney to
transfer said Notes on the books of the Company, with full power of substitution in the premises.



Dated:                                          




	 	 	 
	 

	 	 
	 
	 	 
	 
	 

	 	 
	 

	 	Signature(s)
	 
	 

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

	 	Signature Guarantee
	 

	 	 





NOTICE: The signature on this Assignment must correspond with the name as written upon the face of
the Notes in every particular without alteration or enlargement or any change whatever.





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