ex4_1.htm


    
      

    

    Exhibit
      4.1

     

     

     

    
      
        

      



    


    
      
        

      

    

     

     

    GASTAR
      EXPLORATION USA, INC.,

    


    GASTAR
      EXPLORATION LTD.

    


    AND
      EACH
      OF THE OTHER GUARANTORS PARTY HERETO

    


    12
3⁄4%
      SENIOR SECURED NOTES DUE 2012

    
 

    
      

    

    
 

    INDENTURE

    


    Dated
      as
      of November 29, 2007

     

     

    
      

    

    
 

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,


    as
      Trustee and Collateral Agent

     

     

    
      

    

     

     

    

      
        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CROSS-REFERENCE
      TABLE*

     

     

    
      	
              Trust
                Indentur

            	 
	
              Act
                Section

            	
              Indenture
                Section

            
	
              310

            	
              (a)(1)

            	
              7.10

            
	 	
              (a)(2)

            	
              7.10

            
	 	
              (a)(3)

            	
              N.A.

            
	 	
              (a)(4)

            	
              N.A.

            
	 	
              (a)(5)

            	
              7.10

            
	 	
              (b)

            	
              7.10

            
	 	
              (c)

            	
              N.A.

            
	
              311

            	
              (a)

            	
              7.11

            
	 	
              (b)

            	
              7.11

            
	 	
              (c)

            	
              N.A.

            
	
              312

            	
              (a)

            	
              2.05

            
	 	
              (b)

            	
              11.03

            
	 	
              (c)

            	
              11.03

            
	
              313

            	
              (a)

            	
              7.06

            
	 	
              (b)(1)

            	
              7.06

            
	 	
              (b)(2)

            	
              7.06;
                7.07

            
	 	
              (c)

            	
              7.06;
                11.02

            
	 	
              (d)

            	
              7.06

            
	
              314

            	
              (a)

            	
              11.02;
                11.05

            
	 	
              (b)

            	
              13.03.

            
	 	
              (c)(1)

            	
              11.04

            
	 	
              (c)(2)

            	
              11.04

            
	 	
              (c)(3)

            	
              N.A.

            
	 	
              (d)

            	
              13.03.

            
	 	
              (e)

            	
              11.05

            
	 	
              (f)

            	
              N.A.

            
	
              315

            	
              (a)

            	
              7.01

            
	 	
              (b)

            	
              7.05;
                11.02

            
	 	
              (c)

            	
              7.01

            
	 	
              (d)

            	
              7.01

            
	 	
              (e)

            	
              6.11

            
	
              316

            	
              (a)
                (last sentence)

            	
              2.09

            
	 	
              (a)(1)(A)

            	
              6.05

            
	 	
              (a)(1)(B)

            	
              6.04

            
	 	
              (a)(2)

            	
              N.A.

            
	 	
              (b)

            	
              6.07

            
	 	
              (c)

            	
              2.12

            
	
              317

            	
              (a)(1)

            	
              6.08

            
	 	
              (a)(2)

            	
              6.09

            
	 	
              (b)

            	
              2.04

            
	
              318

            	
              (a)

            	
              11.01

            
	 	
              (b)

            	
              N.A.

            
	 	
              (c)

            	
              11.01

            


    

    


    N.A.
      means not applicable.

    *  This
      Cross Reference Table is not part of this Indenture.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                1

            
	
              DEFINITIONS
                AND INCORPORATION

            
	
              BY
                REFERENCE

            
	
               

            	 	 
	
              Section
                1.01

            	
              Definitions.

            	
              1

            
	
              Section
                1.02

            	
              Other
                Definitions.

            	
              25

            
	
              Section
                1.03

            	
              Incorporation
                by Reference of Trust Indenture Act.

            	
              26

            
	
              Section
                1.04

            	
              Rules
                of Construction.

            	
              26

            
	 	 	 
	
              ARTICLE
                2

            
	
              THE
                NOTES

            
	 	 	 
	
              Section
                2.01

            	
              Form
                and Dating.

            	
              27

            
	
              Section
                2.02

            	
              Execution
                and Authentication.

            	
              28

            
	
              Section
                2.03

            	
              Registrar
                and Paying Agent.

            	
              28

            
	
              Section
                2.04

            	
              Paying
                Agent to Hold Money in Trust.

            	
              29

            
	
              Section
                2.05

            	
              Holder
                Lists.

            	
              29

            
	
              Section
                2.06

            	
              Transfer
                and Exchange.

            	
              29

            
	
              Section
                2.07

            	
              Replacement
                Notes.

            	
              38

            
	
              Section
                2.08

            	
              Outstanding
                Notes.

            	
              38

            
	
              Section
                2.09

            	
              Treasury
                Notes.

            	
              39

            
	
              Section
                2.10

            	
              Temporary
                Notes.

            	
              39

            
	
              Section
                2.11

            	
              Cancellation.

            	
              39

            
	
              Section
                2.12

            	
              Defaulted
                Interest.

            	
              39

            
	
              Section
                2.13

            	
              Additional
                Interest.

            	
              40

            
	 	 	 
	
              ARTICLE
                3

            
	
              REDEMPTION
                AND PREPAYMENT

            
	 	 	 
	
              Section
                3.01

            	
              Notices
                to Trustee.

            	
              40

            
	
              Section
                3.02

            	
              Selection
                of Notes to Be Redeemed.

            	
              40

            
	
              Section
                3.03

            	
              Notice
                of Redemption.

            	
              41

            
	
              Section
                3.04

            	
              Effect
                of Notice of Redemption.

            	
              42

            
	
              Section
                3.05

            	
              Deposit
                of Redemption Price.

            	
              42

            
	
              Section
                3.06

            	
              Notes
                Redeemed in Part.

            	
              42

            
	
              Section
                3.07

            	
              Optional
                Redemption.

            	
              42

            
	
              Section
                3.08

            	
              Mandatory
                Redemption.

            	
              43

            
	
              Section
                3.09

            	
              Offer
                to Purchase by Application of Excess Proceeds.

            	
              43

            
	 	 	 
	
              ARTICLE
                4

            
	
              COVENANTS

            
	 	 	 
	
              Section
                4.01

            	
              Payment
                of Notes.

            	
              45

            
	
              Section
                4.02

            	
              Maintenance
                of Office or Agency.

            	
              45

            
	
              Section
                4.03

            	
              Reports.

            	
              46

            
	
              Section
                4.04

            	
              Compliance
                Certificates.

            	
              46

            
	
              Section
                4.05

            	
              Taxes.

            	
              47

            
	
              Section
                4.06

            	
              Stay,
                Extension and Usury Laws.

            	
              47

            
	
              Section
                4.07

            	
              Restricted
                Payments.

            	
              47

            
	
              Section
                4.08

            	
              Dividend
                and Other Payment Restrictions Affecting Subsidiaries.

            	
              50

            
	
              Section
                4.09

            	
              Incurrence
                of Indebtedness and Issuance of Preferred Stock.

            	
              51

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                4.10

            	
              Asset
                Sales.

            	
              54

            
	
              Section
                4.11

            	
              Transactions
                with Affiliates.

            	
              56

            
	
              Section
                4.12

            	
              Liens.

            	
              57

            
	
              Section
                4.13

            	
              Business
                Activities.

            	
              57

            
	
              Section
                4.14

            	
              Corporate
                Existence.

            	
              57

            
	
              Section
                4.15

            	
              Offer
                to Repurchase Upon Change of Control.

            	
              58

            
	
              Section
                4.16

            	
              Payments
                for Consent.

            	
              59

            
	
              Section
                4.17

            	
              Additional
                Guarantees.

            	
              60

            
	
              Section
                4.18

            	
              Designation
                of Restricted and Unrestricted Subsidiaries.

            	
              60

            
	
              Section
                4.19

            	
              Impairment
                of Security Interest; Liens on Additional Property.

            	
              60

            
	
               

            	 	 
	
              ARTICLE
                5

            
	
              SUCCESSORS

            
	 	 	 
	
              Section
                5.01

            	
              Merger,
                Consolidation, or Sale of Assets.

            	
              61

            
	
              Section
                5.02

            	
              Successor
                Corporation Substituted.

            	
              62

            
	 	 	 
	
              ARTICLE
                6

            
	
              DEFAULTS
                AND REMEDIES

            
	 	 	 
	
              Section
                6.01

            	
              Events
                of Default.

            	
              63

            
	
              Section
                6.02

            	
              Acceleration.

            	
              64

            
	
              Section
                6.03

            	
              Other
                Remedies.

            	
              65

            
	
              Section
                6.04

            	
              Waiver
                of Past Defaults.

            	
              65

            
	
              Section
                6.05

            	
              Control
                by Majority.

            	
              65

            
	
              Section
                6.06

            	
              Limitation
                on Suits.

            	
              65

            
	
              Section
                6.07

            	
              Rights
                of Holders of Notes to Receive Payment.

            	
              66

            
	
              Section
                6.08

            	
              Collection
                Suit by Trustee.

            	
              66

            
	
              Section
                6.09

            	
              Trustee
                May File Proofs of Claim.

            	
              66

            
	
              Section
                6.10

            	
              Priorities.

            	
              67

            
	
              Section
                6.11

            	
              Undertaking
                for Costs.

            	
              67

            
	
              Section
                6.12

            	
              Restoration
                of Rights and Remedies.

            	
              68

            
	
              Section
                6.13

            	
              Rights
                and Remedies Cumulative.

            	
              68

            
	
              Section
                6.14

            	
              Delay
                or Omission not Waiver.

            	
              68

            
	 	 	 
	
              ARTICLE
                7

            
	
              TRUSTEE
                AND COLLATERAL AGENT

            
	 	 	 
	
              Section
                7.01

            	
              Duties
                of Trustee and Collateral Agent.

            	
              68

            
	
              Section
                7.02

            	
              Rights
                of Trustee and Collateral Agent.

            	
              69

            
	
              Section
                7.03

            	
              Individual
                Rights of Trustee and Collateral Agent.

            	
              70

            
	
              Section
                7.04

            	
              Trustee’s
                and Collateral Agent’s Disclaimers.

            	
              70

            
	
              Section
                7.05

            	
              Notice
                of Defaults.

            	
              71

            
	
              Section
                7.06

            	
              Reports
                by Trustee to Holders of the Notes.

            	
              71

            
	
              Section
                7.07

            	
              Compensation
                and Indemnity.

            	
              72

            
	
              Section
                7.08

            	
              Replacement
                of Trustee or Collateral Agent.

            	
              72

            
	
              Section
                7.09

            	
              Successor
                Trustee or Collateral Agent by Merger, etc.

            	
              73

            
	
              Section
                7.10

            	
              Eligibility;
                Disqualification.

            	
              73

            
	
              Section
                7.11

            	
              Preferential
                Collection of Claims Against Company.

            	
              74

            
	 	 	 
	
              ARTICLE
                8

            
	
              LEGAL
                DEFEASANCE AND COVENANT DEFEASANCE

            
	 	 	 
	
              Section
                8.01

            	
              Option
                to Effect Legal Defeasance or Covenant Defeasance.

            	
              74

            
	
              Section
                8.02

            	
              Legal
                Defeasance and Discharge.

            	
              74

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.03

            	
              Covenant
                Defeasance.

            	
              75

            
	
              Section
                8.04

            	
              Conditions
                to Legal or Covenant Defeasance.

            	
              75

            
	
              Section
                8.05

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

            	
              76

            
	
              Section
                8.06

            	
              Repayment
                to Company.

            	
              77

            
	
              Section
                8.07

            	
              Reinstatement.

            	
              77

            
	
               

            	 	 
	
              ARTICLE
                9

            
	
              AMENDMENT,
                SUPPLEMENT AND WAIVER

            
	 	 	 
	
              Section
                9.01

            	
              Without
                Consent of Holders of Notes.

            	
              77

            
	
              Section
                9.02

            	
              With
                Consent of Holders of Notes.

            	
              78

            
	
              Section
                9.03

            	
              Compliance
                with Trust Indenture Act.

            	
              79

            
	
              Section
                9.04

            	
              Revocation
                and Effect of Consents.

            	
              79

            
	
              Section
                9.05

            	
              Notation
                on or Exchange of Notes.

            	
              80

            
	
              Section
                9.06

            	
              Trustee
                and Collateral Agent to Sign Amendments, etc.

            	
              80

            
	 	 	 
	
              ARTICLE
                10

            
	
              SATISFACTION
                AND DISCHARGE

            
	 	 	 
	
              Section
                10.01

            	
              Satisfaction
                and Discharge.

            	
              80

            
	
              Section
                10.02

            	
              Application
                of Trust Money.

            	
              81

            
	 	 	 
	
              ARTICLE
                11

            
	
              MISCELLANEOUS

            
	 	 	 
	
              Section
                11.01

            	
              Trust
                Indenture Act Controls.

            	
              82

            
	
              Section
                11.02

            	
              Notices.

            	
              82

            
	
              Section
                11.03

            	
              Communication
                by Holders of Notes with Other Holders of Notes.

            	
              83

            
	
              Section
                11.04

            	
              Certificate
                and Opinion as to Conditions Precedent.

            	
              83

            
	
              Section
                11.05

            	
              Statements
                Required in Certificate or Opinion.

            	
              83

            
	
              Section
                11.06

            	
              Rules
                by Trustee and Agents.

            	
              84

            
	
              Section
                11.07

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

            	
              84

            
	
              Section
                11.08

            	
              Governing
                Law.

            	
              84

            
	
              Section
                11.09

            	
              No
                Adverse Interpretation of Other Agreements.

            	
              84

            
	
              Section
                11.10

            	
              Successors.

            	
              84

            
	
              Section
                11.11

            	
              Severability.

            	
              84

            
	
              Section
                11.12

            	
              Counterpart
                Originals.

            	
              84

            
	
              Section
                11.13

            	
              Table
                of Contents, Headings, etc.

            	
              84

            
	 	 	 
	
              ARTICLE
                12

            
	
              GUARANTEES

            
	 	 	 
	
              Section
                12.01

            	
              Guarantee.

            	
              85

            
	
              Section
                12.02

            	
              Limitation
                on Guarantor Liability.

            	
              86

            
	
              Section
                12.03

            	
              Execution
                and Delivery of Guarantee.

            	
              86

            
	
              Section
                12.04

            	
              Guarantors
                May Consolidate, etc., on Certain Terms.

            	
              86

            
	
              Section
                12.05

            	
              Contribution.

            	
              87

            
	
              Section
                12.06

            	
              Waiver
                of Subrogation.

            	
              87

            
	
              Section
                12.07

            	
              Releases.

            	
              87

            
	 	 	 
	
              ARTICLE
                13

            
	
              AGREEMENTS
                REGARDING SECURITY

            
	 	 	 
	
              Section
                13.01

            	
              Grant
                of Security Interest.

            	
              88

            
	
              Section
                13.02

            	
              Intercreditor
                Agreement.

            	
              89

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                13.03

            	
              Recording
                and Opinions.

            	
              89

            
	
              Section
                13.04

            	
              Release
                of Collateral.

            	
              89

            
	
              Section
                13.05

            	
              Form
                and Sufficiency of Release.

            	
              91

            
	
              Section
                13.06

            	
              Purchaser
                Protected.

            	
              91

            
	
              Section
                13.07

            	
              Actions
                to Be Taken by the Collateral Agent.

            	
              91

            
	
              Section
                13.08

            	
              Receipt
                of Funds by the Collateral Agent.

            	
              92

            
	
              Section
                13.09

            	
              Trustee
                and Collateral Agent  Not Fiduciary for Holders of First
                Priority Claims.

            	
              92

            
	
               

            	 	 


    

    EXHIBITS

    


    
      	
              Exhibit
                A       

            	
              FORM
                OF NOTE

            


    

    
      	
              Exhibit
                B

            	
              FORM
                OF CERTIFICATE OF TRANSFER

            


    

    
      	
              Exhibit
                C

            	
              FORM
                OF CERTIFICATE OF EXCHANGE

            


    

    
      	
              Exhibit
                D

            	
              FORM
                OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                INVESTOR

            


    

    
      	
              Exhibit
                E

            	
              FORM
                OF NOTATION OF GUARANTEE

            


    

    
      	
              Exhibit
                F

            	
              FORM
                OF SUPPLEMENTAL INDENTURE

            


    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    INDENTURE
      dated as of November 29, 2007 among Gastar Exploration USA, Inc., a Michigan
      corporation, Gastar Exploration Ltd., an Alberta company, and the other
      Guarantors (as defined herein) and Wells Fargo Bank, National Association and
      any and all successors thereto, as trustee (as further defined in Section 1.01,
      the “Trustee”) and as collateral agent (as further defined in Section
      1.01, the “Collateral Agent”).

    


    The
      Company, the Guarantors and the Trustee agree as follows for the benefit of
      each
      other and for the equal and ratable benefit of the Holders (as defined) of
      the 12 3⁄4% Senior Secured Notes due 2012 (the
“Notes”):

    


    ARTICLE
      1

    DEFINITIONS
      AND INCORPORATION

    BY
      REFERENCE

    


    Section
      1.01           Definitions.

    


    “ACNTA”
      (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 Parent
      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 Parent’s most recently completed fiscal year,
      which reserve report is prepared or reviewed or audited by an independent
      petroleum engineer as to reserves accounting for at least 80% of all such
      discounted future net revenue and by the Parent’s petroleum engineers with
      respect to any other such reserves covered by such report, as increased by,
      as
      of the date of determination, the discounted future net revenue
      from:

    


    (1)           estimated
      proved crude oil and natural gas reserves of the Parent and its Restricted
      Subsidiaries attributable to acquisitions consummated since the date of such
      year-end reserve report, and

    


    (2)           estimated
      crude oil and natural gas reserves of the Parent 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 year end) due to exploration,
      development or exploitation, production or other activities which reserves
      were
      not reflected in such year-end reserve report,

    


    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

    


    (3)           estimated
      proved crude oil and natural gas reserves of the Parent and its Restricted
      Subsidiaries reflected in such year-end reserve report produced or disposed
      of
      since the date of such year-end reserve report and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (4)           reductions
      in the estimated proved crude oil and natural gas reserves of the Parent and
      its
      Restricted Subsidiaries reflected in such year-end reserve report since the
      date
      of such year-end reserve report attributable to downward determinations of
      estimates of proved crude oil and natural gas reserves due to exploration,
      development or exploitation, production or other activities conducted or
      otherwise occurring since the date of such year-end reserve report,

    


    in
      each
      case calculated in accordance with SEC guidelines (utilizing the prices utilized
      in such year-end reserve report); provided, however, that, in
      the case of each of the determinations made pursuant to clauses (1) through
      (4),
      such increases and decreases shall be as estimated by the Parent’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 Parent and its Restricted Subsidiaries to which no proved crude oil
      and
      natural gas reserves are attributed, based on the Parent’s books and records as
      of a date no earlier than the date of the Parent’s latest annual or quarterly
      financial statements;

    


    (c)           the
      Net Working Capital on a date no earlier than the date of the Parent’s latest
      annual or quarterly financial statements; and

    


    (d)           the
      greater of (I) the net book value on a date no earlier than the date of the
      Parent’s latest annual or quarterly financial statements and (II) the appraised
      value, as estimated by independent appraisers, of other tangible assets of
      the
      Parent and its Restricted Subsidiaries as of a date no earlier than the date
      of
      the Parent’s latest audited financial statements;

    


    (2)           minus,
      to the extent not otherwise taken into account in the immediately preceding
      clause (1), the sum of:

    


    (a)           minority
      interests;

    


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

    


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

    


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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    For
      purposes of Section 4.09, the Parent shall be entitled to rely on the
      calculation of ACNTA as of the date of its most recent semi-annual reserve
      report prepared for purposes of its financial statements.  If the
      Parent changes its method of accounting for its Oil and Gas Properties from
      the
      full cost method to the successful efforts method or a similar method of
      accounting, ACNTA will continue to be calculated as if the Parent were still
      using the full cost method of accounting.

    


    “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 was incurred in connection with, or in contemplation of, such
      other
      Person merging with or into, or becoming a Subsidiary of, such specified Person;
      and

    


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

    


    “Additional
      Assets” means:

    


    (1)           any
      assets used or useful in the Oil and Gas Business;

    


    (2)           the
      Capital Stock of a Person that becomes a Restricted Subsidiary as a result
      of
      the acquisition of such Capital Stock by the Parent or another Restricted
      Subsidiary; or

    


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

    


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

    


    “Additional
      Notes” means Notes (other than the Initial Notes) issued after the Issue
      Date under this Indenture in accordance with Sections 2.02 and 4.09 hereof,
      as
      part of the same class as the Initial Notes.

    


    “Administrative
      Agent” has the meaning set forth in the definition of Credit
      Agreement.

    


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

    


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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Applicable
      Premium” means, with respect to a Note at any redemption date, the greater
      of (x) 1.0% of the principal amount of such Note and (y) the excess of (A)
      the
      present value at such time of (1) redemption price of such Note as of June
      1,
      2010 (without regard to accrued and unpaid interest) plus (2) all required
      interest payments due on such Note through June 1, 2010, computed using a
      discount rate equal to the Treasury Rate plus 50 basis points, over (B) the
      principal amount of such Note.

    


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

    


    “Asset
      Sale” means:

    


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

    


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

    


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

    


    (1)           any
      single transaction or series of related transactions that involves properties
      or
      assets having a Fair Market Value of less than $3.0 million;

    


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

    


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

    


    (4)   the
      sale, lease or
      other disposition of hydrocarbons, equipment, inventory, accounts receivable
      or
      other properties or assets in the ordinary course of business, including,
      without limitation, any abandonment, farm-in, farm-out, lease or sublease of
      any
      Oil and Gas Properties or the forfeiture or other disposition of such properties
      pursuant to standard form operating agreements, in each case in the ordinary
      course of business in a manner customary in the Oil and Gas
      Business;

    


    (5)          
      the sale or other disposition of cash or Cash Equivalents;

    


    (6)          
      a Restricted Payment that is permitted in accordance with Section 4.07 or a
      Permitted Investment;

    


    (7)          
      any trade or exchange by the Parent 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 Parent
      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 Parent or such Restricted Subsidiary; and provided
      further that any net cash received must be applied in accordance with
      Section 4.10.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (8)          
      the creation or perfection of a Lien (but not the sale or other disposition
      of
      the properties or assets subject to such Lien); and

    


    (9)          
      disposition, surrender or waiver of contract rights or property in connection
      with the settlement, release or surrender of contract, tort or other claims
      of
      any kind.

    


    “Asset
      Sale Offer” means an offer to purchase Notes and certain other
pari-passu Indebtedness in accordance with Section 4.10.

    


    “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.

    


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

    


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

    


    “Board
      of Directors” means:

    


    (1)           with
      respect to a corporation, the board of directors of the
      corporation;

    


    (2)           with
      respect to a partnership, the board of directors of the general partner of
      the
      partnership; and

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Capital
      Stock” means:

    


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

    


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

    


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

    


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

    


    “Cash
      Equivalents” means:

    


    (1)           United
      States dollars or other foreign currencies used in the ordinary course of the
      Parent’s or a Restricted Subsidiary’s business;

    


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

    


    (3)           certificates
      of deposit and eurodollar time deposits with maturities of six months or less
      from the date of acquisition, bankers’ acceptances with maturities not exceeding
      six months and overnight bank deposits, in each case, with any lender party
      to
      the Credit Agreement or with any domestic commercial bank having capital and
      surplus in excess of $250.0 million and a Thomson Bank Watch Rating of “B” or
      better;

    


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

    


    (5)           commercial
      paper having the highest rating obtainable from Moody’s Investors Service, Inc.
      or Standard & Poor’s Ratings Services and in each case maturing within six
      months after the date of acquisition; and

    


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

    


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

    


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

    


    (2)           the
      adoption of a plan relating to the liquidation or dissolution of the
      Parent;


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (3)           the
      consummation of any transaction (excluding any merger or consolidation of the
      Parent with or into another Person) the result of which is that any “person”(as
      that term is used in Section 13(d)(3) of the Exchange Act) becomes the
      Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
      of the Parent, measured by voting power rather than number of shares (other
      than
      a Person who acquires Voting Stock of the Parent under the terms of any
      agreement existing on the Issue Date, including in respect of any settlement
      or
      other resolution of a dispute with respect thereto);

    


    (4)          
      the first day on which
      a
      majority of the members of the Board of Directors of the Parent are not
      Continuing Directors; or

    


    (5)          
      the Parent consolidates with, or merges with or into, any Person, or any Person
      consolidates with, or merges with or into the Parent in any such event pursuant
      to a transaction in which any of the outstanding Voting Stock of the Parent
      is
      converted into or exchanged for cash, securities or other property, other than
      any such transaction where the Voting Stock of the Parent outstanding
      immediately prior to such transaction is converted into or exchanged for Voting
      Stock (other than Disqualified Stock) of the surviving or transferee Person
      constituting a majority of the outstanding shares of such Voting Stock of such
      surviving or transferee Person (or any parent thereof) immediately after giving
      effect to such issuance.

    


    “Clearstream”
      means Clearstream Banking, S.A.

    


    “Collateral”
      shall mean all property mortgaged under the Mortgages and any other property,
      whether now owned or hereafter acquired, upon which a Lien securing the
      Obligations under this Indenture, the Notes and the Guarantees is granted or
      purported to be granted under any Collateral Agreement; provided,
      however, that “Collateral” shall not include any Excluded
      Collateral.

    


    “Collateral
      Agent” means Wells Fargo Bank, National Association until a successor
      replaces it in accordance with the applicable provisions of this Indenture
      and
      thereafter means the successor serving hereunder.

    


    “Collateral
      Agreements” means, collectively, the Intercreditor Agreement, each
      Mortgage, the Security Agreement and each other instrument creating Liens in
      favor of the Trustee or the Collateral Agent as required by the Indenture,
      in
      each case, as the same may be in force from time to time.

    


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

    


    “Company”
      means Gastar Exploration USA, Inc., a Michigan corporation, and any and all
      successors thereto.

    


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

    


    (1)           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

    


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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


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

    


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

    


    (6)           the
      sum of (x) the amount of deferred revenues that are amortized during such period
      and are attributable to reserves that are subject to Volumetric Production
      Payments and (y) amounts recorded in accordance with GAAP as repayments of
      principal and interest pursuant to Dollar-Denominated Production
      Payments,

    


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

    


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

    


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

    


    (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, 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;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (4)           income
      resulting from transfers of assets (other than cash) between the Parent or
      any
      of its Restricted Subsidiaries, on the one hand, and an Unrestricted Subsidiary,
      on the other hand, will be excluded;

    


    (5)           any
      write-downs of non-current assets will be excluded; provided that any ceiling
      limitation write-downs under Commission guidelines shall be treated as
      capitalized costs, as if such write-downs had not occurred;

    


    (6)           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;

    


    (7)           any
      non-cash compensation charge arising from any grant of stock, stock options
      or
      other equity- based awards will be excluded;

    


    (8)           any
      item classified as an extraordinary, unusual or nonrecurring gain, loss or
      charge will be excluded; and

    


    (9)           all
      deferred financing costs written off and premiums paid in connection with any
      early extinguishment of Indebtedness will be excluded.

    


    In
      addition, notwithstanding the preceding, for the purposes of Section 4.07 only,
      there shall be excluded from Consolidated Net Income any nonrecurring charges
      relating to any premium or penalty paid, write off of deferred finance costs
      or
      other charges in connection with redeeming or retiring any Indebtedness prior
      to
      its Stated Maturity.

    


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

    


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

    


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

    


    “Corporate
      Trust Office of the Trustee” will be at the address of the Trustee
      specified in Section 11.02 hereof or such other address as to which the Trustee
      may give notice to the Company.

    


    “Credit
      Agreement” means the revolving credit facility in effect on the Issue Date
      among the Parent, the Company, certain subsidiaries of the Parent, Amegy Bank
      National Association, as administrative agent (together with all successors
      thereto, the “Administrative Agent”), and the other financial
      institutions party thereto, providing for revolving credit borrowings, including
      any related notes, guarantees, collateral documents, instruments and agreements
      executed in connection therewith, and in each case as amended, restated,
      modified, renewed, refunded, replaced or refinanced from time to
      time.

    


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


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


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

    


    “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.

    


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

    


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

    


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

    


    “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 Parent other than a
      Foreign Subsidiary.

    


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

    


     “Equity
      Offering” means any public or private sale of Capital Stock (other than
      Disqualified Stock) made for cash on a primary basis by the Parent or the
      Company after the Issue Date.

    


     “Euroclear”
      means Euroclear Bank, S.A./N.V., as operator of the Euroclear
      system.

    


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


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    “Exchange
      Notes” means Notes issued in exchange for Initial Notes or Additional Notes
      pursuant to an exchange offer effected pursuant to the Registration Rights
      Agreement (or a similar agreement entered into with respect to Additional
      Notes).

    


    “Excluded
      Collateral” means, with respect to any Person, Capital Stock of
      Subsidiaries of such Person.

    


    “Existing
      Indebtedness” means the aggregate principal amount of Indebtedness of the
      Parent and its Restricted Subsidiaries in existence on the Issue Date, until
      such amounts are repaid.

    


    “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, as such price is determined in good faith by the Parent (unless
      otherwise provided in this Indenture).

    


    “First
      Priority Agent” means the Administrative Agent and any successor designated
      as such by the holders of First Priority Claims.

    


    “First
      Priority Claims” means (1) all Indebtedness under the Credit Agreement
      permitted pursuant to clause (1) of the definition of the term “Permitted Debt,”
and all other Obligations (other than principal) relating to such Indebtedness
      and owing under the documents relating to such Indebtedness and
      (2)  all Hedging Obligations permitted under such Credit
      Agreement.

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (3)           the
      Fixed Charges attributable to discontinued operations, as determined in
      accordance with GAAP, and operations or businesses 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.

    


    “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, including, without limitation,
      amortization of debt issuance costs (excluding prepayment penalties associated
      with repayment of debt from the proceeds of the sale of the Initial Notes)
      and
      original issue discount, non-cash interest payments, the interest component
      of
      any deferred payment obligations, the interest component of all payments
      associated with Capital Lease Obligations, imputed interest with respect to
      Attributable Debt, commissions, discounts and other fees and charges incurred
      in
      respect of letter of credit or bankers’ acceptance financings, and net of the
      effect of all payments made or received pursuant to interest-rate Hedging
      Obligations; plus

    


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

    


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

    


    (4)           the
      product of (a) 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 Parent (other than Disqualified Stock) or to the Parent or
      a
      Restricted Subsidiary of the Parent, times (b) a fraction, the
      numerator of which is one and the denominator of which is one minus the then
      current combined federal, state and local statutory tax rate of such Person,
      expressed as a decimal,

    


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

    


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

    


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

    


    “Global
      Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which
      is required to be placed on all Global Notes issued under this
      Indenture.

    


    “Global
      Notes” means, individually and collectively, each of the Restricted Global
      Notes deposited with or on behalf of and registered in the name of the
      Depository or its nominee, substantially in the form of Exhibit A hereto and
      that bears the Global Note Legend and that has the “Schedule of Exchanges of
      Interests in the Global Note” attached thereto, issued in accordance with
      Sections 2.01 and 2.06 hereof.


    
      
        
        

      

      
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    “Government
      Securities” means securities that are:

    


    (1)           direct
      obligations of the United States of America for the timely payment of which
      its
      full faith credit is pledged; or

    


    (2)           obligations
      of a Person controlled or supervised by and acting as an agency or
      instrumentality of the United States of America, the timely payment of which
      is
      unconditionally guaranteed as a full faith and credit obligation by the United
      States of America,

    


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

    


    “guarantee”
      means a guarantee other than by endorsement of negotiable instruments for
      collection in the ordinary course of business, direct or indirect, in any manner
      including, without limitation, 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. When used as a verb, “guarantee” has a correlative
      meaning.

    


    “Guarantee”
      means any guarantee by a Guarantor of the Company’s obligations under this
      Indenture and the Notes, executed pursuant to the provisions of this
      Indenture.

    


    “Guarantors”
      means the Parent and the Subsidiary Guarantors, in each case together with
      their
      respective successors and assigns.

    


    “Hedging
      Obligations” means, with respect to any specified Person, the obligations
      of such Person incurred in the normal course of business and consistent with
      past practices and not for speculative purposes under:

    


    (1)           interest
      rate swap agreements, interest rate cap agreements and interest rate collar
      agreements entered into with one of more financial institutions and designed
      to
      protect the Person or any of its Restricted Subsidiaries entering into the
      agreement against fluctuations in interest rates with respect to Indebtedness
      incurred and not for purposes of speculation;

    


    (2)           foreign
      exchange contracts and currency protection agreements entered into with one
      of
      more financial institutions and designed to protect the Person or any of its
      Restricted Subsidiaries entering into the agreement against fluctuations in
      currency exchanges rates with respect to Indebtedness incurred and not for
      purposes of speculation;

    


    (3)           any
      commodity or basis swap, floor, collar or futures contract, commodity or basis
      option or other similar agreement or arrangement designed to protect against
      fluctuations in the prices of oil, natural gas or other commodities used,
      produced, processed or sold by that Person or any of its Restricted Subsidiaries
      at the time; and


    
      
        
        

      

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

    


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

    


    “IAI
      Global Note” means a Global Note substantially in the form of Exhibit A
      hereto bearing the Global Note Legend and the Private Placement Legend and
      deposited with or on behalf of and registered in the name of the Depositary
      or
      its nominee that will be issued in a denomination equal to the outstanding
      principal amount of the Notes sold to Institutional Accredited
      Investors.

    


    “Indebtedness“
      means, with respect to any specified Person, without duplication,

    


    (1)           all
      obligations of such Person, whether or not contingent, in respect
      of:

    


    (a)          
      the principal of and premium, if any, in respect of outstanding (A) indebtedness
      of such Person for money borrowed and (B) indebtedness evidenced by notes,
      debentures, bonds or other similar instruments for the payment of which such
      Person is responsible or liable;

    


    (b)           all
      Capital Lease Obligations of such Person and all Attributable Debt in respect
      of
      sale and leaseback transactions entered into by such Person;

    


    (c)           the
      deferred purchase price of property, which purchase price is due more than
      six
      months after the date of taking delivery of title to such property, including
      all obligations of such Person for the deferred purchase price of property
      under
      any title retention agreement, but excluding accrued expenses and trade accounts
      payable arising in the ordinary course of business; and

    


    (d)           the
      reimbursement obligation of any obligor for the principal amount of any letter
      of credit, banker’s acceptance or similar transaction (excluding obligations
      with respect to letters of credit securing obligations (other than obligations
      described in clauses (a) through (c) above) entered into in the ordinary course
      of business of such Person to the extent such letters of credit are not drawn
      upon or, if and to the extent drawn upon, such drawing is reimbursed no later
      than the tenth Business Day following receipt by such Person of a demand for
      reimbursement following payment on the letter of credit);

    


    (2)           all
      net obligations in respect of Hedging Obligations;

    


    (3)           all
      liabilities of others of the kind described in the preceding clause (1) or
      (2)
      that such Person has Guaranteed or that are otherwise its legal
      liability;

    


    (4)           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;

    


    (5)           Indebtedness
      (as otherwise defined in this definition) of another Person secured by a Lien
      on
      any asset of such Person, whether or not such Indebtedness is assumed by such
      Person, the amount of such obligations being deemed to be the lesser
      of


    
      
        
        

      

      
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    (a)          
      the full amount of such obligations so secured, and

    


    (b)           the
      Fair Market Value of such asset as determined in good faith by such specified
      Person;

    


    (6)           Disqualified
      Stock of such Person in an amount equal to the greater of the maximum mandatory
      redemption or repurchase price (not including, in either case, any redemption
      or
      repurchase premium) or the liquidation preference thereof;

    


    (7)           the
      aggregate preference in respect of amounts payable on the issued and outstanding
      shares of preferred stock of any of such Person’s Restricted Subsidiaries other
      than the Company or a Subsidiary Guarantor in the event of any voluntary or
      involuntary liquidation, dissolution or winding up (excluding any such
      preference attributable to such shares of preferred stock that are owned by
      such
      Person or any of its Restricted Subsidiaries); and

    


    (8)           any
      and all deferrals, renewals, extensions, refinancings and refundings (whether
      direct or indirect) of, or amendments, modifications or supplements to, any
      liability of the kind described in any of the preceding clauses (1), (2), (3),
      (4), (5), (6) or (7) or this clause (8), whether or not between or among the
      same parties.

    


    Subject
      to clause (4) of the preceding sentence, Production Payments shall not be deemed
      to be Indebtedness.

    


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

    


    “Indenture
      Documents” means, collectively, this Indenture, the Notes, the Guarantees
      and the Collateral Agreements.

    


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

    


    “Initial
      Notes” means the first $100,000,000 aggregate principal amount of Notes
      issued under this Indenture on the date hereof.

    


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

    


    “Intercreditor
      Agreement” means the Intercreditor Agreement, to be entered into
      concurrently with the Credit Agreement, among the Administrative Agent, the
      Collateral Agent, the Company and the Guarantors, as the same may be amended,
      supplemented or modified from time to time.

    


    “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
      commission, travel and similar advances to officers and employees made in the
      ordinary course of business), purchases or other acquisitions for consideration
      of Indebtedness, Equity Interests or other securities, together with all items
      that are or would be classified as investments on a balance sheet prepared
      in
      accordance with GAAP.  If the Parent or any Restricted Subsidiary of
      the Parent sells or otherwise disposes of any Equity Interests of any direct
      or
      indirect Restricted Subsidiary of the Parent such that, after giving effect
      to
      any such sale or disposition, such Person is no longer a Restricted Subsidiary
      of the Parent, the Parent will be deemed to have made an Investment on the
      date
      of any such sale or disposition in an amount equal to the Fair Market Value
      of
      the Equity Interests of such Restricted Subsidiary that were not sold or
      disposed of in an amount determined as provided in Section 4.07(c)
      hereof.


    
      
        
        

      

      
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    “Issue
      Date” means the date on which Notes are first issued under this
      Indenture.

    


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

    


    “Major
      Asset Sale” means an Asset Sale of Oil and Gas Properties (excluding Oil
      and Gas Properties located in Wyoming) that have a Fair Market Value of
      $10,000,000 or more.

    


    “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 Parent and its Restricted Subsidiaries, calculated in accordance
      with clause (1)(a) of the definition of ACNTA; 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 a 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 4.10 hereof.

    


    “Material
      Domestic Subsidiary” means any Domestic Subsidiary, when taken together
      with all other Domestic Subsidiaries that are not Subsidiary Guarantors at
      the
      time of determination, at such time has either assets or quarterly revenues
      in
      excess of 3.0% of the consolidated assets or quarterly revenues of the Parent
      and its Restricted Subsidiaries, in each case based upon the most recent
      quarterly financial statements available to the Parent.

    


    “Mortgages”
      means the mortgages, deeds of trust, deeds to secure Indebtedness, assignments
      of as extracted collateral, fixture filings or other similar documents granting
      Liens on the Parent’s and its Restricted Subsidiaries’ properties and interests,
      to secure the Notes.

    


    “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 or loss, together with any related provision for taxes on such gain or
      loss, realized in connection with (a) any Asset Sale or (b) the disposition
      of
      any securities by such Person or any of its Subsidiaries or the extinguishment
      of any Indebtedness of such Person or any of its Subsidiaries;
      and


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (2)           any
      extraordinary gain or loss, together with any related provision for taxes on
      such extraordinary gain or loss.

    


    “Net
      Proceeds” means the aggregate cash proceeds received by the Parent 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, without
      duplication:

    


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

    


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

    


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

    


    (4)           any
      reserve for adjustment in respect of the sale price of such properties or assets
      established in accordance with GAAP.

    


    “Net
      Working Capital” means:

    


    (1)           all
      current assets of the Parent and its Restricted Subsidiaries,
minus

    


    (2)           all
      current liabilities of the Parent and its Restricted Subsidiaries, except
      current liabilities included in Indebtedness;

    


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

    


    “Non-Recourse
      Debt” means Indebtedness:

    


    (1)           as
      to which neither the Parent 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
      borrower, guarantor or otherwise, or (c) is the lender;

    


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

    


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

    


    “Non-U.S.
      Person” means a Person who is not a U.S. Person as defined under Regulation
      S of the Securities Act.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    “Notes”
      has the meaning assigned to it in the preamble to this Indenture.  The
      Initial Notes and the Additional Notes shall be treated as a single class for
      all purposes under this Indenture, and unless the context otherwise requires,
      all references to the “Notes” shall include the Initial Notes, any Additional
      Notes and any Exchange Notes.

    


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

    


    “Offering
      Circular” means the Company’s final Offering Circular, dated November 16,
      2007, regarding the issuance and sale of the Initial Notes.

    


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

    


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

    


    “Oil
      and Gas Business” means:

    


    (1)           the
      acquisition, exploration, development, operation and disposition of interests
      in
      oil, natural gas and other hydrocarbon properties, including coal bed
      methane;

    


    (2)           the
      gathering, marketing, treating, processing (but not refining), storage, selling
      and transporting of any production from those interests, including the
      conversion of natural gas to electricity to facilitate the sale of natural
      gas;
      and

    


    (3)           any
      activity necessary, appropriate, incidental or reasonably related to the
      activities described above.

    


    “Oil
      and Gas Properties” means any and all rights, titles, interests and estates
      in and to oil and gas leases, oil, gas and mineral leases, or other liquid
      or
      gaseous hydrocarbon leases, mineral fee interests, overriding royalty and
      royalty interests, net profit interests and production payment interests,
      including any reserved or residual interests of whatever nature.

    


    “Opinion
      of Counsel” means an opinion from legal counsel who is reasonably
      acceptable to the Trustee, that meets the requirements of Sections 11.04 and
      11.05 hereof.  The counsel may be an employee of or counsel to the
      Parent, the Company, any Subsidiary of the Parent or the Trustee.

    


    “Parent”
      means Gastar Exploration Ltd., an Alberta company, and any and all successors
      thereto.

    


    “Participant”
      means, with respect to the Depositary, Euroclear or Clearstream, a Person who
      has an account with the Depositary, Euroclear or Clearstream, respectively
      (and,
      with respect to DTC, shall include Euroclear and Clearstream).


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    “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, other related hydrocarbon
      and
      mineral 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
      Investments” means:

    


    (1)           any
      Investment in the Parent or in a Restricted Subsidiary of the
      Parent;

    


    (2)           any
      Investment in Cash Equivalents;

    


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

    


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

    


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

    


    (4)           any
      Investment made as a result of the receipt of non-cash consideration from an
      Asset Sale that was made pursuant to and in compliance with Section 4.10
      hereof;

    


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

    


    (6)           any
      Investments received in compromise of obligations of trade creditors or
      customers that were incurred in the ordinary course of business, including
      pursuant to any plan of reorganization or similar arrangement upon the
      bankruptcy or insolvency of any trade creditor or customer;

    


    (7)           Investments
      represented by Hedging Obligations permitted pursuant to and in compliance
      with
      Section 4.09;


    
      
        
        

      

      
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    (8)           Permitted
      Business Investments; and

    


    (9)           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 (9) that are at the time outstanding, not to exceed $3.0
      million.

    


    “Permitted
      Liens” means:

    


    (1)           Liens
      on any property or assets of the Parent, the Company or any Subsidiary Guarantor
      securing First Priority Claims;

    


    (2)           Liens
      in favor of the Company or any Guarantor;

    


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

    


    (4)           Liens
      on any property or assets existing at the time of acquisition thereof by the
      Parent or any Restricted Subsidiary of the Parent, provided that such
      Liens were not incurred in connection with the contemplation of such
      acquisition;

    


    (5)           Liens
      to secure the performance of statutory obligations, surety or appeal bonds,
      performance bonds or other obligations of a like nature incurred in the ordinary
      course of business;

    


    (6)           Liens
      existing on the Issue Date;

    


    (7)           Liens
      arising from Uniform Commercial Code financing statement filings regarding
      operating leases entered into by the Parent and its Restricted Subsidiaries
      in
      the ordinary course of business;

    


    (8)           Liens
      securing Permitted Refinancing Indebtedness incurred to refinance Indebtedness
      that was previously so secured, provided that any such Lien is limited to all
      or
      part of the same property or assets (plus improvements, accessions, proceeds
      or
      dividends or distributions in respect thereof) that secured (or, under the
      written arrangements under which the original Lien arose, could secure) the
      Indebtedness being refinanced or is in respect of property that is the security
      for a Permitted Lien hereunder;

    


    (9)           Liens
      securing Hedging Obligations of the Parent or any of its Restricted
      Subsidiaries;

    


    (10)         Liens
      securing Indebtedness incurred in connection with the acquisition by the Parent
      or any Restricted Subsidiary of assets used in the Oil and Gas Business
      (including the office buildings and other real property used by the Parent
      or
      such Restricted Subsidiary in conducting its operations); provided that
      (i) such Liens attach only to the assets acquired with the proceeds of such
      Indebtedness, and (ii) such Indebtedness is not in excess of the purchase price
      of such fixed assets;


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (11)           any
      Lien incurred in the ordinary course of business incidental to the conduct
      of
      the business of the Parent or the Restricted Subsidiaries or the ownership
      of
      their property (including (a) easements, rights of way and similar encumbrances,
      (b) rights or title of lessors under leases (other than Capital Lease
      Obligations), (c) rights of collecting banks having rights of setoff,
      revocation, refund or chargeback with respect to money or instruments of the
      Parent or the Restricted Subsidiaries on deposit with or in the possession
      of
      such banks, (d) Liens imposed by law, including Liens under workers’
compensation or similar legislation and mechanics’, carriers’, warehousemen’s,
      materialmen’s, suppliers’ and vendors’ Liens, (e) Liens incurred to secure
      performance of obligations with respect to statutory or regulatory requirements,
      performance or return-of-money bonds, surety bonds or other obligations of
      a
      like nature and incurred in a manner consistent with industry practice, or
      (f)
      operators’ Liens under joint operating agreements or similar customary
      agreements in the Oil and Gas Business;

    


    (12)           Liens
      for taxes, assessments and governmental charges not yet due or the validity
      of
      which are being contested in good faith by appropriate proceedings, promptly
      instituted and diligently conducted, and for which adequate reserves have been
      established to the extent required by GAAP as in effect at such
      time;

    


    (13)           Liens
      securing the Notes or Obligations under this Indenture or the Collateral
      Agreements; or

    


    (14)          
      Liens incurred in the ordinary course of business of the Parent or any
      Restricted Subsidiary of the Parent with respect to obligations that do not
      exceed $3.0 million at any one time outstanding.

    


    “Permitted
      Refinancing Indebtedness” means any Indebtedness of the Parent or any of
      its Restricted Subsidiaries issued in exchange for, or the net proceeds of
      which
      are used to extend,  refinance, renew, replace, defease or refund
      other Indebtedness of the Parent 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, refinanced, renewed,
      replaced, defeased or refunded (plus all accrued interest on the Indebtedness
      and the amount of all expenses and premiums incurred in connection
      therewith);

    


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

    


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

    


    (4)          
      such Indebtedness is not incurred by a Restricted Subsidiary of the Parent
      if
      the Parent is the obligor on the Indebtedness being extended, refinanced,
      renewed, replaced, defeased or refunded; provided, however, that the
      Company or a Restricted Subsidiary that is also a Subsidiary Guarantor may
      guarantee Permitted Refinancing Indebtedness incurred by the Parent, whether
      or
      not such Restricted Subsidiary was an obligor on or guarantor of the
      Indebtedness being extended, refinanced, renewed, replaced, defeased or
      refunded.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


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

    


    “Private
      Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof
      to be placed on all Notes issued under this Indenture except where otherwise
      permitted by the provisions of this Indenture.

    


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

    


    “PV-10”
      means the discounted present value of the estimated future gross revenue to
      be
      generated from the production of proved oil and gas reserves (using pricing
      assumptions consistent with SEC guidelines), net of estimated production and
      future development and abandonment costs, before income taxes and without giving
      effect to non-property related expense, discounted using an annual discount
      rate
      of 10% in a manner consistent with SEC guidelines.

    


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

    


    “QIB
      Global Note” means a Global Note substantially in the form of Exhibit A
      hereto bearing the Global Note Legend and the Private Placement Legend and
      deposited with or on behalf of, and registered in the name of, the Depositary
      or
      its nominee that will be issued in a denomination equal to the outstanding
      principal amount of the Notes sold to QIBs.

    


    “Registered
      Exchange Offer” has the meaning set forth in the applicable registration
      rights agreement.

    


    “Registration
      Rights Agreement” means, as applicable, (a) the Registration Rights
      Agreement to be dated as of the Issue Date among Parent, the Company, the
      Subsidiary Guarantors and the Purchasers, and (b) any registration rights
      agreement entered into by the Parent and/or the Company and/or the Subsidiary
      Guarantors in connection with the issue of any Additional Notes.

    


    “Regulation
      S” means Regulation S promulgated under the Securities Act.

    


    “Regulation
      S Global Note” means a Regulation S Temporary Global Note or Regulation S
      Permanent Global Note, as appropriate.

    


    “Regulation
      S Permanent Global Note” means a permanent Global Note in the form of
      Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
      and deposited with or on behalf of and registered in the name of the Depositary
      or its nominee, issued in a denomination equal to the outstanding principal
      amount of the Regulation S Temporary Global Note upon expiration of the
      Restricted Period.

    


    “Regulation
      S Temporary Global Note” means a temporary Global Note in the form of
      Exhibit A hereto and bearing the legend referred to in Section 2.06(g)(3)
      deposited with or on behalf of and registered in the name of the Depositary
      or
      its nominee, issued in a denomination equal to the outstanding principal amount
      of the Notes initially sold in reliance on Rule 903 of Regulation
      S.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    “Responsible
      Officer,” when used with respect to the Trustee, means any officer assigned
      by the Trustee to administer this Indenture or, in the case of a successor
      trustee, an officer assigned to the department, division or group performing
      the
      corporation trust work of such successor and assigned to administer this
      Indenture.

    


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

    


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

    


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

    


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

    


    “Restricted
      Subsidiary” of a Person means any Subsidiary of the referent Person that is
      not an Unrestricted Subsidiary.  For the avoidance of doubt, the
      Company is a Restricted Subsidiary of the Parent.

    


    “Rule
      144” means Rule 144 promulgated under the Securities Act.

    


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

    


    “Rule
      903” means Rule 903 promulgated under the Securities Act.

    


    “Rule
      904” means Rule 904 promulgated under the Securities Act.

    


    “SEC”
      means the Securities and Exchange Commission.

    


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

    


    “Security
      Agreement” means the Second Lien Security Agreement, dated as of the Issue
      Date, made by the Company and the Subsidiary Guarantors in favor of the
      Collateral Agent, as amended or supplemented from time to time in accordance
      with its terms.

    


    “Senior
      Debt” means all Indebtedness of the Parent or any of its Restricted
      Subsidiaries permitted to be incurred under the terms of this Indenture, unless
      the instrument under which such Indebtedness is incurred expressly provides
      that
      it is subordinate in right of payment to the Notes or any Guarantee, and all
      Obligations with respect to the foregoing.

    


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

    


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


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    “Subordinated
      Indebtedness” means any Indebtedness that is subordinated in right of
      payment to the rights of the Holders of the Notes.

    


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

    


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

    


    (2)           any
      partnership (a) the sole general partner or the managing general partner of
      which is such Person or a Subsidiary of such Person, (b) the only general
      partners of which are that Person or one or more Subsidiaries of that Person
      (or
      any combination thereof), or (c) as to which such Person and its Subsidiaries
      are entitled to receive more than 50% of the assets of such partnership upon
      its
      dissolution.

    


    “Subsidiary
      Guarantors” means each Restricted Subsidiary of the Parent (other than the
      Company) that executes this Indenture as an initial Subsidiary Guarantor or
      that
      becomes a Subsidiary Guarantor in accordance with the provisions of this
      Indenture, and its successors and assigns.

    


    “TIA”
      means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-77bbbb).

    


    “Treasury
      Rate” means, with respect to any redemption date, the yield to maturity at
      the time of computation of United States Treasury securities with a constant
      maturity (as compiled and published in the most recent Federal Reserve
      Statistical Release H.15 (519) 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 or similar market data))
      most
      nearly equal to the period from the redemption date to June 1, 2010;
provided, however, that if the period from the redemption date to June
      1, 2010 is not equal to the constant maturity of a United States Treasury
      security for which a weekly average yield is given, the Treasury Rate shall
      be
      obtained by linear interpolation (calculated to the nearest one-twelfth of
      a
      year) from the weekly average yields of United States Treasury securities for
      which such yields are given, except that if the period from the redemption
      date
      to the final maturity of the Notes is less than one year, the weekly average
      yield on actually traded United States Treasury securities adjusted to a
      constant maturity of one year shall be used.

    


    “Trustee”
      means Wells Fargo Bank, National Association until a successor replaces it
      in
      accordance with the applicable provisions of this Indenture and thereafter
      means
      the successor serving hereunder.

    


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

    


    (1)           has
      no Indebtedness other than Non-Recourse Debt;

    


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


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    (3)           is
      a Person with respect to which neither the Parent 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 Parent or any of its Restricted
      Subsidiaries.

    


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

    


    “U.S.
      Person” means a U.S. Person as defined in Rule 902(k) promulgated under the
      Securities Act.

    


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

    


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

    


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

    


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

    


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

    


    Section
      1.02           Other
      Definitions.

    


    
      	 	
              Defined
                in

            
	
              Term

            	
              Section

            
	 	 
	
              “Affiliate
                Transaction”

            	
              4.11

            
	
              “Asset
                Sale Offer”

            	
              3.09

            
	
              “Authentication
                Order”

            	
              2.02

            
	
              “Calculation
                Agent”

            	
              4.01

            
	
              “Change
                of Control Offer”

            	
              4.15

            
	
              “Change
                of Control Payment”

            	
              4.15

            
	
              “Change
                of Control Purchase Date”

            	
              4.15

            
	
              “Collateral
                Agent”

            	
              Preamble

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Defined
                in

            
	Term 	
              Section 

            
	 	 
	
              “Covenant
                Defeasance”

            	
              8.03

            
	
              “DTC”

            	
              2.03

            
	
              “Event
                of Default”

            	
              6.01

            
	
              “Excess
                Proceeds”

            	
              4.10

            
	
              “incur”

            	
              4.09

            
	
              “Interest
                Accrual Period”

            	
              4.01

            
	
              “Interest
                Payment Date”

            	
              Exhibit
                A

            
	
              “Legal
                Defeasance”

            	
              8.02

            
	
              “Offer
                Amount”

            	
              3.09

            
	
              “Offer
                Period”

            	
              3.09

            
	
              “Paying
                Agent”

            	
              2.03

            
	
              “Payment
                Default”

            	
              6.01

            
	
              “Permitted
                Debt”

            	
              4.09

            
	
              “Purchase
                Date”

            	
              3.09

            
	
              “Record
                Date”

            	
              Exhibit
                A

            
	
              “Registrar”

            	
              2.03

            
	
              “Restricted
                Payments”

            	
              4.07

            
	
              “Services”

            	
              4.11

            
	
              “Trustee”

            	
              Preamble

            


    

    


    Section
      1.03           Incorporation
      by Reference of Trust Indenture Act.

    


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

    


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

    


    “indenture
      securities” means the Notes;

    


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

    


    “indenture
      to be qualified” means this Indenture;

    


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

    


    “obligor”
      on the Notes and the Guarantees means the Company and the Guarantors,
      respectively, and any successor obligor upon the Notes and the Guarantees,
      respectively.

    


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

    


    Section
      1.04           Rules
      of Construction.

    


    Unless
      the context otherwise requires:

    


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


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


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

    


    (3)           “or”
      is not exclusive;

    


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

    


    (5)           “will”
      shall be interpreted to express a command;

    


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

    


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

    


    ARTICLE
      2

    THE
      NOTES

    


    Section
      2.01           Form
      and Dating.

    


    (a)           General.  The
      Notes and the Trustee’s certificate of authentication will be substantially in
      the form of Exhibit A hereto.  The Notes may have notations, legends
      or endorsements required by law, stock exchange rule or usage.  Each
      Note will be dated the date of its authentication.  The Notes shall be
      in denominations of $2,000 and integral multiples of $1,000 in excess
      thereof.

    


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

    


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

    


    (c)           Temporary
      Global Notes.  Notes offered and sold in reliance on Regulation S
      will be issued initially in the form of the Regulation S Temporary Global Note,
      which will be deposited on behalf of the purchasers of the Notes represented
      thereby with the Trustee, as custodian for the Depositary, and registered in
      the
      name of the Depositary or the nominee of the Depositary for the accounts of
      designated agents holding on behalf of Euroclear or Clearstream, duly executed
      by the Company and authenticated by the Trustee as hereinafter
      provided.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Following
      the termination of the Restricted Period, beneficial interests in the Regulation
      S Temporary Global Note will be exchanged for beneficial interests in the
      Regulation S Permanent Global Note pursuant to the Applicable
      Procedures.  Simultaneously with the authentication of the Regulation
      S Permanent Global Note, the Trustee will cancel the Regulation S Temporary
      Global Note.  The aggregate principal amount of the Regulation S
      Temporary Global Note and the Regulation S Permanent Global Note may from time
      to time be increased or decreased by adjustments made on the records of the
      Trustee and the Depositary or its nominee, as the case may be, in connection
      with transfers of interest as hereinafter provided.

    


    (d)           Euroclear
      and Clearstream Procedures Applicable.  The provisions of the
“Operating Procedures of the Euroclear System” and “Terms and Conditions
      Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
      Banking” and “Customer Handbook” of Clearstream will be applicable to transfers
      of beneficial interests in the Regulation S Temporary Global Note and the
      Regulation S Permanent Global Note that are held by Participants through
      Euroclear or Clearstream.

    


    Section
      2.02           Execution
      and Authentication.

    


    At
      least
      one Officer must sign the Notes for the Company by manual or facsimile
      signature.

    


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

    


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

    


    The
      Trustee will, upon receipt of a written order of the Company signed by two
      Officers (an “Authentication Order”), authenticate Notes for original
      issue that may be validly issued under this Indenture, including any Additional
      Notes.  The aggregate principal amount of Notes outstanding at any
      time may not exceed the aggregate principal amount of Notes authorized for
      issuance by the Company pursuant to one or more Authentication Orders, except
      as
      provided in Section 2.07 hereof.

    


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

    


    Section
      2.03           Registrar
      and Paying Agent.

    


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


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


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

    


    The
      Company initially appoints the Trustee to act as the Registrar and Paying Agent
      and to act as Custodian with respect to the Global Notes.

    


    Section
      2.04           Paying
      Agent to Hold Money in Trust.

    


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

    


    Section
      2.05           Holder
      Lists.

    


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

    


    Section
      2.06           Transfer
      and Exchange.

    


    (a)           Transfer
      and Exchange of Global Notes.  A Global Note may not be
      transferred except as a whole by the Depositary to a nominee of the Depositary,
      by a nominee of the Depositary to the Depositary or to another nominee of the
      Depositary, or by the Depositary or any such nominee to a successor Depositary
      or a nominee of such successor Depositary.  All Global Notes will be
      exchanged by the Company for Definitive Notes if:

    


    (1)           the
      Company delivers to the Trustee notice from the Depositary that it is unwilling
      or unable to continue to act as Depositary or that it is no longer a clearing
      agency registered under the Exchange Act and, in either case, a successor
      Depositary is not appointed by the Company within 90 days after the date of
      such
      notice from the Depositary;

    


    (2)           the
      Company in its sole discretion determines that the Global Notes (in whole but
      not in part) should be exchanged for Definitive Notes and delivers a written
      notice to such effect to the Trustee; provided that in no event shall
      the Regulation S Temporary Global Note be exchanged by the Company for
      Definitive Notes prior to (A) the expiration of the Restricted Period and (B)
      the receipt by the Registrar of any certificates required pursuant to Rule
      903(b)(3)(ii)(B) under the Securities Act; or

    


    (3)           there
      has occurred and is continuing a Default or Event of Default with respect to
      the
      Notes.


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    Upon
      the
      occurrence of any of the preceding events, Definitive Notes shall be issued
      in
      such names as the Depositary shall instruct the Trustee.  Global Notes
      also may be exchanged or replaced, in whole or in part, as provided in Sections
      2.07 and 2.10 hereof.  Every Note authenticated and delivered in
      exchange for, or in lieu of, a Global Note or any portion thereof, pursuant
      to
      this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
      delivered in the form of, and shall be, a Global Note.  A Global Note
      may not be exchanged for another Note other than as provided in this Section
      2.06(a), however, beneficial interests in a Global Note may be transferred
      and
      exchanged as provided in Section 2.06(b) or (c) hereof.

    


    (b)           Transfer
      and Exchange of Beneficial Interests in the Global Notes.  The
      transfer and exchange of beneficial interests in the Global Notes will be
      effected through the Depositary, in accordance with the provisions of this
      Indenture and the Applicable Procedures.  Beneficial interests in the
      Restricted Global Notes will be subject to restrictions on transfer comparable
      to those set forth herein to the extent required by the Securities
      Act.  Transfers of beneficial interests in the Global Notes also will
      require compliance with either subparagraph (1) or (2) below, as applicable,
      as
      well as one or more of the other following subparagraphs, as
      applicable:

    


    (1)           Transfer
      of Beneficial Interests in the Same Global Note.  Beneficial
      interests in any Restricted Global Note may be transferred to Persons who take
      delivery thereof in the form of a beneficial interest in the same Restricted
      Global Note in accordance with the transfer restrictions set forth in the
      Private Placement Legend; provided, however, that prior to the
      expiration of the Restricted Period, transfers of beneficial interests in the
      Regulation S Temporary Global
      Note may not be made to a U.S. Person or for the account or benefit of a U.S.
      Person.  No written orders or instructions shall be required to be
      delivered to the Registrar to effect the transfers described in this Section
      2.06(b)(1).

    


    (2)           All
      Other Transfers and Exchanges of Beneficial Interests in Global
      Notes.  In connection with all transfers and exchanges of
      beneficial interests that are not subject to Section 2.06(b)(1) above, the
      transferor of such beneficial interest must deliver to the Registrar
      either:

    


    (A)           both:

    


    (1)           a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the Depositary
      to credit or cause to be credited a beneficial interest in another Global Note
      in an amount equal to the beneficial interest to be transferred or exchanged;
      and

    


    (2)           instructions
      given in accordance with the Applicable Procedures containing information
      regarding the Participant account to be credited with such increase;
      or

    


    (B)           both:

    


    (1)           a
      written order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the Depositary
      to cause to be issued a Definitive Note in an amount equal to the beneficial
      interest to be transferred or exchanged; and

    


    (2)           instructions
      given by the Depositary to the Registrar containing information regarding the
      Person in whose name such Definitive Note shall be registered to effect the
      transfer or exchange referred to in (1) above;


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    provided
      that in no event shall Definitive Notes be issued upon the transfer or exchange
      of beneficial interests in the Regulation S Temporary Global Note prior to
      (A)
      the expiration of the Restricted Period and (B) the receipt by the Registrar
      of
      any certificates required pursuant to Rule 903 under the Securities
      Act.

    


    Upon
      satisfaction of all of the requirements for transfer or exchange of beneficial
      interests in Global Notes contained in this Indenture and the Notes or otherwise
      applicable under the Securities Act, the Trustee shall adjust the principal
      amount of the relevant Global Note(s) pursuant to Section 2.06(h)
      hereof.

    


    (c)           Transfer
      of Beneficial Interests to Another Restricted Global Note.  A
      beneficial interest in any Restricted Global Note may be transferred to a Person
      who takes delivery thereof in the form of a beneficial interest in another
      Restricted Global Note if the transfer complies with the requirements of Section
      2.06(b)(2) above and the Registrar receives the following:

    


    (1)           If
      the transferee will take delivery in the form of a beneficial interest in the
      QIB Global Note, then the transferor must deliver a certificate in the form
      of  Exhibit B hereto, including the certifications in item (1)
      thereof;

    


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

    


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

    


    (d)           Transfer
      or Exchange of Beneficial Interests for Definitive Notes.

    


    (1)           Beneficial
      Interests in Restricted Global Notes to Restricted Definitive
      Notes.  If in accordance with Section 2.06(a) a beneficial
      interest in a Restricted Global Note is to be exchanged for a Restricted
      Definitive Note or transferred to a Person who takes delivery thereof in the
      form of a Restricted Definitive Note, then, upon receipt by the Registrar of
      the
      following documentation:

    


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

    


    (B)           if
      such beneficial interest is being transferred to a QIB in accordance with Rule
      144A, a certificate to the effect set forth in Exhibit B hereto, including
      the
      certifications in item (1) thereof;

    


    (C)           if
      such beneficial interest is being transferred to a Non-U.S. Person in an
      offshore transaction in accordance with Rule 903 or Rule 904, a certificate
      to
      the effect set forth in Exhibit B hereto, including the certifications in item
      (2) thereof;


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (D)           if
      such beneficial interest is being transferred pursuant to an exemption from
      the
      registration requirements of the Securities Act in accordance with Rule 144,
      a
      certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(a) thereof;

    


    (E)           if
      such beneficial interest is being transferred to an Institutional Accredited
      Investor in reliance on an exemption from the registration requirements of
      the
      Securities Act other than those listed in subparagraphs (B) or (C) above, a
      certificate to the effect set forth in Exhibit B hereto, including the
      certifications, certificates and Opinion of Counsel required by item (3)
      thereof, if applicable;

    


    (F)           if
      such beneficial interest is being transferred to the Company or any of its
      Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(b) thereof; or

    


    (G)           if
      such beneficial interest is being transferred pursuant to an effective
      registration statement under the Securities Act, a certificate to the effect
      set
      forth in Exhibit B hereto, including the certifications in item (3)(c)
      thereof,

    


    the
      Trustee shall cause the aggregate principal amount of the applicable Global
      Note
      to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
      shall execute and the Trustee shall authenticate and deliver to the Person
      designated in the instructions a Definitive Note in the appropriate principal
      amount.  Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
      be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest shall instruct the
      Registrar through instructions from the Depositary and the Participant or
      Indirect Participant.  The Trustee shall deliver such Definitive Notes
      to the Persons in whose names such Notes are so registered.  Any
      Definitive Note issued in exchange for a beneficial interest in a Restricted
      Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement
      Legend and shall be subject to all restrictions on transfer contained
      therein.

    


    (2)           Beneficial
      Interests in Regulation S Temporary Global Note to Definitive
      Notes.  Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes delivery
      thereof in the form of a Definitive Note prior to (A) the expiration of the
      Restricted Period and (B) the receipt by the Registrar of any certificates
      required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except
      in
      the case of a transfer pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 903 or Rule 904.

    


    (e)           Transfer
      and Exchange of Definitive Notes for Beneficial Interests.

    


    (1)           Restricted
      Definitive Notes to Beneficial Interests in Restricted Global
      Notes.  If any Holder of a Restricted Definitive Note proposes to
      exchange such Note for a beneficial interest in a Restricted Global Note or
      to
      transfer such Restricted Definitive Notes to a Person who takes delivery thereof
      in the form of a beneficial interest in a Restricted Global Note, then, upon
      receipt by the Registrar of the following documentation:


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (A)           if
      the Holder of such Restricted Definitive Note proposes to exchange such Note
      for
      a beneficial interest in a Restricted Global Note, a certificate from such
      Holder in the form of Exhibit C hereto, including the certifications in item
      (1)(b) thereof;

    


    (B)           if
      such Restricted Definitive Note is being transferred to a QIB a certificate
      to
      the effect set forth in Exhibit B hereto, including the certifications in item
      (1) thereof;

    


    (C)           if
      such Restricted Definitive Note is being transferred to a Non-U.S. Person in
      an
      offshore transaction in accordance with Rule 903 or Rule 904, a certificate
      to
      the effect set forth in Exhibit B hereto, including the certifications in item
      (2) thereof;

    


    (D)           if
      such Restricted Definitive Note is being transferred pursuant to an exemption
      from the registration requirements of the Securities Act in accordance with
      Rule
      144, a certificate to the effect set forth in Exhibit B hereto, including the
      certifications in item (3)(a) thereof;

    


    (E)           if
      such Restricted Definitive Note is being transferred to an Institutional
      Accredited Investor in reliance on an exemption from the registration
      requirements of the Securities Act other than those listed in subparagraphs
      (B)
      through (D) of this Section 2.06, a certificate to the effect set forth in
      Exhibit B hereto, including the certifications, certificates and Opinion of
      Counsel required by item (3) thereof, if applicable;

    


    (F)           if
      such Restricted Definitive Note is being transferred to the Company or any
      of
      its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
      including the certifications in item (3)(b) thereof; or

    


    (G)           if
      such Restricted Definitive Note is being transferred pursuant to an effective
      registration statement under the Securities Act, a certificate to the effect
      set
      forth in Exhibit B hereto, including the certifications in item (3)(c)
      thereof,

    


    the
      Trustee will cancel the Restricted Definitive Note, increase or cause to be
      increased the aggregate principal amount of, in the case of clause (A) above,
      the appropriate Restricted Global Note, in the case of clause (B) above, the
      QIB
      Global Note, in the case of clause (C) above, the Regulation S Global Note,
      and
      in all other cases, the IAI Global Note.

    


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

    


    (1)           Restricted
      Definitive Notes to Restricted Definitive Notes.  Any Restricted
      Definitive Note may be transferred to and registered in the name of Persons
      who
      take delivery thereof in the form of a Restricted Definitive Note if the
      Registrar receives the following:


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (A)           If
      the transfer will be made pursuant to Rule 144A, then the transferor must
      deliver a certificate in the form of Exhibit B hereto, including the
      certifications in item (1) thereof;

    


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

    


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

    


    (2)          
      Restricted Definitive Notes to Unrestricted Definitive Notes. Any
      Restricted Definitive Note may be exchanged by the Holder thereof for an
      Unrestricted Definitive Note or transferred to a Person or Persons who take
      delivery thereof in the form of an Unrestricted Definitive Note if:

    


    (A)          
      such exchange or transfer is effected pursuant to a Registered Exchange Offer
      in
      accordance with the applicable Registration Rights Agreement and the Holder,
      in
      the case of an exchange, or the transferee, in the case of a transfer, certifies
      in the applicable letter of transmittal (or via the Depositary's book-entry
      system) that it is not (1) a broker-dealer, (2) a Person participating in the
      distribution of the Exchange Notes or (3) a Person who is an affiliate (as
      defined in Rule 144) of the Company;

    


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

    


    (C)          
      any such transfer is effected by a broker-dealer that is exchanging Notes in
      the
      Registered Exchange Offer that it has acquired for its own account as a result
      of market-making activities or other trading activities pursuant to a
      registration statement with respect to Exchange Notes in accordance with the
      applicable Registration Rights Agreement; or

    


    (D)          
      the Registrar receives the following:

    


    (1)          
      if the Holder of such Restricted Definitive Notes proposes to exchange such
      Notes for an Unrestricted Definitive Note, a certificate from such Holder in
      the
      form of Exhibit C hereto, including the certifications in item (1)(d)
      thereof, or

    


    (2)          
      if the Holder of such Restricted Definitive Note proposes to transfer such
      Notes
      to a Person who shall take delivery thereof in the form of an Unrestricted
      Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
      including the certifications in item (3) thereof;

    


    and,
      in
      each such case set forth in this subparagraph (D), if the Registrar so requests,
      an Opinion of Counsel in form reasonably acceptable to the Registrar to the
      effect that such exchange or transfer is in compliance with the Notes Act and
      state "blue-sky" laws and that the restrictions on transfer contained herein
      and
      in the Private Placement Legend are no longer required in order to maintain
      compliance with the Notes Act.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (3)           Unrestricted
      Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
      Definitive Notes may transfer such Notes to a Person who takes delivery thereof
      in the form of an Unrestricted Definitive Note. Upon receipt of a request to
      register such a transfer, the Registrar shall register the Unrestricted
      Definitive Note pursuant to the instructions from the Holder
      thereof.

    


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

    


    (1)           Private
      Placement Legend.

    


    (A)           Except
      as permitted by this Section 2.06, each Global Note and each Definitive Note
      (and all Notes issued in exchange therefor or substitution thereof) shall bear
      the legend in substantially the following form:

    


    
      	 	
              “THIS
                SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                AS
                AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS
                SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
                SOLD,
                ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
                OF IN THE
                ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
                FROM, OR
                NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS
                ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
                BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS A
                NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
                TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
                ACT,
                OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
                SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
                ACT,
                AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
                PRIOR
                TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
                DATE
                HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
                THE
                COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
                SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
                PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
                UNDER THE SECURITIES ACT, (C) TO THE EXTENT THE NOTES ARE ELIGIBLE
                FOR
                RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
                IS A
                “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
                SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
                OF A
                QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
                IS
                BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
                TO
                NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
                MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
                “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (2), (3)
                OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE
                SECURITY
                FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
                ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
                TO, OR
                FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
                OF THE
                SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
                THE
                REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
                AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
                TO CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
                OF
                COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
                OF
                THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER
                IN THE
                FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND
                DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR TRANSFER
                AGENT.”

            	 


    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


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

    


    
      	 	
              “THIS
                GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
                GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
                THE
                BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
                ANY
                CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS
                HEREON
                AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2)
                THIS
                GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
                SECTION
                2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO
                THE
                TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
                AND (4)
                THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
                THE
                PRIOR WRITTEN CONSENT OF GASTAR EXPLORATION USA, INC.

               

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

            	 


    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    (3)           Regulation
      S Temporary Global Note Legend.  The Regulation S Temporary
      Global Note will bear a Legend in substantially the following form:

    


    
      	 	
               “THE
                RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
                THE
                CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
                NOTES,
                ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
                HEREIN).”

            	 


    

    


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

    


    (i)           General
      Provisions Relating to Transfers and Exchanges.

    


    (1)           To
      permit registrations of transfers and exchanges, the Company will execute and
      the Trustee will authenticate Global Notes and Definitive Notes upon receipt
      of
      an Authentication Order in accordance with Section 2.02 hereof or at the
      Registrar’s request.

    


    (2)           No
      service charge will be made to a Holder of a beneficial interest in a Global
      Note or to a Holder of a Definitive Note for any registration of transfer or
      exchange, but the Company may require payment of a sum sufficient to cover
      any
      transfer tax or similar governmental charge payable in connection therewith
      (other than any such transfer taxes or similar governmental charge payable
      upon
      exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and
      9.05
      hereof).

    


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

    


    (4)           All
      Global Notes and Definitive Notes issued upon any registration of transfer
      or
      exchange of Global Notes or Definitive Notes will be the valid obligations
      of
      the Company, evidencing the same debt, and entitled to the same benefits under
      this Indenture, as the Global Notes or Definitive Notes surrendered upon such
      registration of transfer or exchange.

    


    (5)           Neither
      the Registrar nor the Company will be required:

    


    (A)           to
      issue, to register the transfer of or to exchange any Notes during a period
      beginning at the opening of business 15 days before the day of any selection
      of
      Notes for redemption under Section 3.02 hereof and ending at the close of
      business on the day of selection;


    
      
        
        

      

      
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    (B)           to
      register the transfer of or to exchange any Note selected for redemption in
      whole or in part, except the unredeemed portion of any Note being redeemed
      in
      part; or

    


    (C)           to
      register the transfer of or to exchange a Note between a record date and the
      next succeeding interest payment date.

    


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

    


    (7)           The
      Trustee will authenticate Global Notes and Definitive Notes in accordance with
      the provisions of Section 2.02 hereof.

    


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

    


    Section
      2.07           Replacement
      Notes.

    


    If
      any
      mutilated Note is surrendered to the Trustee or the Company and the Trustee
      receives evidence to its satisfaction of the destruction, loss or theft of
      any
      Note, the Company will issue and the Trustee, upon receipt of an Authentication
      Order, will authenticate a replacement Note if the Trustee’s requirements are
      met.  If required by the Trustee or the Company, an indemnity bond
      must be supplied by the Holder that is sufficient in the judgment of the Trustee
      and the Company to protect the Company, the Trustee, any Agent and any
      authenticating agent from any loss that any of them may suffer if a Note is
      replaced.  The Company may charge for its expenses in replacing a
      Note.

    


    Every
      replacement Note is an additional obligation of the Company and will be entitled
      to all of the benefits of this Indenture equally and proportionately with all
      other Notes duly issued hereunder.

    


    Section
      2.08           Outstanding
      Notes.

    


    The
      Notes
      outstanding at any time are all the Notes authenticated by the Trustee except
      for those canceled by it, those delivered to it for cancellation, those
      reductions in the interest in a Global Note effected by the Trustee in
      accordance with the provisions hereof, and those described in this Section
      2.08
      as not outstanding.  Except as set forth in Section 2.09 hereof, a
      Note does not cease to be outstanding because the Company or an Affiliate of
      the
      Company holds the Note; however, Notes held by the Company or a Subsidiary
      of
      the Company shall not be deemed to be outstanding for purposes of Section
      3.07(b) hereof.

    


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

    


    If
      the
      principal amount of any Note is considered paid under Section 4.01 hereof,
      it
      ceases to be outstanding and interest on it ceases to accrue.


    
      
        
        

      

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

    


    Section
      2.09           Treasury
      Notes.

    


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

    


    Section
      2.10           Temporary
      Notes.

    


    Until
      certificates representing Notes are ready for delivery, the Company may prepare
      and the Trustee, upon receipt of an Authentication Order, will authenticate
      temporary Notes.  Temporary Notes will be substantially in the form of
      certificated Notes but may have variations that the Company considers
      appropriate for temporary Notes and as may be reasonably acceptable to the
      Trustee.  Without unreasonable delay, the Company will prepare and the
      Trustee will authenticate definitive Notes in exchange for temporary
      Notes.

    


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

    


    Section
      2.11           Cancellation.

    


    The
      Company at any time may deliver Notes to the Trustee for
      cancellation.  The Registrar and Paying Agent will forward to the
      Trustee any Notes surrendered to them for registration of transfer, exchange
      or
      payment.  The Trustee and no one else will cancel all Notes
      surrendered for registration of transfer, exchange, payment, replacement or
      cancellation and will dispose of the Notes in accordance with its policies
      (subject to the record retention requirement of the Exchange
      Act).  Certification of the disposition of all canceled Notes will be
      delivered to the Company from time to time upon request.  The Company
      may not issue new Notes to replace Notes that it has paid or that have been
      delivered to the Trustee for cancellation.

    


    Section
      2.12           Defaulted
      Interest.

    


    The
      Company will pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue principal and interest at the rate equal
      to
      13 3⁄4% per annum, to the extent lawful; it will pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on overdue
      installments of interest (without regard to any applicable grace period) at
      the
      same rate, to the extent lawful, to the Persons who are Holders on a subsequent
      special record date, in each case at the rate provided in the Notes and in
      Section 4.01 hereof.  The Company will notify the Trustee in writing
      of the amount of defaulted interest proposed to be paid on each Note and the
      date of the proposed payment.  The Company will fix or cause to be
      fixed each such special record date and payment date; provided that no
      such special record date may be less than 10 days prior to the related payment
      date for such defaulted interest.  At least 15 days before the special
      record date, the Company (or, upon the written request of the Company, the
      Trustee in the name and at the expense of the Company) will mail or cause to
      be
      mailed to Holders a notice that states the special record date, the related
      payment date and the amount of such interest to be paid.


    
      
        
        

      

      
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    Section
      2.13           Additional
      Interest.

    


    The
      Company will pay additional interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on the principal amount of the
      Notes:

    


    (a)          
      at the rate equal to 0.25% per annum in excess of the interest rate otherwise
      applicable on the Notes to the extent lawful from the 61st day after
      the
      Parent or the Company shall have received a notice referred to in Section
      6.01(5) in respect of a default in the performance of its obligations under
      Section 4.03 until the date on which it has complied with such obligations,
      and

    


    (b)           at
      the rate per annum stated in the Registration Rights Agreement for the period
      and under the circumstances set forth therein.

    


    Any
      such
      additional interest shall be payable on the same dates and to the same record
      Holders as regular interest.  If additional interest becomes payable
      by the Company pursuant to the Registration Rights Agreement, the Company shall
      deliver to the Trustee an Officers’ Certificate stating: (i) the amount of
      additional interest due and payable, and (ii) the date from  which
      additional interest is payable.  Unless and until the Trustee receives
      such an Officers’ Certificate, the Trustee may assume without inquiry that no
      additional interest is payable; provided that the failure of the Company to
      deliver to the Trustee such Officers’ Certificate shall not relieve the Company
      of its obligation to pay any such additional interest when due and
      payable.

    


    ARTICLE
      3

    REDEMPTION
      AND PREPAYMENT

    


    Section
      3.01           Notices
      to Trustee.

    


    If
      the
      Company elects to redeem Notes pursuant to the optional redemption provisions
      of
      Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not
      more than 60 days before a redemption date, an Officers’ Certificate setting
      forth:

    


    (1)           the
      clause of this Indenture pursuant to which the redemption shall
      occur;

    


    (2)           the
      redemption date;

    


    (3)           the
      principal amount of Notes to be redeemed;

    


    (4)           the
      redemption price;
      and

    


    (5)          
      a statement of facts showing that any conditions precedent to the right of
      redemption have occurred.

    


    Section
      3.02           Selection
      of Notes to Be Redeemed.

    


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

    


    (1)           If
      the relevant 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


    
      
        
        

      

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

    


    In
      the
      case of partial redemptions, the Trustee will promptly notify the Company of
      the
      principal amount of each Note to be redeemed.  No Notes of $2,000 or
      less may be redeemed in part. Notes and portions of Notes selected will be
      in
      amounts of $2,000 or whole multiples of $1,000 in excess thereof, except that
      if
      all of the Notes of a Holder are to be redeemed, the entire outstanding amount
      of Notes held by such Holder, even if not in a multiple of $1,000, shall be
      redeemed.  Provisions of this Indenture that apply to Notes called for
      redemption also apply to portions of Notes called for redemption.

    


    Section
      3.03           Notice
      of Redemption.

    


    Subject
      to the provisions of Section 3.09 hereof, at least 30 days but not more than
      60
      days before a redemption date, the Company will mail or cause to be mailed,
      by
      first class mail, a notice of redemption to each Holder whose Notes are to
      be
      redeemed at its registered address, except that redemption notices may be mailed
      more than 60 days prior to a redemption date if the notice is issued in
      connection with a defeasance of the Notes or a satisfaction and discharge of
      this Indenture pursuant to Articles 8 or 10 hereof.  The notice will
      identify the Notes to be redeemed and will state:

    


    (1)           the
      redemption date;

    


    (2)           the
      redemption price;

    


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

    


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

    


    (5)           that,
      unless the Company defaults in making such redemption payment, interest on
      Notes
      called for redemption ceases to accrue on and after the redemption
      date;

    


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

    


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

    


    (8)          
      if the redemption or notice thereof is subject to one or more conditions, a
      statement to such effect and the condition or conditions precedent.

    


    In
      addition, if any Note is to be redeemed in part only, the notice of redemption
      that relates to that Note will state the portion of the principal amount of
      that
      Note that is to be redeemed.  At the Company’s request, the Trustee
      will give the notice of redemption in the Company’s name and at its expense;
provided, however, that the Company has delivered to the Trustee, at
      least 45 days prior to the redemption date, an Officers’ Certificate requesting
      that the Trustee give such notice and setting forth the information (or a
      shorter period as agreed to by the Trustee) to be stated in such notice as
      provided in this Section 3.03 above.


    
      
        
        

      

      
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    Section
      3.04           Effect
      of Notice of Redemption.

    


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

    


    Section
      3.05           Deposit
      of Redemption Price.

    


    No
      later
      than 10:00 Eastern Time on the redemption date, the Company will deposit with
      the Trustee or with the Paying Agent money sufficient to pay the redemption
      price of and accrued interest on all Notes to be redeemed on that
      date.  The Trustee or the Paying Agent will promptly return to the
      Company any money deposited with the Trustee or the Paying Agent by the Company
      in excess of the amounts necessary to pay the redemption price of, and accrued
      interest on, all Notes to be redeemed.

    


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

    


    Section
      3.06           Notes
      Redeemed in Part.

    


      A
      new Note in principal amount equal to the unredeemed portion of the original
      Note will be issued in the name of a Holder of Notes upon cancellation of the
      original Note.

    


    Section
      3.07           Optional
      Redemption.

    


    (a) Except
      as set forth in clauses (b), (c) and (d) of this Section 3.07, the Notes shall
      not be redeemable at the option of the Company prior to June 1,
      2010.  On and after June 1, 2010, the Company may redeem all or part
      of the Notes, at any time or from time to time, after giving the notice required
      pursuant to Section 3.03 hereof, at the redemption prices (expressed as
      percentages of principal amount) set forth below, plus accrued and
      unpaid interest thereon, to the applicable redemption date (subject to the
      right
      of Holders of record on the relevant Record Date to receive interest due on
      an
      Interest Payment Date that is on or prior to the redemption date), if redeemed
      during the twelve month periods beginning on  June 1 of the years set
      forth below:

     

    
      	
              Period

            	
              Percentage

            
	 	 
	
              2010

            	
              106.375%

            
	 	 
	
              2011

            	
              103.188

            
	 	 
	
              2012.

            	
              100%

            


    

     

    (b)           At
      any time and from time to time prior to June 1, 2010, the Company may on any
      one
      or more occasions redeem up to 35% of the aggregate principal amount of the
      Notes issued under this Indenture, after giving the notice required pursuant
      to
      Section 3.03 hereof, at a redemption price of 112.750% of the principal amount,
      plus accrued and unpaid interest, if any, to the redemption
      date  (subject to the right of Holders of record on the relevant
      Record Date to receive interest due on an Interest Payment Date that is on
      or
      prior to the redemption date) with the net cash proceeds of one or more Equity
      Offerings by the Company or the Parent, provided, that (i) at least 65%
      of the aggregate principal amount of the Notes (including Additional Notes
      issued under this Indenture) remains outstanding immediately after giving effect
      to such redemption (excluding Notes held by the Parent and its Subsidiaries);
      and (ii) any such redemption shall be made within 90 days of the date of closing
      of such Equity Offering.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    (c)           At
      any time prior to June 1, 2010, the Notes may be redeemed in whole or in part,
      at the option of the Company, after giving the notice required pursuant to
      Section 3.03 hereof, at a redemption price equal to 100% of the principal amount
      thereof plus the Applicable Premium as of, and accrued and unpaid
      interest, if any, to the date of redemption (subject to the right of Holders
      of
      record on the relevant record date to receive interest due on an Interest
      Payment Date that is on or prior to the redemption date).

    


    (d)           If
      a Change of Control occurs at any time prior to December 1, 2008, the Company
      may, at its option, redeem all, but not less than all, of the Notes upon not
      less than 30 nor more than 60 days’ prior notice, at a redemption price equal to
      the sum of 112.750% of the principal of the Notes as of the redemption date,
      and
      accrued and unpaid interest, if any, to the date of redemption (subject to
      the
      right of holders of record on the relevant record date to receive interest
      due
      on an Interest Payment Date that is on or prior to the redemption
      date).  If the Company elects to exercise the redemption right set
      forth in this Section 3.07(d) (the “Change of Control Redemption
      Right”), it must do so by mailing a notice to each Holder with a copy to
      the Trustee within 60 days following the Change of Control (or, at the Company’s
      option, prior to such Change of Control but after the transaction giving rise
      to
      such Change of Control is publicly announced).  Any such redemption
      may be conditioned upon the Change of Control occurring if the notice is mailed
      prior to the Change of Control.  If the Company exercises the Change
      of Control Redemption Right, it may elect not to make an offer pursuant to
      Section 4.15.

    


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

    


    Section
      3.08           Mandatory
      Redemption.

    


    The
      Company is not required to make mandatory redemption or sinking fund payments
      with respect to the Notes.

    


    Section
      3.09           Offer
      to Purchase by Application of Excess Proceeds.

    


    In
      the
      event that, pursuant to Section 4.10 hereof, the Company shall be required
      to
      commence an Asset Sale Offer, it will follow the procedures specified below
      and
      in Section 4.10:

    


    (a)           The
      Asset Sale Offer shall be made to all Holders and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in this Indenture with respect to offers to purchase
      or redeem with the proceeds of sales of assets.

    


    (b)           The
      Asset Sale Offer will remain open for a period of at least 20 Business Days
      following its commencement and not more than 30 Business Days, except to the
      extent that a longer period is required by applicable law (the “Offer
      Period”).


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    (c)           No
      later than three Business Days after the termination of the Offer Period (the
      “Purchase Date”), the Company will apply all Excess Proceeds (the
“Offer Amount”) to the purchase of Notes and such other pari
      passu Indebtedness (on a pro-rata basis, if applicable) or, if
      less than the Offer Amount has been tendered, all Notes and other Indebtedness
      tendered in response to the Asset Sale Offer.  Payment for any Notes
      so purchased will be made in the same manner as interest payments are
      made.

    


    (d)           If
      the Purchase Date is on or after an interest record date and on or before the
      related interest payment date, any accrued and unpaid interest 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.

    


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

    


    (1)           that
      the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
      4.10 hereof and the length of time the Asset Sale Offer will remain
      open;

    


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

    


    (3)           that
      any Note not tendered or accepted for payment will continue to accrue
      interest;

    


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

    


    (5)           that
      Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
      elect to have Notes purchased in integral multiples of $1,000 only;

    


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

    


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

    


    (8)           that,
      if the aggregate principal amount of Notes and other pari passu
      Indebtedness surrendered by holders thereof exceeds the Offer Amount, the
      Company will select the Notes and other pari passu Indebtedness to be
      purchased on a pro rata basis based on the principal amount of Notes
      and such other pari passu Indebtedness surrendered (with such
      adjustments as may be deemed appropriate by the Company so that only Notes
      in
      denominations of $1,000, or integral multiples thereof, will be purchased);
      and


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


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

    


    On
      or
      before the Purchase Date, the Company will, to the extent lawful, accept for
      payment, on a pro-rata basis to the extent necessary, the Offer Amount
      of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or
      if
      less than the Offer Amount has been tendered, all Notes tendered, and will
      deliver or cause to be delivered to the Trustee the Notes properly accepted
      together with an Officers’ Certificate stating that such Notes or portions
      thereof were accepted for payment by the Company in accordance with the terms
      of
      this Section 3.09.  The Company, the Depositary or the Paying Agent,
      as the case may be, will promptly (but in any case not later than five days
      after the Purchase Date) mail or deliver to each tendering Holder an amount
      equal to the purchase price of the Notes tendered by such Holder and accepted
      by
      the Company for purchase, and the Company will promptly issue a new Note, and
      the Trustee, upon written request from the Company, will authenticate and mail
      or deliver (or cause to be transferred by book entry) such new Note to such
      Holder, in a principal amount equal to any unpurchased portion of the Note
      surrendered.  Any Note not so accepted shall be promptly mailed or
      delivered by the Company to the Holder thereof.  The Company will
      publicly announce the results of the Asset Sale Offer on the Purchase
      Date.

    


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

    


    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 of this
      Indenture, the Company will comply with the applicable securities laws and
      regulations and will not be deemed to have breached its obligations under
      Section 4.10 of this Indenture by virtue of such conflict.

    


    ARTICLE
      4

    COVENANTS

    


    Section
      4.01           Payment
      of Notes.

    


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

    


    Section
      4.02           Maintenance
      of Office or Agency.

    


    The
      Company will maintain an office or agency (which may be an office of the Trustee
      or an affiliate of the Trustee, Registrar or co-registrar) where Notes may
      be
      surrendered for registration of transfer or for exchange and where notices
      and
      demands to or upon the Company in respect of the Notes and this Indenture may
      be
      served.  The Company will give prompt written notice to the Trustee of
      the location, and any change in the location, of such office or
      agency.  If at any time the Company fails to maintain any such
      required office or agency or fails 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.  Such office
      shall initially be at Wells Fargo Bank, National Association, 1445 Ross Avenue,
      2nd Floor,
      Dallas, Texas 75202-2812, Attention: Corporate Trust Services.


    
      
        
        

      

      
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    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 such designations.  The
      Company will give prompt written notice to the Trustee of any such designation
      or rescission and of any change in the location of any such other office or
      agency.

    


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

    


    Section
      4.03           Reports.

    


    (a)           So
      long as any Notes are outstanding, the Parent will furnish to the Trustee and,
      upon its request, to any of the Holders of Notes, within fifteen days after
      the
      deadline specified in the Commission’s rules for registrants that are not
      accelerated filers:

    


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

    


    (2)          
      all current reports that would be required to be filed with the Commission
      on
      Form 8-K if the Parent were required to file such reports, except to the extent
      the Parent in good faith determines that any such report is not material to
      holders of Notes.

    


    (b)           If
      the Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries,
      then the quarterly and annual financial information required by paragraph (a)
      of
      this Section 4.03 will include a reasonably detailed presentation, either on
      the
      face of the financial statements or in the footnotes thereto, of the financial
      condition and results of operations of the Parent and its Restricted
      Subsidiaries separate from the financial condition and results of operations
      of
      the Unrestricted Subsidiaries of the Parent.

    


    (c)          
      In addition, the Parent, the Company and the Subsidiary Guarantors agree that,
      for so long as any Notes remain outstanding, they will furnish to the Holders
      and to securities analysts and prospective investors in the Notes, upon their
      request, the information required to be delivered pursuant to Rule 144A(d)(4)
      under the Securities Act.

    


    Section
      4.04           Compliance
      Certificates.

    


    (a)           The
      Company and each Guarantor (to the extent that such Guarantor is so required
      under the TIA) shall deliver to the Trustee, within 90 days after the end of
      each fiscal year, an Officers’ Certificate stating that a review of the
      activities of the Company and its Subsidiaries during the preceding fiscal
      year
      has been made under the supervision of the signing Officers with a view to
      determining whether each of the Company and the Guarantors has kept, observed,
      performed and fulfilled its obligations under this Indenture, and further
      stating, as to each such Officer signing such certificate, that to the best
      of
      his or her knowledge each of the Company and the Guarantors has kept, observed,
      performed and fulfilled each and every covenant contained in this Indenture
      and
      is not in default in the performance or observance of any of the terms,
      provisions and conditions of this Indenture (or, if a Default or Event of
      Default has occurred, describing all such Defaults or Events of Default of
      which
      he or she may have knowledge and what action the Company is taking or proposes
      to take with respect thereto) and that to the best of his or her knowledge
      no
      event has occurred and remains in existence by reason of which payments on
      account of the principal of or interest, if any, on the Notes is prohibited
      or
      if such event has occurred, a description of the event and what action the
      Company is taking or proposes to take with respect thereto.


    
      
        
        

      

      
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    (b)           So
      long as any of the Notes are outstanding, the Company will deliver to the
      Trustee, forthwith upon any Officer becoming aware of any Default or Event
      of
      Default, an Officers’ Certificate specifying such Default or Event of Default
      and what action the Company is taking or proposes to take with respect
      thereto.

    


    (c)   The
      Company will
      deliver to the Trustee an Officers’ Certificate not later than March 15 and
      September 15 in each calendar year while the Notes are outstanding certifying
      that the Collateral includes Oil and Gas Properties representing at least 85%
      of
      the PV-10 value of the Parent’s and its Restricted Subsidiaries’ proved oil and
      gas reserves located in the United States as reflected in the most recent
      available semi-annual reserve report (which shall use pricing assumptions
      consistent with SEC guidelines).

    


    Section
      4.05           Taxes.

    


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

    


    Section
      4.06           Stay,
      Extension and Usury Laws.

    


    The
      Company and each of the Guarantors covenants (to the extent that it may lawfully
      do so) that it will not at any time insist upon, plead, or in any manner
      whatsoever claim or take the benefit or advantage of, any stay, extension or
      usury law wherever enacted, now or at any time hereafter in force, that may
      affect the covenants or the performance of this Indenture; and the Company
      and
      each of the Guarantors (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law, and covenants that
      it
      will not, by resort to any such law, 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 has been
      enacted.

    


    Section
      4.07   Restricted
      Payments.

    


    (a)           The
      Parent 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
      Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including,
      without limitation, any payment in connection with any merger or consolidation
      involving the Parent or any of its Restricted Subsidiaries) or to the direct
      or
      indirect holders of the Parent’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 Parent or
      payable to the Parent or a Restricted Subsidiary of the
      Parent);


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


    (2)           the
      Parent 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 4.09(a) hereof; and

    


    (3)           such
      Restricted Payment, together with the aggregate amount of all other Restricted
      Payments made by the Parent and its Restricted Subsidiaries after the Issue
      Date
      (excluding Restricted Payments permitted by clauses (2) through (9) of paragraph
      (b) of this Section 4.07), is less than the sum, without duplication,
      of:

    


    (A)           50%
      of the Consolidated Net Income of the Parent for the period (taken as one
      accounting period) from January 1, 2008 to the end of the Parent’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 proceeds received by the Parent (including the Fair Market
      Value of any Additional Assets to the extent acquired in consideration of Equity
      Interests of the Parent (other than Disqualified Stock)) since the Issue Date
      as
      a contribution to its common equity capital or from the issue or sale of Equity
      Interests of the Parent (other than Disqualified Stock) or from the issue or
      sale of convertible or exchangeable Disqualified Stock or convertible or
      exchangeable debt securities of the Parent 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 Parent),
      plus

    


    (C)           to
      the extent that any Restricted Investment that was made after the Issue Date
      is
      sold for cash or otherwise liquidated or repaid for cash, the lesser of (i)
      the
      cash return of capital with respect to such Restricted Investment (less the
      cost
      of disposition, if any) and (ii) the initial amount of such Restricted
      Investment, plus

    


    (D)           to
      the extent that any Unrestricted Subsidiary of the Parent is redesignated as
      a
      Restricted Subsidiary after the Issue Date, the lesser of (i) the Fair Market
      Value of the Parent’s Investment in such Subsidiary as of the date of such
      redesignation or (ii) such Fair Market Value as of the date on which such
      Subsidiary was originally designated as an Unrestricted
      Subsidiary.


    
      
        
        

      

      
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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 within 60 days after the date of declaration of the
      dividend, if at the date of declaration, the dividend payment would have
      complied with the provisions of this Indenture;

    


    (2)           the
      purchase, redemption, defeasance or other acquisition or retirement of any
      Subordinated Indebtedness of the Parent, the Company or any Subsidiary Guarantor
      or of any Equity Interests of the Parent in exchange for, or out of the net
      cash
      proceeds of the substantially concurrent sale (other than to a Subsidiary of
      the
      Parent) of, Equity Interests of the Parent (other than Disqualified Stock);
      provided that the amount of any such net cash proceeds that are utilized for
      any
      such Restricted Payment will be excluded from clause (3)(B) of the preceding
      paragraph;

    


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

    


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

    


    (5)           the
      purchase, redemption or other acquisition or retirement for value of any Equity
      Interests of the Parent or any direct or indirect parent of the Parent held
      by
      any current or former director or employee of the Parent or direct or indirect
      parent pursuant to any director or employee equity subscription agreement or
      plan, stock option agreement or similar agreement or plan; provided that the
      aggregate price paid for all such purchased, redeemed, acquired or retired
      Equity Interests may not exceed $500,000 in any calendar year, plus the amount
      of any such allowance not used in any prior calendar year;

    


    (6)           the
      acquisition of Equity Interests by the Parent in connection with the exercise
      of
      stock options or stock appreciation rights by way of cashless
      exercise;

    


    (7)   upon
      the occurrence
      of a Change of Control or an Asset Sale and within 60 days after the completion
      of the offer to repurchase the Notes pursuant to Section 4.15 or Section 4.10
      (including the purchase of all Notes tendered), any purchase, redemption,
      defeasance, or other acquisition or retirement for value of Subordinated
      Indebtedness required under the terms thereof as a result of such Change of
      Control or Asset Sale at a price not to exceed 101% of the outstanding principal
      amount thereof, plus accrued and unpaid interest thereon, if any, provided
      that,
      in the notice to Holders relating to a Change of Control or Asset Sale
      hereunder, the Company shall describe this clause (7);

    


    (8)           the
      payment of cash in lieu of fractional shares of Capital Stock in connection
      with
      any transaction otherwise permitted under this Indenture; and

    


    (9)           other
      Restricted Payments in an aggregate amount since the Issue Date not to exceed
      $3.0 million.


    
      
        
        

      

      
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    (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 Parent 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 Parent, whose determination shall be evidenced by a Board
      Resolution.  The Board of Directors’ determination must be based upon
      an opinion or appraisal issued by an accounting, appraisal or investment banking
      firm of national standing if the Fair Market Value exceeds $25.0
      million.  Not later than the date of making any Restricted Payment
      under paragraph (a) of this Section 4.07 the Parent will deliver to the Trustee
      an Officers’ Certificate stating that such Restricted Payment is permitted and
      setting forth the basis upon which the calculations required by this Section
      4.07 were computed, together with a copy of any fairness opinion or appraisal
      required by this Indenture.  For purposes of determining compliance
      with this Section 4.07, in the event that a Restricted Payment meets the
      criteria of more than one of the categories of Restricted Payments described
      in
      the preceding clauses (1) through (9) of paragraph (b) of this Section 4.07,
      the
      Parent will be permitted to classify (or later classify or reclassify in whole
      or in part in its sole discretion) such Restricted Payment in any manner that
      complies with this covenant.

    


    Section
      4.08           Dividend
      and Other Payment Restrictions Affecting Subsidiaries.

    


    The
      Parent 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 Parent
      or
      any of its Restricted Subsidiaries, or pay any Indebtedness or other obligations
      owed to the Parent or any of its Restricted Subsidiaries;

    


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

    


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

    


    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, modifications, restatements, renewals, increases,
      supplements, refundings, replacements or refinancings of those agreements,
      provided that the amendments, modifications, restatements, renewals,
      increases, supplements, refundings, replacement or refinancings are not
      materially 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
      Indenture, the Notes, the Collateral Agreements and the Guarantees;

    


    (3)           applicable
      law;

    


    (4)           any
      instrument governing Indebtedness or Capital Stock of a Person acquired by
      the
      Parent or any of its Restricted Subsidiaries as in effect at the time 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 Indenture
      to
      be incurred;


    
      
        
        

      

      
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    (5)           customary
      non-assignment provisions in leases entered into in the ordinary course of
      business and consistent with past practices;

    


    (6)           purchase
      money obligations for property acquired in the ordinary course of business
      that
      impose restrictions on that property of the nature described in clause (3)
      of
      the preceding paragraph;

    


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

    


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

    


    (9)           agreements
      governing other Indebtedness of the Parent and one or more Restricted
      Subsidiaries permitted under this Indenture, provided that the
      restrictions in the agreements governing such Indebtedness are not materially
      more restrictive, taken as a whole, than those in this Indenture;

    


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

    


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

    


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

    


    Section
      4.09           Incurrence
      of Indebtedness and Issuance of Preferred Stock.

    


    (a)           The
      Parent 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),
      neither the Parent, the Company nor any Subsidiary Guarantor will issue any
      Disqualified Stock, and the Parent will not permit any of its Restricted
      Subsidiaries to issue any shares of preferred stock; provided, however,
      that the Parent, the Company and any Subsidiary Guarantor may incur Indebtedness
      (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge
      Coverage Ratio for the Parent’s most recently ended four full fiscal quarters
      for which internal financial statements are available immediately preceding
      the
      date on which such additional Indebtedness is incurred or such Disqualified
      Stock is issued, would have been at least 2.0 to 1.0, determined on a
pro-forma basis (including a pro-forma
      application of the net proceeds therefrom), as if the additional Indebtedness
      had been incurred or the Disqualified Stock had been issued, as the case may
      be,
      at the beginning of such four-quarter period.


    
      
        
        

      

      
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    (b)           The
      provisions of Section 4.09(a) hereof will not prohibit the incurrence of any
      of
      the following items of Indebtedness (collectively, “Permitted
      Debt”):

    


    (1)           the
      incurrence by the Parent or any Restricted Subsidiary of Indebtedness under
      one
      or more Credit Facilities in an aggregate principal amount at any one time
      outstanding under this clause (1) not to exceed an amount equal to the greater
      of (a) $25.0 million and (b) 15.0% of ACNTA as of the date of such
      incurrence;

    


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

    


    (3)           the
      incurrence by the Parent, the Company and the Subsidiary Guarantors of
      Indebtedness represented by the Notes and the related Guarantees to be issued
      on
      the Issue Date and any Exchange Notes and related Guarantees issued pursuant
      to
      any Registration Rights Agreement;

    


    (4)           the
      incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness
      represented by Capital Lease Obligations, Attributable Debt, mortgage financings
      or purchase money obligations, in each case, incurred for the purpose of
      financing all or any part of the purchase price or cost of construction or
      improvement of property, plant or equipment used in the business of the Parent
      or such Restricted Subsidiary, in an aggregate principal amount, including
      all
      Permitted Refinancing Indebtedness incurred to extend, renew, refinance,
      replace, defease or refund Indebtedness incurred pursuant to this clause (4),
      not to exceed $5.0 million at any time outstanding;

    


    (5)           the
      incurrence by the Parent or any of its Restricted Subsidiaries of Permitted
      Refinancing Indebtedness in exchange for, or the net proceeds of which are
      used
      to extend, refinance, renew, replace, defease or refund any Indebtedness (other
      than intercompany Indebtedness) that was permitted by this Indenture to be
      incurred under Section 4.09(a) hereof or clauses (2), (3) or (11) of this
      Section 4.09(b) or this clause (5);

    


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

    


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

    


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


    
      
        
        

      

      
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    (7)           the
      incurrence by the Parent or any of its Restricted Subsidiaries of Hedging
      Obligations;

    


    (8)           the
      guarantee by the Parent, the Company or any of the Subsidiary Guarantors of
      Indebtedness of the Parent, the Company or any Subsidiary Guarantor that was
      permitted to be incurred by another provision of this Section 4.09;

    


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

    


    (11)           Indebtedness
      of a Restricted Subsidiary (other than the Company) incurred and outstanding
      on
      the date on which such Restricted Subsidiary was acquired by, or merged into,
      the Parent or any Restricted Subsidiary (other than Indebtedness incurred (a)
      to
      provide all or any portion of the funds utilized to consummate the transaction
      or series of related transactions pursuant to which such Restricted Subsidiary
      became a Restricted Subsidiary or was otherwise acquired by the Parent or (b)
      otherwise in connection with, or in contemplation of, such acquisition);
provided, however, that at the time such Restricted Subsidiary
      is acquired by the Parent, the Parent would have been able to incur $1.00 of
      additional Indebtedness pursuant to Section 4.09(a) after giving effect to
      the
      incurrence of such Indebtedness pursuant to this clause (11);

    


    (12)           the
      incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness
      arising from agreements of the Parent or any of its Restricted Subsidiaries
      providing for indemnification, adjustment of purchase price or similar
      obligations, in each 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 Parent and its
      Restricted Subsidiaries in connection with such disposition; and

    


    (13)           the
      incurrence by the Parent 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 $5.0 million.

    


    For
      purposes of determining compliance with this Section 4.09, in the event that
      an
      item of Indebtedness (including Acquired Debt) meets the criteria of more than
      one of the categories of Permitted Debt described in clauses (1) through (13)
      of
      this Section 4.09, or is entitled to be incurred pursuant to Section 4.09(a),
      the Parent 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
      amount of Indebtedness issued at a price that is less than the principal amount
      thereof will be equal to the amount of the liability in respect thereof
      determined in accordance with GAAP.  Indebtedness of any Person
      existing at the time such Person becomes a Restricted Subsidiary shall be deemed
      to have been incurred by the Parent and the Restricted Subsidiary at the time
      such Person becomes a Restricted Subsidiary.  The accrual of interest,
      the accretion or amortization of original issue discount, the payment of
      interest on any Indebtedness in the form of additional Indebtedness with the
      same terms, and the payment of dividends on Disqualified Stock in the form
      of
      additional shares of the same class of Disqualified Stock will not be deemed
      to
      be an incurrence of Indebtedness or an issuance of Disqualified Stock for
      purposes of this covenant; provided, in each such case, that the amount
      thereof is included in Fixed Charges of the Parent as accrued.


    
      
        
        

      

      
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    Section
      4.10           Asset
      Sales.

    


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

    


    (1)           the
      Parent (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;

    


    (2)           the
      Fair Market Value is determined by the Parent’s or Company’s Board of Directors
      and evidenced by a resolution of such Board of Directors set forth in an
      Officers’ Certificate delivered to the Trustee; and

    


    (3)           at
      least 75% of the consideration received by the Parent or such Restricted
      Subsidiary from all Asset Sales since the Issue Date, in the aggregate, is
      in
      the form of cash.  For purposes of this provision, each of the
      following will be deemed to be cash:

    


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

    


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

    


    (b)           The
      following provisions will apply to Major Asset Sales:

    


    (1)           On
      the 30th day after a Major Asset Sale (or, at the Company’s option, any earlier
      date), the Company will make 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 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 Net Proceeds
      of such Major Asset Sale.  The offer price in any such Asset Sale Offer
      will be equal to 106.375% of principal amount (if such Asset Sale Offer is
      made
      prior to June 1, 2011), 103.188% of principal amount (if such Asset Sale Offer
      is made on or after June 1, 2011 and prior to June 1, 2012), or 100% of
      principal amount (if such Asset Sale Offer is made on or after June 1, 2012)
      plus, in each case, accrued and unpaid interest, if any, to the date of
      settlement, subject to the right of holders of record on the relevant record
      date to receive interest due on an interest payment date that is on or prior
      to
      the date of settlement, and will be payable in cash.


    
      
        
        

      

      
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    (2)           If
      any Net Proceeds from a Major Asset Sale remain after consummation of such
      an
      Asset Sale Offer, the Company and the Guarantors may use those Net Proceeds
      for
      any purpose not otherwise prohibited by this Indenture.

    


    (3)           If
      the aggregate principal amount of Notes and other
pari-passu Indebtedness tendered into such Asset Sale
      Offer exceeds the amount of Net Proceeds, the Trustee will select the Notes
      and
      such other pari-passu Indebtedness to be purchased on a
pro-rata basis.

    


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

    


    (5)   Prior
      to making any
      such Asset Sale Offer, the Parent or any such Restricted Subsidiary may also
      apply all or any part of such Net Proceeds to repay, redeem or repurchase Senior
      Debt under Credit Facilities (provided that, if such Senior Debt is
      revolving credit Indebtedness, the commitments with respect thereto must be
      correspondingly reduced), and in such event the portion of such Net Proceeds
      required to be used to make such Asset Sale Offer shall be correspondingly
      reduced.

    


    (c)           The
      following provisions shall apply to Asset Sales other than Major Asset
      Sales:

    


    (1)           During
      the 360 days after the receipt of any Net Proceeds from an Asset Sale, other
      than a Major Asset Sale, the Parent or any such Restricted Subsidiary may apply
      those Net Proceeds at its option to any combination of the
      following:

    


    (A)           to
      repay, redeem or repurchase Senior Debt (other than intercompany Indebtedness)
      provided that, if such Senior Debt is revolving credit Indebtedness, the
      commitments with respect thereto must be correspondingly reduced;

    


    (B)           to
      acquire all or substantially all of the properties or assets of one or more
      other Persons primarily engaged in the Oil and Gas Business, and, for this
      purpose, a division or line of business of a Person shall be treated as a
      separate Person;

    


    (C)           to
      acquire a majority of the Voting Stock of one or more other Persons primarily
      engaged in the Oil and Gas Business;

    


    (D)           to
      make one or more capital expenditures; or

    


    (E)           to
      acquire other long-term assets that are used or useful in the Oil and Gas
      Business.

    


    Pending
      the final application of any such Net Proceeds, the Parent 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
      Indenture.

    


    (2)           Any
      Net Proceeds from Asset Sales other than Major Asset Sales that are not applied
      or invested as provided in Section 4.10(c)(1) hereof will constitute “Excess
      Proceeds.”  On the 361st day after any Asset Sale other than a
      Major Asset Sale (or, at the Company’s option, any earlier date), if the
      aggregate amount of Excess Proceeds then exceeds $10.0 million, the Company
      will
      make an Asset Sale Offer to all Holders of Notes pursuant to Section 3.09
      hereof, and all holders of other Indebtedness that is pari passu with
      the Notes containing provisions similar to those in this 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.


    
      
        
        

      

      
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    (3)           The
      offer price in any Asset Sale Offer pursuant to Section 4.10(c)(2) will be
      equal
      to 100% of principal amount plus accrued and unpaid interest, if any,
      to the date of settlement, subject to the right of Holders on the relevant
      Record Date to receive interest due on an Interest Payment Date that is on
      or
      prior to the date of settlement, and will be payable in cash.

    


    (4)           If
      any Excess Proceeds remain after consummation of an Asset Sale Offer pursuant
      to
      Section 4.10(c)(2), the Company and the Guarantors may use those Excess Proceeds
      for any purpose not otherwise prohibited by this Indenture.

    


    (5)          
      If the aggregate principal amount of Notes and other Indebtedness ranking
pari passu with the Notes tendered into an Asset Sale Offer pursuant to
      Section 4.10(c)(2) exceeds the amount of Excess Proceeds, the Trustee will
      select the Notes and such other pari passu Indebtedness to be purchased
      on a pro rata basis. Upon completion of each such Asset Sale Offer, the
      amount of Excess Proceeds will be reset at zero.

    


    Section
      4.11           Transactions
      with Affiliates.

    


    (a)           The
      Parent 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 (each, an
“Affiliate Transaction”), unless:

    


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

    


    (2)           the
      Parent delivers to the Trustee:

    


    (a)           with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $5.0 million, a resolution of
      the
      Board of Directors of the Parent 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 Parent; and

    


    (b)           with
      respect to any Affiliate Transaction or series of related Affiliate Transactions
      involving aggregate consideration in excess of $20.0 million, the Parent
      delivers to the Trustee a written opinion that such Affiliate Transaction(s)
      is
      fair, from a financial point of view, to the Parent and its Restricted
      Subsidiaries, taken as a whole, or that such Affiliate Transaction(s) is not
      less favorable to the Parent and its Restricted Subsidiaries than could
      reasonably be expected to be obtained at the time in an arm’s-length transaction
      with a person who is not an Affiliate, in either such case issued by an
      independent accounting, appraisal or investment banking firm of national
      standing.


    
      
        
        

      

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

    


    (1)           any
      employment or severance agreement or other employee compensation agreement,
      arrangement or plan, or any amendment thereto, entered into by the Parent or
      any
      of its Restricted Subsidiaries in the ordinary course of business;

    


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

    


    (3)           transactions
      with a Person that is an Affiliate of the Parent solely because the Parent
      directly or indirectly owns an Equity Interest in such Person;

    


    (4)           payment
      of reasonable directors’ fees and other benefits to Persons who are not
      otherwise Affiliates of the Parent;

    


    (5)   provision
      of
      officers’ and directors’ indemnification and insurance in the ordinary course of
      business to the extent permitted by law;

    


    (6)           sales
      of Equity Interests (other than Disqualified Stock) in the Parent to Affiliates
      of the Parent; and

    


    (7)           Permitted
      Investments or Restricted Payments that are permitted pursuant to Section 4.07
      hereof.

    


    Section
      4.12           Liens.

    


    The
      Parent will not and will not permit any of its Restricted Subsidiaries to,
      create, incur, assume or otherwise cause or suffer to exist or become effective
      any Lien of any kind (other than Permitted Liens) securing Indebtedness or
      Attributable Debt upon any of their property or assets, now owned or hereafter
      acquired.

    


    Section
      4.13           Business
      Activities.

    


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

    


    Section
      4.14           Corporate
      Existence.

    


    Subject
      to Article 5 hereof, the Parent shall do or cause to be done all things
      necessary to preserve and keep in full force and effect:

    


    (1)           its
      corporate existence, and the corporate, partnership or other existence of each
      of its Subsidiaries, in accordance with the respective organizational documents
      (as the same may be amended from time to time) of the Parent or any such
      Subsidiary; and


    
      
        
        

      

      
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    (2)           the
      rights (charter and statutory), licenses and franchises of the Parent and its
      Subsidiaries;

    


    provided,
      however, that the Parent shall not be required to preserve any such right,
      license or franchise, or the corporate, partnership or other existence of any
      of
      its Subsidiaries (other than the Company), if the Board of Directors of the
      Parent shall determine that the preservation thereof is no longer desirable
      in
      the conduct of the business of the Parent and its Subsidiaries, taken as a
      whole, and that the loss thereof would not have a material adverse effect on
      the
      Parent and its Subsidiaries, taken as a whole.

    


    Section
      4.15           Offer
      to Repurchase Upon Change of Control.

    


    (a)           Upon
      the occurrence of a Change of Control, the Company will make an offer (a
“Change of Control Offer”) to each Holder 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 on the terms set forth in this Indenture.  In the
      Change of Control Offer, the Company will offer a payment in cash (the
“Change of Control Payment”) equal to 101% of the aggregate principal
      amount of Notes repurchased plus accrued and unpaid interest, if any, on the
      Notes repurchased to the date of settlement (the “Change of Control Purchase
      Date”), subject to the rights of Holders on the relevant record date to
      receive interest due on an Interest Payment Date that is on or prior to the
      Change of Control Purchase Date. Within 30 days following any Change of
      Control, the Company will mail a notice to each Holder and the Trustee
      describing the transaction or transactions that constitute the Change of Control
      and offering to repurchase Notes as of the Change of Control Purchase Date
      specified in the notice, which date will be no earlier than 30 days and no
      later
      than 60 days from the date such notice is mailed pursuant to the procedures
      required by this Indenture and described in such notice.  Such notice
      will also state:

    


    (1)           that
      the Change of Control Offer is being made pursuant to this Section 4.15 and
      that
      all Notes tendered will be accepted for payment;

    


    (2)           that
      any Note not tendered will continue to accrue interest;

    


    (3)           that,
      unless the Company defaults in the payment of the Change of Control Payment,
      all
      Notes accepted for payment pursuant to the Change of Control Offer will cease
      to
      accrue interest after the Change of Control Purchase Date;

    


    (4)           that
      Holders electing to have any Notes purchased pursuant to a Change of Control
      Offer will be required to surrender the Notes, with the form entitled “Option of
      Holder to Elect Purchase” attached to the Notes completed, or transfer by
      book-entry transfer, to the Paying Agent at the address specified in the notice
      prior to the close of business on the third Business Day preceding the Change
      of
      Control Purchase Date;

    


    (5)           that
      Holders will be entitled to withdraw their election if the Paying Agent
      receives, not later than the close of business on the second Business Day
      preceding the Change of Control Purchase Date, a telegram, telex, facsimile
      transmission or letter setting forth the name of the Holder, the principal
      amount of Notes delivered for purchase, and a statement that such Holder is
      withdrawing his election to have the Notes purchased; and

    


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


    
      
        
        

      

      
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    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 the repurchase of the
      Notes as a result of a Change of Control.  To the extent that the
      provisions of any securities laws or regulations conflict with the provisions
      of
      this Section 4.15, the Company will comply with the applicable securities laws
      and regulations and will not be deemed to have breached its obligations under
      this Section 4.15 by virtue of such compliance.

    


    (b)           On
      the Change of Control Purchase Date, the Company will, to the extent lawful,
      accept for payment all Notes or portions of Notes properly tendered pursuant
      to
      the Change of Control Offer.  Promptly thereafter the Company
      will:

    


    (1)           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

    


    (2)           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.

    


    Promptly
      after the Change of Control Purchase Date, the Paying Agent will mail to each
      Holder of Notes properly tendered the Change of Control Payment for such Notes
      (or, if all the Notes are then in global form, make such payment through the
      facilities of 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 new Note will be in a principal amount of $2,000 or
      an integral multiple of $1,000 in excess thereof.  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.

    


    The
      Company or the Parent will, to the extent necessary, either repay all
      outstanding Credit Facilities or obtain any requisite consents under all
      agreements governing outstanding Credit Facilities to permit the repurchase
      of
      the Notes required by this Section 4.15.

    


    The
      provisions of this Section 4.15 will be applicable whether or not any other
      provisions of this Indenture are applicable.  Notwithstanding the
      other provisions of this Section 4.15, the Company will not be required to
      make
      a Change of Control Offer upon a Change of Control if a third party makes the
      Change of Control Offer in the manner, at the time and otherwise in compliance
      with the requirements set forth in this Indenture applicable to a Change of
      Control Offer made by the Company and purchases all Notes properly tendered
      and
      not withdrawn under the Change of Control Offer.

    


    Section
      4.16           Payments
      for Consent.

    


    Neither
      the Parent 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 Indenture, the Notes, the Collateral Agreements or the
      Guarantees 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.


    
      
        
        

      

      
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    Section
      4.17           Additional
      Guarantees.

    


    If
      the
      Parent or any of its Restricted Subsidiaries acquires or creates another
      Material Domestic Subsidiary after the Issue Date, or if any Restricted
      Subsidiary, other than the Company, that is not already a Subsidiary Guarantor
      guarantees any other Indebtedness of the Parent or the Company after such date,
      then in either case the Parent will cause such Subsidiary to become a Subsidiary
      Guarantor by executing a supplemental indenture pursuant to which it becomes
      a
      Guarantor and, to the extent it holds assets required to be Collateral, one
      or
      more Collateral Agreements or supplements or amendments thereto needed to grant
      to the collateral agent the Liens required to be granted pursuant to this
      Indenture, and delivering them to the Trustee and the Collateral Agent within
      20
      Business Days of the date on which it was acquired or created or guaranteed
      Indebtedness of the Parent, as the case may be; provided, however, that
      the foregoing shall not apply to Subsidiaries of the Parent that have properly
      been designated as Unrestricted Subsidiaries in accordance with this Indenture
      for so long as they continue to constitute Unrestricted
      Subsidiaries.  In addition to the foregoing, if, after the Issue Date,
      any of the interests in the PEL 238, PEL 433, PEL 434 or EL 4416 licenses that
      are owned by the Parent or its Restricted Subsidiaries as of the Issue Date
      (or
      any production licenses issued in respect thereof) are transferred to a
      Restricted Subsidiary of Parent that is not a Subsidiary Guarantor, then such
      Restricted Subsidiary shall within 20 Business Days of such transfer execute
      a
      supplemental indenture under which it shall become a Subsidiary
      Guarantor.  The Parent or Company or Subsidiary Guarantor, as
      applicable, will provide Opinions of Counsel and Officers’ Certificates
      specified in this Indenture with respect to the foregoing.

    


    Section
      4.18           Designation
      of Restricted and Unrestricted Subsidiaries.

    


    (a)           The
      Board of Directors of the Parent may designate any Restricted Subsidiary of
      the
      Parent (other than the Company) to be an Unrestricted Subsidiary if that
      designation would not cause a Default.  If a Restricted Subsidiary of
      the Parent is designated as an Unrestricted Subsidiary, the aggregate Fair
      Market Value of all outstanding Investments owned by the Parent and its
      Restricted Subsidiaries in the Subsidiary properly designated 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 4.07(a) hereof or
      represent Permitted Investments, as determined by the Parent.  That
      designation will only be permitted if the Investment would be permitted at that
      time and if the Subsidiary so designated otherwise meets the definition of
      an
      Unrestricted Subsidiary.

    


    (b)           The
      Board of Directors of the Parent may at any time designate any Unrestricted
      Subsidiary to be a Restricted Subsidiary of the Parent; provided that such
      designation will be deemed to be an incurrence of Indebtedness by a Restricted
      Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted
      Subsidiary and such designation will only be permitted if (1) such Indebtedness
      is permitted under Section 4.09 hereof 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
      4.19           Impairment
      of Security Interest; Liens on Additional Property.

    


    (a)           Subject
      to the Intercreditor Agreement, neither the Parent nor any of its Restricted
      Subsidiaries will take or omit to take any action which would adversely affect
      or impair in any material respect the Liens in favor of the Collateral Agent
      with respect to the Collateral, except as otherwise permitted or required by
      the
      Collateral Agreements or this Indenture. Neither the Parent nor any of its
      Restricted Subsidiaries will enter into any agreement that requires the proceeds
      received from any sale of Collateral to be applied to repay, redeem, defease
      or
      otherwise acquire or retire any Indebtedness of any Person, other than the
      First
      Priority Claims and the Notes.  The Parent shall, and shall cause the
      Company and each Subsidiary Guarantor to, at their sole cost and expense,
      execute and deliver all such agreements and instruments as the Collateral Agent
      or the Trustee shall reasonably request to more fully or accurately describe
      the
      property intended to be Collateral or the obligations intended to be secured
      by
      the Collateral Agreements.  The Parent shall, and shall cause the
      Company and each Subsidiary Guarantor to, at their sole cost and expense, file
      any such notice filings or other agreements or instruments as may be reasonably
      necessary or desirable under applicable law to perfect the Liens created by
      the
      Collateral Agreements at such times and at such places as the Collateral Agent
      or the Trustee may reasonably request.


    
      
        
        

      

      
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    (b)           If
      the Parent, the Company or any Restricted Subsidiary shall grant a Lien in
      favor
      of the Administrative Agent on any property after the date hereof, other than
      Excluded Collateral, the Parent will, and will cause the Company and each
      Restricted Subsidiary to, grant a Lien on such property in favor of the
      Collateral Agent.  Any such Lien shall be subject to the provisions of
      the Intercreditor Agreement and otherwise shall be granted pursuant to
      documentation in substantially the form used for the grant of the related Lien
      in favor of the Administrative Agent, and the Parent, the Company or such
      Restricted Subsidiary, as applicable, will deliver to the Collateral Agent
      opinions of counsel and certificates (on which the Collateral Agent may rely)
      and other documents relating to such Lien that are substantially the same as
      those that were delivered to the Administrative Agent, if any, except insofar
      as
      they relate to Excluded Collateral or the first-priority nature of the
      Administrative Agent’s Lien.

    


    (c)          
      At or prior to the time that the Company is required to deliver to the Trustee
      an Officers’ Certificate  pursuant to Section 4.04(c) certifying
      that the Collateral includes Oil and Gas Properties that represent at least
      85%
      of the PV-10 values of the Parent’s and its Restricted Subsidiaries’ proved oil
      and gas reserves located in the United States, the Parent will, or will cause
      the Company and/or Restricted Subsidiaries to deliver:

    


    (1)          
      to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages
      or amendments and supplements to prior Mortgages, duly executed by the Parent,
      the Company or the applicable Restricted Subsidiary, as applicable, in form
      and
      substance reasonably satisfactory to the Collateral Agent (together with
      evidence of the completion, or satisfactory arrangements for the completion,
      of
      all recordings and filings of such instruments) as may be necessary to create
      a
      valid, perfected Lien (subject to no Lien other than Permitted Liens and subject
      to the Intercreditor Agreement) on such Oil and Gas Properties, as may be
      required in order to make such certification true and correct; and

    


    (2)          
      if no legal opinions are then being delivered pursuant to Section 4.19(b),
      such
      legal opinions concerning the authorization, execution and delivery of such
      Mortgages, supplements and amendments, and the enforceability and recording
      thereof, as the Company, based on advice of counsel, shall deem
      appropriate.

    


    ARTICLE
      5

    SUCCESSORS

    


    Section
      5.01           Merger,
      Consolidation, or Sale of Assets.

    


    Neither
      the Company nor the Parent will, directly or indirectly:  (1)
      consolidate or merge with or into another Person, or (2) sell, assign, transfer,
      lease, convey or otherwise dispose of all or substantially all of the properties
      or assets of the Parent and its Restricted Subsidiaries taken as a whole, in
      one
      or more related transactions, to another Person, unless:


    
      
        
        

      

      
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    (1)           either
      (a) the Parent or the Company, as applicable, is the surviving corporation;
      or
      (b) the Person formed by or surviving any such consolidation or merger (if
      other
      than the Company or the Parent) or to which such sale, assignment, transfer,
      lease, conveyance or other disposition has been made is a corporation organized
      or existing under the laws of Canada, any province thereof, the United States,
      any state of the United States or the District of Columbia;

    


    (2)           the
      Person formed by or surviving any such consolidation or merger (if other than
      the Company or the Parent, as applicable) or the Person to which such sale,
      assignment, transfer, lease, conveyance or other disposition has been made
      assumes all the obligations of the  Company or the Parent, as
      applicable, under the Notes, this Indenture, the Registration Rights Agreement,
      the Parent’s Guarantee and the Collateral Agreements, as applicable, pursuant to
      agreements reasonably satisfactory to the Trustee and the Collateral Agent,
      as
      applicable (it being agreed that if the Company is merged into the Parent,
      the
      Parent must assume all such obligations of the Company);

    


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

    


    (4)           except
      with respect to a transaction solely between the Parent, the Company and/or
      any
      Subsidiary Guarantor, either (a) the Parent or the Person formed by or surviving
      any such consolidation or merger (if other than the Parent), or to which such
      sale, assignment, transfer, lease, conveyance or other disposition has been
      made
      will, on the date of such transaction after giving pro-forma effect
      thereto and any related financing transactions as if the same had occurred
      at
      the beginning of the applicable four-quarter period, be permitted to incur
      at
      least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
      Ratio test set forth in Section 4.09(a) hereof, or (b) the Fixed Charge Coverage
      Ratio of the Parent or the surviving or transferee entity, as applicable, after
      giving pro-forma effect to such transaction, is greater than or equal
      to the Parent’s Fixed Charge Coverage Ratio immediately prior to such
      transaction; and

    


    (5)           the
      Company or the Parent shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel in a form satisfactory to the Trustee,
      each stating that such consolidation, merger or disposition and such
      Supplemental Indenture (if any) comply with this Indenture.

    


    Section
      5.02           Successor
      Corporation Substituted.

    


    Upon
      any
      consolidation or merger, or any sale, assignment, transfer, lease, conveyance
      or
      other disposition of all or substantially all of the properties or assets of
      the
      Parent, the Company or the Parent’s Restricted Subsidiaries in a transaction
      that is subject to, and that complies with the provisions of, Section 5.01
      hereof, the successor Person formed by such consolidation or into or with which
      the Parent or the Company is or are merged or to which such sale, assignment,
      transfer, lease, conveyance or other disposition is made shall succeed to,
      and
      be substituted for (so that from and after the date of such consolidation,
      merger, sale, assignment, transfer, lease, conveyance or other disposition,
      the
      provisions of this Indenture referring to the “Company” or the “Parent”, as
      applicable, shall refer instead to the successor Person and not to the Company
      or the Parent), and may exercise every right and power of the Company or the
      Parent under this Indenture with the same effect as if such successor Person
      had
      been named as the Company or the Parent herein; provided, however, that
      the predecessor Company or Parent shall not be relieved from the obligation
      to
      pay the principal of and interest on the Notes except in the case of a sale
      of
      all of the assets of the Parent and its Restricted Subsidiaries, taken as a
      whole, in a transaction that is subject to, and that complies with the
      provisions of, Section 5.01 hereof.


    
      
        
        

      

      
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    ARTICLE
      6

    DEFAULTS
      AND REMEDIES

    


    Section
      6.01           Events
      of Default.

    


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

    


    (1)           default
      for 30 days in the payment when due of interest on the Notes;

    


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

    


    (3)           failure
      by the Parent or the Company, as applicable,  to comply with the
      provisions of Section 3.09, 4.10, 4.15 or Article 5 hereof;

    


    (4)           failure
      by the Parent or any of its Restricted Subsidiaries to comply for 30 days after
      receipt of written notice from the Trustee or the Holders of at least 25% in
      aggregate principal amount of the Notes to comply with Section 4.07, 4.08,
      4.09,
      4.11, 4.12, 4.13, 4.17 or 4.19 hereof;

    


    (5)           failure
      by the Company or the Parent, as applicable, for 60 days after notice from
      the
      Trustee or the Holders of 25% in aggregate principal amount of the Notes
      outstanding to comply with any of the other agreements in this Indenture or
      the
      Collateral Agreements (or 120 days with respect to Section 4.03
      hereof);

    


    (6)           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 Parent or any of its Restricted Subsidiaries (or the payment of which
      is
      guaranteed by the Parent 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 the
      documents governing such Indebtedness on the date of such default (a
“Payment Default”); or

    


    (B)           results
      in the acceleration of such Indebtedness prior to its final Stated
      Maturity,

    


    and,
      in
      each case, the principal amount of any such Indebtedness, together with the
      principal amount of any other such Indebtedness under which there has been
      a
      Payment Default or the maturity of which has been so accelerated, aggregates
      $5.0 million or more;

    


    (7)           failure
      by the Parent or any of its Restricted Subsidiaries to pay final judgments
      aggregating in excess of $5.0 million, which judgments are not paid, discharged
      or stayed (including a stay pending appeal) for a period of 60 days after the
      date of such final judgment (or, if later, the date when payment is due pursuant
      to such judgment);

    


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


    
      
        
        

      

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

    


    (A)           commences
      a voluntary case,

    


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

    


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

    


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

    


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

    


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

    


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

    


    (B)           appoints
      a custodian of the Company, the Parent or any of its Restricted Subsidiaries
      that is a Significant Subsidiary or any group of Restricted Subsidiaries of
      the
      Parent that, taken together, would constitute a Significant Subsidiary or for
      all or substantially all of the property of the Company, the Parent or any
      of
      its Restricted Subsidiaries that is a Significant Subsidiary or any group of
      Restricted Subsidiaries of the Parent that, taken together, would constitute
      a
      Significant Subsidiary; or

    


    (C)           orders
      the liquidation of the Company, the Parent or any of its Restricted Subsidiaries
      that is a Significant Subsidiary or any group of Restricted Subsidiaries of
      the
      Parent that, taken together, would constitute a Significant
      Subsidiary;

    


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

    


    (11)          
      except as provided in this Indenture or any Collateral Agreement, any Collateral
      Agreement ceases to be in full force and effect in all material respects, or
      ceases to give the Collateral Agent the Liens, rights, powers and privileges
      purported to be created thereby in all material respects.

    


    Section
      6.02           Acceleration.

    


    In
      the
      case of an Event of Default specified in clause (9) or (10) of Section 6.01
      hereof, with respect to the Company, the Parent, any Restricted Subsidiary
      of
      the Parent that is a Significant Subsidiary or any group of Subsidiaries of
      the
      Parent that, taken together, would constitute a Significant Subsidiary, all
      outstanding Notes will become due and payable immediately without further action
      or notice.  If any other Event of Default occurs and is continuing,
      the Trustee or the Holders of at least 25% in aggregate principal amount of
      the
      then outstanding Notes may declare all the Notes to be due and payable
      immediately.  Upon any such declaration, the Notes shall become due
      and payable immediately.


    
      
        
        

      

      
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    The
      Holders of at least a majority in aggregate principal amount of the
      then-outstanding Notes by written notice to the Trustee may, on behalf of the
      Holders, rescind an acceleration and its consequences, if the rescission would
      not conflict with any judgment or decree and if all existing Events of Default
      (except nonpayment of principal, interest or premium that has become due solely
      because of the acceleration) has been cured or waived.

    


    Section
      6.03           Other
      Remedies.

    


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

    


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

    


    Section
      6.04           Waiver
      of Past Defaults.

    


    The
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding, by notice to the Trustee, may, on behalf of the Holders of all
      of
      the Notes, waive any past Default or Event of Default and its consequences
      under
      this Indenture, except a continuing Default or Event of Default in the payment
      of principal of, or interest or premium, if any, on the Notes or in respect
      of a
      covenant that cannot be amended without the consent of each
      Holder.  Upon any such waiver, such Default shall cease to exist, and
      any Event of Default arising therefrom shall be deemed to have been cured for
      every purpose of this Indenture; but no such waiver shall extend to any
      subsequent or other Default or impair any right consequent thereon.

    


    Section
      6.05           Control
      by Majority.

    


    Subject
      to Section 2.08, the Intercreditor Agreement and applicable law, Holders of
      a
      majority in aggregate principal amount of the then outstanding Notes may direct
      the time, method and place of conducting any proceeding for exercising any
      remedy available to the Trustee or exercising any trust or power conferred
      on
      it.  However, the Trustee or the Collateral Agent may refuse to follow
      any direction that conflicts with law or this Indenture or that the Trustee
      or
      the Collateral Agent determines may be unduly prejudicial to the rights of
      other
      Holders of Notes or that may involve the Trustee or Collateral Agent in personal
      liability.

    


    Section
      6.06           Limitation
      on Suits.

    


    Except
      to
      enforce the right to receive payment of principal, interest or premium, if
      any,
      when due, no Holder of a Note may pursue any remedy with respect to this
      Indenture or the Notes unless:


    
      
        
        

      

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

    


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

    


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

    


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

    


    (5)           Holders
      of a majority in aggregate principal amount of the then outstanding Notes have
      not given the Trustee or the Collateral Agent a direction inconsistent with
      such
      request within such 60-day period.

    


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

    


    Section
      6.07           Rights
      of Holders of Notes to Receive Payment.

    


    Notwithstanding
      any other provision of this Indenture, the right of any Holder of a Note to
      receive payment of principal, premium, if any, and interest on the Note, on
      or
      after the respective due dates expressed in the Note (including in connection
      with an offer to purchase), or to bring suit for the enforcement of any such
      payment on or after such respective dates, shall not be impaired or affected
      without the consent of such Holder; provided that a Holder shall not
      have the right to institute any such suit for the enforcement of payment if
      and
      to the extent that the institution or prosecution thereof or the entry of
      judgment therein would, under applicable law, result in the surrender,
      impairment, waiver or loss of the Lien of this Indenture upon any property
      subject to such Lien.

    


    Section
      6.08           Collection
      Suit by Trustee.

    


    Subject
      to the Intercreditor Agreement, if an Event of Default specified in Sections
      6.01(1) or (2) hereof occurs and is continuing, each of the Trustee and the
      Collateral Agent may recover judgment (i) in its own name and (ii)(x) in the
      case of the Trustee, as trustee of an express trust or (y) in the case of the
      Collateral Agent, as collateral agent on behalf of each of the Holders, in
      each
      case against the Company or any other obligor on the Notes for the whole amount
      of principal of, premium, if any, and interest remaining unpaid on, the Notes
      and interest on overdue principal and, to the extent lawful, interest and such
      further amount as shall be sufficient to cover the costs and expenses of
      collection, including the reasonable compensation, expenses, disbursements
      and
      advances of the Trustee, the Collateral Agent and their respective agents and
      counsel and any other amounts due the Trustee or the Collateral Agent under
      the
      Indenture Documents.

    


    Section
      6.09           Trustee
      May File Proofs of Claim.

    


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


    
      
        
        

      

      
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    Section
      6.10           Priorities.

    


    Subject
      to the Intercreditor Agreement, if the Trustee or the Collateral Agent collects
      any money pursuant to this Article 6, it shall pay out the money in the
      following order:

    


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

    


    Second:           to
      Holders of Notes 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 to such party as a court of competent jurisdiction shall
      direct.

    


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

    


    Section
      6.11           Undertaking
      for Costs.

    


    In
      any
      suit for the enforcement of any right or remedy under this Indenture or in
      any
      suit against the Trustee or the Collateral Agent for any action taken or omitted
      by it as a trustee or collateral agent, 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 or the Collateral Agent, a suit by a Holder of a Note pursuant to
      Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate
      principal amount of the then outstanding Notes.


    
      
        
        

      

      
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    Section
      6.12           Restoration
      of Rights and Remedies.

    


    If
      the
      Trustee, the Collateral Agent or any Holder has instituted any proceedings
      to
      enforce any right or remedy under this Indenture and such proceeding has been
      discontinued or abandoned for any reason, or has been determined adversely
      to
      the Trustee, the Collateral Agent or to such Holder, then and in every such
      case, subject to any determination in such proceeding, the Company, the Trustee,
      the Collateral Agent and the Holders shall be restored severally and
      respectively to their former positions hereunder and thereafter all rights
      and
      remedies of the Trustee, the Collateral Agent and the Holders shall continue
      as
      though no such proceeding has been instituted.

    


    Section
      6.13           Rights
      and Remedies Cumulative.

    


    Except
      as
      otherwise provided with respect to the replacement or payment of mutilated,
      destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein
      conferred upon or reserved to the Trustee, the Collateral Agent or to the
      Holders is intended to be exclusive of any other right or remedy, and every
      right and remedy shall, to the extent permitted by law, be cumulative and
      addition to every other right and remedy given hereunder or now or hereafter
      existing at law or in equity or otherwise.  The assertion or
      employment of any right or remedy hereunder, or otherwise, shall not prevent
      the
      concurrent assertion or employment of any other appropriate right or
      remedy.

    


    Section
      6.14           Delay
      or Omission not Waiver.

    


    No
      delay
      or omission of the Trustee or the Collateral Agent or of any Holder of any
      Note
      to exercise any right or remedy accruing upon any Event of Default shall impair
      any such right or remedy or constitute a waiver of any such Event of Default
      or
      in acquiescence therein, to the extent permitted by law.  Every right
      and remedy given by this Article or by law to the Trustee or the Collateral
      Agent or to the Holders may be exercised from time to time, and as often as
      may
      be deemed expedient, by the Trustee or the Collateral Agent or by the Holders,
      as the case may be.

    


    ARTICLE
      7

    TRUSTEE AND
      COLLATERAL AGENT

    


    Section
      7.01           Duties
      of Trustee and Collateral Agent.

    


    (a)           If
      an Event of Default has occurred and is continuing, the Trustee and Collateral
      Agent will exercise such of the rights and powers vested in it by this Indenture
      or any Collateral Agreement, and use the same degree of care and skill in its
      exercise, as a prudent person would exercise or use under the circumstances
      in
      the conduct of such person’s own affairs.  All provisions of this
      Article Seven applicable to the Trustee shall also apply to the Collateral
      Agent, whether or not a provision expressly so states.

    


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

    


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

    


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


    
      
        
        

      

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

    


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

    


    (2)           neither
      the Trustee nor the Collateral Agent will be liable for any error of judgment
      made in good faith by a Responsible Officer, unless it is proved that the
      Trustee or the Collateral Agent was negligent in ascertaining the pertinent
      facts; and

    


    (3)           neither
      the Trustee nor the Collateral Agent will be liable with respect to any action
      it takes or omits to take in good faith in accordance with a direction received
      by it pursuant to Section 6.05 hereof.

    


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

    


    (e)           No
      provision of this Indenture or any Collateral Agreement will require the Trustee
      or the Collateral Agent  to expend or risk its own funds or incur any
      liability.

    


    (f)           Neither
      the Trustee nor the Collateral Agent will be liable for interest on any money
      received by it except as the Trustee or the Collateral Agent may agree in
      writing with the Company.  Money held in trust by the Trustee or the
      Collateral Agent need not be segregated from other funds except to the extent
      required by law.

    


    Section
      7.02           Rights
      of Trustee and Collateral Agent.

    


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

    


    (b)           Before
      the Trustee or the Collateral Agent acts or refrains from acting, it may require
      an Officers’ Certificate or an Opinion of Counsel or both.  Neither
      the Trustee nor the Collateral Agent will be liable for any action it takes
      or
      omits to take in good faith in reliance on such Officers’ Certificate or Opinion
      of Counsel.  The Trustee or the Collateral Agent may consult with
      counsel and the written advice of such counsel or any Opinion of Counsel will
      be
      full and complete authorization and protection from liability in respect of
      any
      action taken, suffered or omitted by it hereunder in good faith and in reliance
      thereon.

    


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

    


    (d)           Neither
      the Trustee nor the Collateral Agent will be liable for any action it takes
      or
      omits to take in good faith that it believes to be authorized or within the
      rights or powers conferred upon it by this Indenture or any Collateral
      Agreement.


    
      
        
        

      

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

    


    (f)           Neither
      the Trustee nor the Collateral Agent will be under any obligation to exercise
      any of the rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders unless such Holders have offered to the Trustee
      and the Collateral Agent reasonable indemnity or security against the losses,
      liabilities and expenses that might be incurred by it in compliance with such
      request or direction.

    


    (g)          
      Neither the  Trustee nor the Collateral Agent shall be deemed to have
      notice or be charged with knowledge of any Default or Event of Default unless
      a
      Responsible Officer of the Trustee or the Collateral Agent shall have actual
      knowledge thereof or the Trustee or the Collateral Agent shall have received
      from the Company, any Guarantor or any other obligor upon the Notes or from
      any
      Holder written notice thereof at its address set forth in Section 11.02 hereof,
      and such notice references the Notes and this Indenture.

    


    (h)          
      The rights, privileges, protections, immunities and benefits given to the
      Trustee or the Collateral Agent, including its right to be indemnified, are
      extended to, and shall be enforceable by, the Trustee or the Collateral Agent
      in
      each of its capacities hereunder, and each agent, custodian and other Person
      employed to act hereunder.

    


    (i)          
      The Trustee or the Collateral Agent may from time to time request that the
      Company deliver an Officers’ Certificate setting forth the names of individuals
      and/or titles of officers authorized at such time to take specified actions
      pursuant to this Indenture or any Collateral Agreement, which Officers’
Certificate may be signed by any persons authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
      certificate previously delivered and not superseded.

    


    (j)          
      The permissive right of the Trustee or the Collateral Agent to take any action
      under this Indenture or any Collateral Agreement shall not be construed as
      a
      duty to so act.

    


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

    


    Section
      7.03           Individual
      Rights of Trustee and Collateral Agent.

    


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

    


    Section
      7.04           Trustee’s
      and Collateral Agent’s Disclaimers.

    


    (a)           Neither
      the Trustee nor the Collateral Agent will be responsible for and makes no
      representation as to the validity or adequacy of this Indenture or the Notes,
      they shall not be accountable for the Company’s use of the proceeds from the
      Notes or any money paid to the Company or upon the Company’s direction under any
      provision of this Indenture, they will not be responsible for the use or
      application of any money received by any Paying Agent (other than itself as
      Paying Agent), and they will not be responsible for any statement or recital
      herein or any statement in the Notes, the Guarantees or any Collateral
      Agreements or any other document in connection with the sale of the Notes or
      pursuant to this Indenture other than the Trustee’s certificate of
      authentication.


    
      
        
        

      

      
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    (b)           Beyond
      the exercise of reasonable care in the custody thereof and the fulfillment
      of
      its obligations under this Indenture and the Collateral Agreements, neither
      the
      Trustee nor the Collateral Agent shall have a duty as to any Collateral in
      its
      possession or control or in the possession or control of any agent or bailee
      or
      any income thereon or as to preservation of rights against prior parties or
      any
      other rights pertaining thereto. Each of the Trustee and the Collateral Agent
      shall be deemed to have exercised reasonable care in the custody of the
      Collateral in its possession if the Collateral is accorded treatment
      substantially equal to that which it accords its own property.

    


    (c)           Neither
      the Trustee nor the Collateral Agent makes any representation as to and shall
      not be responsible for the existence, genuineness, value, sufficiency or
      condition of any of the Collateral or as to the security afforded or intended
      to
      be afforded thereby, hereby or by any Collateral Agreement, or for the validity,
      perfection, priority or enforceability of the Liens or security interests in
      any
      of the Collateral created or intended to be created by any of the Collateral
      Agreements, whether impaired by operation of law or by reason of any action
      or
      omission to act on its part hereunder, except to the extent such action or
      omission constitutes negligence or willful misconduct on the part of the Trustee
      or the Collateral Agent, for the validity or sufficiency of the Collateral,
      any
      Collateral Agreements or any agreement or assignment contained in any thereof,
      for the validity of the title of the Company or any Guarantor to the Collateral,
      for insuring the Collateral or for the payment of taxes, charges, assessments
      or
      Liens upon the Collateral or otherwise as to the maintenance of the Collateral.
      Neither the Trustee nor the Collateral Agent shall have any duty to ascertain
      or
      inquire as to the performance or observance of any of the terms of this
      Indenture or any Collateral Agreement by the Company or any other Person that
      is
      a party thereto or bound thereby.

    


    Section
      7.05           Notice
      of Defaults.

    


    If
      a
      Default or Event of Default occurs and is continuing and if a Responsible
      Officer of the Trustee has actual knowledge thereof or has received written
      notice thereof from the Company or any Holder, the Trustee will mail to Holders
      of Notes a notice of the Default or Event of Default within 90 days after it
      occurs.  Except in the case of a Default or Event of Default in
      payment of principal of, premium, if any, or interest on, any Note, the Trustee
      may withhold the notice if and so long as a committee of its Responsible
      Officers in good faith determines that withholding the notice is in the
      interests of the Holders of the Notes.

    


    Section
      7.06           Reports
      by Trustee to Holders of the Notes.

    


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

    


    (b)          
      Within 90 days after the time of the release, or release and substitution of
      Collateral, the Trustee will deliver to the Holders any report that may be
      required by TIA § 313(b)(1).


    
      
        
        

      

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

    


    Section
      7.07           Compensation
      and Indemnity.

    


    (a)           The
      Company will pay to the Trustee and the Collateral Agent from time to time
      reasonable compensation for their acceptance of this Indenture and services
      hereunder.  The Trustee’s and the Collateral Agent’s compensation will
      not be limited by any law on compensation of a Trustee of an express
      trust.  The Company will reimburse the Trustee and the Collateral
      Agent promptly upon request for all reasonable disbursements, advances and
      expenses incurred or made by them in addition to the compensation for their
      services.  Such expenses will include the reasonable compensation,
      disbursements and expenses of the Trustee’s and the Collateral Agent’s
      respective agents and counsel.

    


    (b)           The
      Company and the Guarantors will indemnify the Trustee and the Collateral Agent
      against any and all losses, liabilities or expenses incurred by them arising
      out
      of or in connection with the acceptance or administration of their duties under
      this Indenture and any Collateral Agreement, including the costs and expenses
      of
      enforcing this Indenture and any Collateral Agreement against the Company and
      the Guarantors (including this Section 7.07) and defending themselves against
      any claim (whether asserted by the Company, the Guarantors, any Holder or any
      other Person) or liability in connection with the exercise or performance of
      any
      of its powers or duties hereunder, except to the extent any such loss, liability
      or expense may be attributable to its gross negligence or bad
      faith.  The Trustee and the Collateral Agent will notify the Company
      promptly of any claim for which it may seek indemnity.  Failure by the
      Trustee or the Collateral Agent so to notify the Company will not relieve the
      Company or any of the Guarantors of their obligations hereunder.  The
      Company or such Guarantor will defend the claim and the Trustee and the
      Collateral Agent will cooperate in the defense.  The Trustee and the
      Collateral Agent may have separate counsel and the Company will pay the
      reasonable fees and expenses of such counsel.  Neither the Company nor
      any Guarantor need pay for any settlement made without its consent, which
      consent will not be unreasonably withheld.

    


    (c)           The
      obligations of the Company and the Guarantors under this Section 7.07 will
      survive the satisfaction and discharge of this Indenture.

    


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

    


    (e)           When
      the Trustee incurs expenses or renders services after an Event of Default
      specified in Section 6.01(9) or (10) hereof occurs, the expenses and the
      compensation for the services (including the fees and expenses of its agents
      and
      counsel) are intended to constitute expenses of administration under any
      Bankruptcy Law.

    


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

    


    Section
      7.08           Replacement
      of Trustee or Collateral Agent.

    


    (a)           A
      resignation or removal of the Trustee and appointment of a successor Trustee
      will become effective only upon the successor Trustee’s acceptance of
      appointment as provided in this Section 7.08.  References to the
      Trustee in this Section 7.08 shall include the Trustee in its role as Collateral
      Agent.


    
      
        
        

      

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

    


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

    


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

    


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

    


    (4)           the
      Trustee becomes incapable of acting.

    


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

    


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

    


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

    


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

    


    Section
      7.09           Successor
      Trustee or Collateral Agent by Merger, etc.

    


    If
      the
      Trustee or Collateral Agent consolidates, merges or converts into, or transfers
      all or substantially all of its corporate trust business to, another
      corporation, the successor corporation without any further act will be the
      successor Trustee or Collateral Agent.

    


    Section
      7.10           Eligibility;
      Disqualification.

    


    There
      will at all times be a Trustee hereunder that is a corporation organized and
      doing business under the laws of the United States of America or of any state
      thereof that is authorized under such laws to exercise corporate trustee power,
      that is subject to supervision or examination by federal or state authorities
      and that has a combined capital and surplus of at least $100.0 million as set
      forth in its most recent published annual report of condition.


    
      
        
        

      

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

    


    Section
      7.11           Preferential
      Collection of Claims Against Company.

    


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

    


    ARTICLE
      8

    LEGAL
      DEFEASANCE AND COVENANT DEFEASANCE

    


    Section
      8.01           Option
      to Effect Legal Defeasance or Covenant Defeasance.

    


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

    


    Section
      8.02           Legal
      Defeasance and Discharge.

    


    Upon
      the
      Company’s exercise under Section 8.01 hereof of the option applicable to this
      Section 8.02, the Company and each of the Guarantors will, subject to the
      satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
      to
      have been discharged from their obligations with respect to all outstanding
      Notes (including the Guarantees) on the date the conditions set forth below
      are
      satisfied (herein, “Legal Defeasance”).  For this purpose,
      Legal Defeasance means that the Company and the Guarantors will be deemed to
      have paid and discharged the entire Indebtedness represented by the outstanding
      Notes (including the Guarantees), which will thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 hereof and the other
      Sections of this Indenture referred to in clauses (1) and (2) below, and to
      have
      satisfied all their other obligations under such Notes, the Guarantees and
      this
      Indenture (and the Trustee, on demand of and at the expense of the Company,
      shall execute proper instruments acknowledging the same), except for the
      following provisions which will survive until otherwise terminated or discharged
      hereunder:

    


    (1)           the
      rights of Holders of outstanding Notes to receive payments in respect of the
      principal of, or interest or premium, if any, on, such Notes when such payments
      are due from the trust referred to in Section 8.05 hereof;

    


    (2)           the
      Company’s obligations with respect to such Notes under Article 2 and Section
      4.02 hereof;

    


    (3)           the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the
      Company’s and the Guarantors’ obligations in connection therewith;
      and

    


    (4)           this
      Article 8.


    
      
        
        

      

      
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    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 Parent, the Company and each of the Subsidiary Guarantors
      will, subject to the satisfaction of the conditions set forth in Section 8.04
      hereof, be released from each of their obligations under the covenants contained
      in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17,
      4.18, and 4.19 hereof, clause (4) of Section 5.01 hereof and Article 13 hereof
      with respect to the outstanding Notes on and after the date the conditions
      set
      forth in Section 8.04 hereof are satisfied (herein, “Covenant
      Defeasance”), and the Notes will 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
      will continue to be deemed “outstanding” for all other purposes
      hereunder.  For this purpose, Covenant Defeasance means that, with
      respect to the outstanding Notes and Guarantees, the Parent, the Company and
      the
      Guarantors may omit to comply with and will 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 will not constitute a
      Default or an Event of Default under Section 6.01 hereof, but, except as
      specified above, the remainder of this Indenture and such Notes and Guarantees
      will be unaffected thereby.  In addition, upon the Company’s exercise
      under Section 8.01 hereof of the option applicable to this Section 8.03, subject
      to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
      6.01(3) through 6.01(8) hereof and 6.01(11) hereof will not constitute Events
      of
      Default.

    


    Section
      8.04           Conditions
      to Legal or Covenant Defeasance.

    


    In
      order
      to exercise either Legal Defeasance or Covenant Defeasance under either Section
      8.02 or 8.03 hereof:

    


    (1)           the
      Company must irrevocably deposit with the Trustee, in trust, for the benefit
      of
      the Holders, cash in U.S. dollars, Government Securities, or a combination
      thereof, in such 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 thereof 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 an election under Section 8.02 hereof, 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
      will be subject to federal income tax on the same amounts, in the same manner
      and at the same times as would have been the case if such Legal Defeasance
      had
      not occurred;


    
      
        
        

      

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

    


    (4)           no
      Default or Event of Default has occurred and is continuing on the date of such
      deposit (other than a Default or Event of Default resulting from the borrowing
      of funds to be applied to such deposit);

    


    (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
      this Indenture) to which the Parent, the Company or any of the Subsidiary
      Guarantors is a party or by which the Company or any of the Guarantors is
      bound;

    


    (6)   the
      Company must
      deliver to the Trustee an Opinion of Counsel to the effect that after the 91st
      day following the deposit (or, if any Holder or Beneficial Owner of Notes is
      an
      insider of the Company, such later date as counsel may specify in such opinion),
      the trust funds will not be subject to the effect of Section 547 of the Federal
      Bankruptcy Code;

    


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

    


    (8)           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
      Money and Government Securities to be Held in Trust; Other Miscellaneous
      Provisions.

    


    Subject
      to Section 8.06 hereof, all money and 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 will be held in
      trust
      and applied by the Trustee, in accordance with the provisions of such Notes
      and
      this Indenture, to the payment, either directly or through any Paying Agent
      (including the Company acting as Paying Agent) as the Trustee may determine,
      to
      the Holders of such Notes of all sums due and to become due thereon in respect
      of principal, premium, if any, and interest, but such money need not be
      segregated from other funds except to the extent required by law.

    


    The
      Company will pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the cash or 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.


    
      
        
        

      

      
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    Notwithstanding
      anything in this Article 8 to the contrary, the Trustee will deliver or pay
      to
      the Company from time to time upon the request of the Company any money or
      Government Securities held by it as provided in Section 8.04 hereof which,
      in
      the opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee (which
      may
      be the opinion delivered under Section 8.04(1) hereof), are in excess of the
      amount thereof that would then be required to be deposited to effect an
      equivalent Legal Defeasance or Covenant Defeasance.

    


    Section
      8.06           Repayment
      to Company.

    


    Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company,
      in
      trust for the payment of the principal of, premium, if any, or interest on,
      any
      Note and remaining unclaimed for two years after such principal, premium, if
      any, or interest has become due and payable shall be paid to the Company on
      its
      request or (if then held by the Company) will be discharged from such trust;
      and
      the Holder of such Note will thereafter be permitted to look only to the Company
      for payment thereof, and all liability of the Trustee or such Paying Agent
      with
      respect to such trust money, and all liability of the Company as trustee
      thereof, will 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 or
      The
      Wall Street Journal, notice that such money remains unclaimed and that, after
      a
      date specified therein, which will not be less than 30 days from the date of
      such notification or publication, any unclaimed balance of such money then
      remaining will be repaid to the Company.

    


    Section
      8.07           Reinstatement.

    


    If
      the
      Trustee or Paying Agent is unable to apply any U.S. dollars or Government
      Securities in accordance with this Article 8 by reason of any order or judgment
      of any court or governmental authority enjoining, restraining or otherwise
      prohibiting such application, then the Company’s and the Guarantors’ obligations
      under this Indenture and the Notes and the Guarantees will 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
      money in accordance with this Article 8; provided, however, that, if
      the Company makes any payment of principal of, premium, if any, or interest
      on,
      any Note following the reinstatement of its obligations, the Company will be
      subrogated to the rights of the Holders of such Notes to receive such payment
      from the money held by the Trustee or Paying Agent.

    


    ARTICLE
      9

    AMENDMENT,
      SUPPLEMENT AND WAIVER

    


    Section
      9.01           Without
      Consent of Holders of Notes.

    


    Notwithstanding
      Section 9.02 of this Indenture, from time to time the Company, the Guarantors,
      the Trustee and, if such amendment, modification, waiver or supplement relates
      to any Collateral Agreement, the Collateral Agent, without the consent of the
      Holders, may amend, modify or supplement this Indenture, the Notes, the
      Guarantees and the Collateral Agreements:

    


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

    


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


    
      
        
        

      

      
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    (3)           to
      provide for the assumption of the Company’s or the Parent’s obligations to the
      Holders of the Notes in the case of a merger or consolidation or sale of all
      of
      the Parent’s properties or assets;

    


    (4)           to
      make any change that would provide any additional rights or benefits to the
      Holders of the Notes or that does not adversely affect the legal rights of
      any
      Holder under this Indenture, the Notes, the Guarantees or any Collateral
      Agreement, provided that any change to conform this Indenture, the
      Notes, the Collateral Agreements or the Guarantees to any provision of the
      “Description of Notes” section of the Offering Circular will not be deemed to
      adversely affect the legal rights under this Indenture of any
      Holder;

    


    (5)          
      in connection with any addition or release of Collateral permitted under the
      terms of this Indenture or the Collateral Agreements;

    


    (6)           to
      provide for the issuance of Additional Notes in accordance with the limitations
      set forth in this Indenture and for the securing of such Notes by the Collateral
      Agreements;

    


    (7)           to
      add any additional Subsidiary Guarantor or to evidence the release of any
      Subsidiary Guarantor from its Guarantee, in each case in accordance with the
      terms of this Indenture;

    


    (8)           to
      comply with requirements of the SEC to effect or maintain qualifications of
      this
      Indenture under the TIA; or

    


    (9)          
      to evidence or provide for acceptance of appointment of a successor Trustee
      or
      Collateral Agent.

    


    Upon
      the
      request of the Company accompanied by a resolution of its Board of Directors
      authorizing the execution of any such amended or supplemental indenture, and
      upon receipt by the Trustee or the Collateral Agent, as applicable, of the
      documents described in Section 7.02(b) hereof, the Trustee or the Collateral
      Agent, as applicable, will join with the Company and the Guarantors in the
      execution of any amended or supplemental indenture authorized or permitted
      by
      the terms of this Indenture and to make any further appropriate agreements
      and
      stipulations that may be therein contained, but neither the Trustee nor the
      Collateral Agent will be obligated to enter into such amended or supplemental
      indenture that affects its own rights, duties or immunities under this Indenture
      or otherwise.

    


    Section
      9.02           With
      Consent of Holders of Notes.

    


    Except
      as
      provided below in this Section 9.02, the Company and the Trustee and the
      Collateral Agent, as applicable, may amend or supplement this Indenture, the
      Notes and the Guarantees 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 tender offer or exchange
      offer for, or purchase of, Notes), and, subject to Sections 6.04 and 6.07
      hereof, any existing Default or Event of Default (other than a Default or Event
      of Default in the payment of the principal of, premium, if any, or interest
      on,
      the Notes, except a payment default resulting from an acceleration that has
      been
      rescinded) or compliance with any provision of this Indenture, the Notes, the
      Collateral Agreements or the Guarantees may be waived, with the consent of
      the
      Holders of a majority in aggregate principal amount of the then outstanding
      Notes voting as a single class (including, without limitation, consents obtained
      in connection with a tender offer or exchange offer for, or purchase of,
      Notes). Section 2.08 and Section 2.09 hereof
      shall determine which Notes are considered to be “outstanding” for purposes of
      this Section 9.02.  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):


    
      
        
        

      

      
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    (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 or waive
      any
      of the provisions with respect to the redemption or repurchase of the Notes
      (other than the provisions of Sections 3.09, 4.10 and 4.15 hereof);

    


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

    


    (4)           waive
      a Default or Event of Default in the payment of principal of, or interest or
      premium, if any, on, the Notes (except, in connection with a rescission of
      acceleration of the Notes by the Holders of at least a majority in principal
      amount of the Notes, a waiver of any 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 this 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 or repurchase payment with respect to any Note (other than a
      payment required by Sections 3.09, 4.10 or 4.15 hereof);

    


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

    


    (9)           release
      all or substantially all of the Collateral from the Liens created pursuant
      to
      the Collateral Agreements otherwise than in accordance with this Indenture
      or
      the Collateral Agreements; or

    


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

    


    Section
      9.03           Compliance
      with Trust Indenture Act.

    


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

    


    Section
      9.04           Revocation
      and Effect of Consents.

    


    Until
      an
      amendment, supplement or waiver becomes effective, a consent to it by a Holder
      of a Note is a continuing consent by the Holder of a Note and every subsequent
      Holder of a Note or portion of a Note that evidences the same debt as the
      consenting Holder’s Note, even if notation of the consent is not made on any
      Note.  However, any such Holder of a Note or subsequent Holder of a
      Note may revoke the consent as to its Note by written notice to the Trustee
      and
      the Company received before the date on which the Trustee, and if such
      amendment, waiver or supplement relates to any Collateral Agreement, the
      Collateral Agent, receives an Officers’ Certificate certifying that the Holders
      of the requisite principal amount of Notes have consented (and not theretofore
      revoked such consent) to the amendment, supplement or waiver.  An
      amendment, supplement or waiver becomes effective in accordance with its terms
      and thereafter binds every Holder.


    
      
        
        

      

      
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    The
      Company may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to consent to any amendment, supplement or
      waiver.  If a record date is fixed, then notwithstanding the
      provisions of the immediately preceding paragraph, those Persons who were
      Holders at such record date (or their duly designated proxies), and only those
      Persons, shall be entitled to consent to such amendment or waiver or to revoke
      any consent previously given, whether or not such Persons continue to be Holders
      after such record date.

    


    Section
      9.05           Notation
      on or Exchange of Notes.

    


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

    


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

    


    Section
      9.06           Trustee
      and Collateral Agent to Sign Amendments, etc.

    


    The
      Trustee and/or the Collateral Agent, as applicable, shall execute any amendment,
      supplement or waiver authorized pursuant to this Article Nine; provided that
      the
      Trustee or the Collateral Agent, as the case may be, may, but shall not be
      obligated to, execute any such amendment, supplement or waiver which adversely
      affects the rights, duties or immunities of the Trustee or the Collateral Agent,
      as the case may be, under this Indenture or any Collateral
      Agreement.  The Trustee or the Collateral Agent, as the case may be,
      shall be provided with, and shall be fully protected in relying upon, an Opinion
      of Counsel and an Officers’ Certificate each stating that the execution of any
      amendment, supplement or waiver authorized pursuant to this Article Nine is
      authorized or permitted by this Indenture.  Such Opinion of Counsel
      shall not be an expense of the Trustee or the Collateral Agent, as the case
      may
      be, and shall be paid for by the Company.

    


    ARTICLE
      10

    SATISFACTION
      AND DISCHARGE

    


    Section
      10.01           Satisfaction
      and Discharge.

    


    This
      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 in this Indenture),
      and all Guarantees and Liens created pursuant to the Collateral Agreements
      will
      be released, 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


    
      
        
        

      

      
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    (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,
      Government Securities, or a combination thereof, in such amounts as will be
      sufficient, without consideration of any reinvestment of interest, to pay and
      discharge the entire Indebtedness on the Notes not delivered to the Trustee
      for
      cancellation for principal, interest and premium, if any, 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 or will occur as a result of the deposit and the deposit will not result
      in a breach or violation of, or constitute a default under, any other material
      agreement or instrument to which the Parent or any of its Subsidiaries is a
      party or by which the Parent 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
      under this Indenture; and

    


    (4)           the
      Company has delivered irrevocable instructions to the Trustee under this
      Indenture to apply the deposited money toward the payment of the Notes at
      maturity or on the redemption date, as the case may be.

    


    In
      addition, the Company must deliver an Officers’ Certificate and an Opinion of
      Counsel to the Trustee stating that all conditions precedent to satisfaction
      and
      discharge have been satisfied.

    


    Notwithstanding
      the satisfaction and discharge of this Indenture, if money has been deposited
      with the Trustee pursuant to subclause (b) of clause (1) of this Section 10.01,
      the provisions of Sections 10.02 and 8.06 hereof will survive.  In
      addition, nothing in this Section 10.01 will be deemed to discharge those
      provisions of Section 7.07 hereof, that, by their terms, survive the
      satisfaction and discharge of this Indenture.

    


    Section
      10.02           Application
      of Trust Money.

    


    Subject
      to the provisions of Section 8.06 hereof, all money deposited with the Trustee
      pursuant to Section 10.01 hereof shall be held in trust and applied by it,
      in
      accordance with the provisions of the Notes and this Indenture, to the payment,
      either directly or through any Paying Agent (including the Company acting as
      its
      own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
      of the principal (and premium, if any) and interest for whose payment such
      money
      has been deposited with the Trustee; but such money need not be segregated
      from
      other funds except to the extent required by law.

    


    If
      the
      Trustee or Paying Agent is unable to apply any money or Government Securities
      in
      accordance with this Article 10 hereof by reason of any legal proceeding or
      by
      reason of any order or judgment of any court or governmental authority
      enjoining, restraining or otherwise prohibiting such application, the Company’s
      and any Guarantor’s obligations under this Indenture and the Notes shall be
      revived and reinstated as though no deposit had occurred pursuant to Section
      10.01 hereof; provided that if the Company has made any payment of
      principal of, premium, if any, or interest on, any Notes because of the
      reinstatement of its obligations, the Company shall be subrogated to the rights
      of the Holders of such Notes to receive such payment from the money or
      Government Securities held by the Trustee or Paying Agent.


    
      
        
        

      

      
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    ARTICLE
      11

    MISCELLANEOUS

    


    Section
      11.01           Trust
      Indenture Act Controls.

    


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

    


    Section
      11.02           Notices.

    


    Any
      notice or communication by the Company, any Guarantor or the Trustee to the
      others is duly given if in writing and delivered in Person or by first class
      mail (registered or certified, return receipt requested), facsimile transmission
      or overnight air courier guaranteeing next day delivery, to the others’
address:

    


    If
      to the
      Company and/or any Guarantor:

    


    GASTAR
      EXPLORATION USA, INC.

    1331
      Lamar Street, Suite 1080

    Houston,
      Texas 77010

    Attention:  Chief
      Financial Officer

    Fax:  713-739-0458

    


    


    If
      to the
      Trustee or the Collateral Agent:

    


    Wells
      Fargo Bank, National Association

    1445
      Ross
      Avenue, 2nd Floor

    Dallas,
      Texas 75202 2812

    Attention:
      Corporate Trust Services

    Fax:  214-777-4086

    


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

    


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

    


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

    


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


    
      
        
        

      

      
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    If
      the
      Company mails a notice or communication to Holders, it will mail a copy to
      the
      Trustee and the Collateral Agent at the same time.

    


    Notwithstanding
      any other provision of this Indenture or any Note, where this Indenture or
      any
      Note provides for notice of any event (including any notice of redemption)
      to a
      Holder of a Global Note (whether by mail or otherwise), such notice shall be
      sufficiently given if given to the Depositary for such Note (or its designee),
      pursuant to the customary procedures of such Depositary.

    


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

    


    Holders
      may communicate pursuant to TIA § 312(b) with other Holders with respect to
      their rights under this Indenture or the Notes.  The 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 any action under
      this Indenture or any other Indenture Document, the Company shall furnish to
      the
      Trustee or, if such action relates to a Collateral Agreement, the Collateral
      Agent:

    


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

    


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

    


    Section
      11.05           Statements
      Required in Certificate or Opinion.

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
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    Section
      11.06   Rules by Trustee and
      Agents.

    


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

    


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

    


    No
      director, officer, employee, incorporator or 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 the Guarantors under the Notes, this
      Indenture or the Guarantees or for any claim based on, in respect of, or by
      reason of, such obligations or their creation.  Each Holder 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.  The waiver may not be effective to waive liabilities under the
      federal securities laws.

    


    Section
      11.08           Governing
      Law.

    


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

    


    Section
      11.09           No
      Adverse Interpretation of Other Agreements.

    


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

    


    Section
      11.10           Successors.

    


    All
      agreements of the Company in this Indenture and the Notes will bind its
      successors.  All agreements of the Trustee in this Indenture will bind
      its successors.  All agreements of each Guarantor in this Indenture
      will bind its successors, except as otherwise provided in Section 12.07
      hereof.

    


    Section
      11.11           Severability.

    


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

    


    Section
      11.12           Counterpart
      Originals.

    


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

    


    Section
      11.13           Table
      of Contents, Headings, etc.

    


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


    
      
        
        

      

      
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    ARTICLE
      12

    GUARANTEES

    


    Section
      12.01           Guarantee.

    


    (a)           Subject
      to this Article 12, each of the Guarantors hereby, jointly and severally,
      unconditionally guarantees to each Holder of a Note authenticated and delivered
      by the Trustee and to the Trustee, the Collateral Agent and their respective
      successors and assigns, irrespective of the validity and enforceability of
      this
      Indenture, the Notes, the Collateral Agreements or the obligations of the
      Company hereunder or thereunder, that:

    


    (1)           the
      principal of, premium, if any, and interest on, the Notes will be promptly
      paid
      in full when due, whether at maturity, by acceleration, redemption or otherwise,
      and interest on the overdue principal of and interest on the Notes, if any,
      if
      lawful, and all other obligations of the Company to the Holders, the Trustee
      or
      the Collateral Agent hereunder or thereunder will be promptly paid in full
      or
      performed, all in accordance with the terms hereof and thereof; and

    


    (2)           in
      case of any extension of time of payment or renewal of any Notes or any of
      such
      other obligations, that same will be promptly paid in full when due or performed
      in accordance with the terms of the extension or renewal, whether at stated
      maturity, by acceleration or otherwise.

    


    Failing
      payment when due of any amount so guaranteed or any performance so guaranteed
      for whatever reason, the Guarantors will be jointly and severally obligated
      to
      pay the same immediately.  Each Guarantor agrees that this is a
      guarantee of payment and not a guarantee of collection.

    


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

    


    (c)           If
      any Holder, the Trustee or the Collateral Agent is required by any court or
      otherwise to return to the Company, the Guarantors or any custodian, trustee,
      liquidator or other similar official acting in relation to either the Company
      or
      the Guarantors, any amount paid by either to the Trustee, the Collateral Agent
      or such Holder, this Guarantee, to the extent theretofore discharged, will
      be
      reinstated in full force and effect.

    


    (d)           Each
      Guarantor further agrees that, as between the Guarantors, on the one hand,
      and
      the Holders, the Trustee and the Collateral Agent, on the other hand, (1) the
      maturity of the obligations guaranteed hereby may be accelerated as provided
      in
      Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay,
      injunction or other prohibition preventing such acceleration in respect of
      the
      obligations guaranteed hereby, and (2) in the event of any declaration of
      acceleration of such obligations as provided in Article 6 hereof, such
      obligations (whether or not due and payable) will forthwith become due and
      payable by the Guarantors for the purpose of this Guarantee.


    
      
        
        

      

      
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    Section
      12.02   Limitation on Guarantor
      Liability.

    


    Each
      Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
      it
      is the intention of all such parties that the Guarantee of such Guarantor not
      constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law,
      the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
      or
      any similar federal or state law to the extent applicable to any
      Guarantee.  To effectuate the foregoing intention, the Trustee, the
      Collateral Agent, the Holders and the Guarantors hereby irrevocably agree that
      the obligations of such Guarantor will be limited to the maximum amount that
      will, after giving effect to such maximum amount and all other contingent and
      fixed liabilities of such Guarantor that are relevant under such laws, and
      after
      giving effect to any collections from, rights to receive contribution from
      or
      payments made by or on behalf of any other Guarantor in respect of the
      obligations of such other Guarantor under this Article 12, result in the
      obligations of such Guarantor under its Guarantee not constituting a fraudulent
      transfer or conveyance.

    


    Section
      12.03           Execution
      and Delivery of Guarantee.

    


    To
      evidence its Guarantee set forth in Section 12.01 hereof, each Guarantor hereby
      agrees that a notation of such Guarantee substantially in the form attached
      as
      Exhibit E hereto will be signed by an Officer of such Guarantor (by manual
      or
      facsimile signature) on each Note authenticated and delivered by the Trustee
      and
      that this Indenture will be executed on behalf of such Guarantor by one of
      its
      Officers.

    


    Each
      Guarantor hereby agrees that its Guarantee set forth in Section 12.01 hereof
      will remain in full force and effect notwithstanding any failure to endorse
      on
      each Note a notation of such Guarantee.

    


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

    


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

    


    In
      the
      event that the Parent or any of its Restricted Subsidiaries creates or acquires
      any Domestic Subsidiary after the Issue Date, if required by Section 4.17
      hereof, the Parent will cause such Domestic Subsidiary to comply with the
      provisions of Section 4.17 hereof and this Article 12, to the extent
      applicable.

    


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

    


    Except
      as
      provided in Section 12.07, a Subsidiary Guarantor may not sell or otherwise
      dispose of all or substantially all of its assets to, or consolidate with or
      merge with or into (whether or not such Subsidiary Guarantor is the surviving
      Person) another Person, other than the Parent, the Company or another Subsidiary
      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 or merger (if other
      than the Subsidiary Guarantor) unconditionally assumes all the obligations
      of
      that Subsidiary Guarantor, pursuant to a supplemental indenture substantially
      in
      the form specified in this Indenture, under the Notes, this Indenture and its
      Guarantee on terms set forth herein; or


    
      
        
        

      

      
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    (b)           such
      sale or other disposition complies with Section 4.10 hereof.

    


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

    


    Section
      12.05           Contribution.

    


    In
      order
      to provide for just and equitable contribution among the Guarantors, the
      Guarantors agree, inter se, that each Guarantor that makes a payment or
      distribution under a Guarantee shall be entitled to a pro rata contribution
      from
      each other Guarantor hereunder based on the net assets of each other
      Guarantor.  The preceding sentence shall in no way affect the rights
      of the Holders of Notes to the benefits of this Indenture, the Notes or the
      Guarantees.

    


    Section
      12.06           Waiver
      of Subrogation.

    


    Each
      Guarantor agrees that it shall not be entitled to any right of subrogation
      in
      relation to the Holders in respect of any obligations guaranteed hereby until
      payment in full of all obligations guaranteed hereby.

    


    Section
      12.07           Releases.

    


    The
      Guarantee of a Subsidiary Guarantor and, subject to Sections 13.04, the Lien
      on
      a Guarantor’s Collateral, will be released:

    


    (1)           in
      connection with any sale or other disposition of all or substantially all of
      the
      assets of that Subsidiary Guarantor (including by way of merger or
      consolidation) to a Person that is not (either before or after giving effect
      to
      such transaction) a Subsidiary of the Parent, if the sale or other disposition
      does not violate Section 4.10 hereof;

    


    (2)           in
      connection with any sale or other disposition of all of the Capital Stock of
      that Subsidiary Guarantor to a Person that is not (either before or after giving
      effect to such transaction) a Subsidiary of the Parent, if the sale or other
      disposition does not violate Section 4.10 hereof;

    


    (3)           if
      the Company designates that Guarantor to be an Unrestricted Subsidiary in
      accordance with Section 4.18 hereof;


    
      
        
        

      

      
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    (4)           upon
      Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof
      or
      satisfaction and discharge of this Indenture in accordance with Article 10
      hereof; or

    


    (5)           as
      provided in the Intercreditor Agreement.

    


    Any
      Guarantor not released from its obligations under its Guarantee as provided
      in
      this Section 12.07 will remain liable for the full amount of principal of and
      interest and premium, if any, on the Notes and for the other obligations of
      any
      Guarantor under this Indenture as provided in this Article 12.

    


    ARTICLE
      13

    AGREEMENTS
      REGARDING SECURITY

    


    Section
      13.01           Grant
      of Security Interest.

    


    (a)          
      To secure the due and punctual payment of the principal of, premium, if any,
      and
      interest on the Notes and amounts due hereunder and under the Guarantees when
      and as the same shall be due and payable, whether on an Interest Payment Date,
      at maturity, by acceleration, purchase, repurchase, redemption or otherwise,
      and
      interest on the overdue principal of, premium, if any, and interest (to the
      extent permitted by law), if any, on the Notes and the performance of all other
      Obligations of the Company and the Guarantors to the Holders, the Collateral
      Agent or the Trustee under this Indenture, the Collateral Agreements, the
      Guarantees and the Notes, the Company and the Guarantors have caused Collateral
      Agreements to be executed and delivered concurrently with this Indenture
      granting to the Collateral Agent Liens (which are subject to Permitted Liens and
      the Intercreditor Agreement) on all Collateral (other than Excluded Collateral)
      that as of the Issue Date secures the First Priority Claims.  Section
      4.19 hereof provides for the grant hereafter by the Company and Guarantors
      of
      additional Liens on certain other Collateral.

    


    (b)          
      Each Holder, by its acceptance of a Note, consents and agrees to the terms
      of
      each Collateral Agreement, as the same may be in effect or may be amended from
      time to time in accordance with their respective terms, and authorizes and
      directs the Collateral Agent to enter into this Indenture and the Collateral
      Agreements and to perform its obligations and exercise its rights thereunder
      in
      accordance therewith.  Each of the Parent and the Company shall, and
      shall cause each of its Domestic Restricted Subsidiaries to, do or cause to
      be
      done, at its sole cost and expense, all such actions and things as may be
      required by the provisions of the Collateral Agreements, to assure and confirm
      to the Collateral Agent the security interests in the Collateral contemplated
      by
      the Collateral Agreements, as from time to time constituted, so as to render
      the
      same available for the security and benefit of this Indenture and of the Notes
      and Guarantees secured hereby, according to the intent and purpose herein and
      therein expressed and subject to the Intercreditor Agreement, including taking
      all commercially reasonable actions required or as may be reasonably requested
      by the Collateral Agent to cause the Collateral Agreements to create and
      maintain, as security for the Obligations contained in this Indenture, the
      Notes, the Collateral Agreement and the Guarantees valid and enforceable,
      perfected (to the extent required therein) security interests in and on all
      the
      Collateral, in favor of the Collateral Agent, superior to and prior to the
      rights of all third Persons other than as set forth in the Intercreditor
      Agreement, and subject to no other Liens (other than Permitted Liens), in each
      case, except as expressly provided herein or therein.  If required for
      the purpose of meeting the legal requirements of any jurisdiction in which
      any
      of the Collateral may at the time be located, the Company, the Trustee and
      the
      Collateral Agent shall have the power to appoint, and shall take all reasonable
      action to appoint, one or more Persons approved by the Trustee and reasonably
      acceptable to the Company to act as co-Collateral Agent with respect to any
      such
      Collateral, with such rights and powers limited to those deemed necessary for
      the Company, the Trustee or the Collateral Agent to comply with any such legal
      requirements with respect to such Collateral, and which rights and powers shall
      not be inconsistent with the provisions of this Indenture, the Notes or the
      Guarantees.  The Company shall from time to time promptly pay all
      reasonable financing and continuation statement and mortgage recording and/or
      filing fees, charges and taxes relating to this Indenture, the Collateral
      Agreements and any amendments hereto or thereto and any other instruments of
      further assurance required pursuant hereto or thereto.


    
      
        
        

      

      
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    Section
      13.02          
Intercreditor Agreement.

    


               THIS
      INDENTURE AND THE COLLATERAL AGREEMENTS ARE SUBJECT TO THE TERMS, LIMITATIONS
      AND CONDITIONS SET FORTH IN THE INTERCREDITOR AGREEMENT.  THE TRUSTEE,
      THE COMPANY AND EACH HOLDER OF A NOTE, BY ITS ACCEPTANCE THEREOF, IS DEEMED
      TO
      HAVE AUTHORIZED AND INSTRUCTED THE COLLATERAL AGENT TO ENTER INTO THE
      INTERCREDITOR AGREEMENT ON ITS BEHALF.  The Trustee, the Collateral
      Agent and each Holder of a Note, by its acceptance thereof, acknowledge that
      the
      Collateral Agreements may be amended, modified or waived without the consent
      of
      the Trustee, the Collateral Holders or the Holders, as and to the extent
      provided in the Intercreditor Agreement.  The Trustee and the
      Collateral Agent further acknowledge that the Collateral Agent is required,
      under certain circumstances provided in the Intercreditor Agreement, to enter
      into additional documents and agreements to confirm that the Intercreditor
      Agreement applies to restatements and refinancings of the Credit
      Agreement.

    


    Section
      13.03           Recording
      and Opinions.

    


    (a)           Each
      of the Company and the Guarantors shall file financing statements in its
      jurisdiction of organization and in any other relevant jurisdictions describing
      itself as debtor, the Collateral Agent as secured party, and the collateral
      covered by such financing statements as “All assets of Debtor, all proceeds
      thereof, and all rights and privileges with respect thereto, other than Excluded
      Collateral” (or substantially similar words) and, if the Collateral Agent so
      requests, containing more specific descriptions of some or all of the
      Collateral.  The Company and the Guarantors, and each of them, hereby
      authorize the Collateral Agent to file the foregoing financing statements from
      time to time on their behalf in all relevant jurisdictions and to file
      amendments and continuation statements from time to time with respect
      thereto.  The Company shall furnish to the Trustee, at such time as
      required by the TIA, such Opinions of Counsel and certificates or opinions
      of
      engineers, appraisers or other experts as may be required by Section 314(b)
      or
      314(d) of the TIA and shall take such other action as may be necessary to
      cause TIA Section 314(d) relating to the release of property from the security
      interests created by this Indenture and the Collateral Agreements to be complied
      with.  Any certificate or opinion required by TIA Section 314(d) may
      be made by an Officer of the Company, except in cases where TIA Section 314(d)
      requires that such certificate or opinion be made by an independent Person,
      which Person shall be an independent engineer, appraiser or other expert
      selected or approved by the Trustee in the exercise of reasonable
      care.  A Person is “independent” if such Person (a) is in fact
      independent, (b) does not have any direct financial interest or any material
      indirect financial interest in the Company or in any Affiliate of the Company
      and (c) is not an officer, employee, promoter, underwriter, trustee, partner
      or
      director or person performing similar functions to any of the foregoing for
      the
      Company.  The Trustee and the Collateral Agent shall be entitled to
      receive and rely upon a certificate provided by any such Person confirming
      that
      such Person is independent within the foregoing definition.

    


    Section
      13.04           Release
      of Collateral.

    


    (a)           Subject
      to the Intercreditor Agreement (which permits the First Priority Agent to
      release the Lien of the Collateral Agent on the Collateral under certain
      circumstances), the Collateral Agent shall not at any time release Collateral
      from the security interests created by the Collateral Agreements unless such
      release is in accordance with the provisions of this Indenture and the
      applicable Collateral Agreements.


    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    


    (b)           The
      release of any Collateral from the terms of the Collateral Agreements shall
      not
      be deemed to impair the security under this Indenture in contravention of the
      provisions hereof if and to the extent the Collateral is released pursuant
      to
      this Indenture and the Collateral Agreements.  To the extent permitted
      under the TIA  and/or any interpretation or guidance as to the meaning
      thereof of the SEC and its staff, including “no action” letters or exemptive
      orders, the fair value of Collateral released from the Liens and security
      interest created by this Indenture and the Collateral Agreements pursuant to
      the
      terms of the Collateral Agreements shall not be considered in determining
      whether the aggregate fair value of the Collateral released from the Liens
      and
      security interest created by this Indenture and the Collateral Agreements in
      any
      calendar year exceeds the 10% threshold specified in TIA §
314(d)(1). Notwithstanding anything to the contrary in this paragraph, the
      Company will not be required to comply with all or any portion of TIA §314(d) if
      under the terms of TIA §314(d) and/or any interpretation or guidance as to the
      meaning thereof of the SEC and its staff, including “no action” letters or
      exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a
      series of released Collateral.

    


    (c)           Notwithstanding
      any provision to the contrary herein, Collateral comprised of accounts
      receivable, inventory or (prior to the occurrence and during the continuance
      of
      an Event of Default) the proceeds of the foregoing shall be subject to release
      upon sales of such inventory and collection of the proceeds of such accounts
      receivable in the ordinary course of business and, as and when requested by
      the
      Company, the Collateral Agent to authorized or execute and deliver UCC financing
      statement amendments or releases that delete such released Collateral or any
      Excluded Collateral from any previously filed financing statements that included
      such released Collateral or any Excluded Collateral in the description of the
      assets covered thereby.  If requested in writing by the Company, the
      Trustee shall instruct the Collateral Agent to execute and deliver such
      documents, instruments or statements and to take such other action as the
      Company may request to evidence or confirm that the Collateral falling under
      this Section 13.04 has been released from the Liens of each of the Collateral
      Agreements.  The Collateral Agent shall execute and deliver such
      documents, instruments and statements and shall take all such actions promptly
      upon receipt of such instructions from the Trustee.

    


    (d)          
      Subject to the foregoing, Collateral may be released from the Lien and security
      interest created by the Collateral Agreements at any time or from time to time
      in accordance with the provisions of the Collateral Agreements or as provided
      hereby.  Upon the request of the Company pursuant to an Officers’
Certificate certifying that all conditions precedent hereunder have been met
      and
      without the consent of any Holder, the Company and the Guarantors will be
      entitled to releases of assets included in the Collateral from the Liens
      securing the Indenture Documents under any one or more of the following
      circumstances:

    


    (1)           to
      enable the Company to consummate asset dispositions permitted or not prohibited
      under Section 4.10;

    


    (2)           if
      any Subsidiary that is a Subsidiary Guarantor is released from its Guarantee,
      that Subsidiary’s assets will also be released from the Liens securing the
      Notes;

    


    (3)           as
      described in Article 9;

    


    (4)   if
      the
      Administrative Agent has released all of its Liens on any such assets and the
      Company delivers the Trustee an Officers’ Certificate at the time of any such
      release of Collateral certifying that, after giving effect to such release,
      no
      Default or Event of Default exists and the Collateral includes Oil and Gas
      Properties representing at least 85% of the PV-10 value of the Parent’s and its
      Restricted Subsidiaries’ proved oil and gas reserves located in the United
      States as reflected in the most recent available semi-annual reserve report
      (which shall use pricing assumptions consistent with SEC guidelines);
      and


    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    


    (5)           if
      required in accordance with the terms of the Intercreditor
      Agreement.

    


    The
      Liens
      on all Collateral that secures the Indenture Documents also will be
      released:

    


    (1)           if
      the Company exercises its Legal Defeasance or Covenant Defeasance option
      described under Article 8; or

    


    (2)           upon
      satisfaction and discharge of this Indenture or payment in full of the principal
      of, and premium, if any, and accrued and unpaid interest on, the Notes and
      all
      other Obligations that are then due and payable.

    


    Upon
      receipt of such Officers’ Certificate and any necessary or proper instruments of
      termination, satisfaction or release prepared by the Company, the Collateral
      Agent shall execute, deliver or acknowledge such instruments or releases to
      evidence the release of any Collateral permitted to be released pursuant to
      this
      Indenture or the Collateral Agreements.

    


    Section
      13.05           Form
      and Sufficiency of Release.

    


    In
      the
      event that the Company or any Guarantor has sold, exchanged, or otherwise
      disposed of or proposes to sell, exchange or otherwise dispose of any portion
      of
      the Collateral that may be sold, exchanged or otherwise disposed of by the
      Company or such Guarantor, and the Company or such Guarantor requests the
      Trustee or the Collateral Agent to furnish a written disclaimer, release or
      quit-claim of any interest in such property under this Indenture and the
      Collateral Agreements, the Collateral Agent and the Trustee, as applicable,
      shall execute, acknowledge and deliver to the Company or such Guarantor (in
      proper form) such an instrument promptly after satisfaction of the conditions
      set forth herein for delivery of any such release.  Notwithstanding
      the preceding sentence, all purchasers and grantees of any property or rights
      purporting to be released herefrom shall be entitled to rely upon any release
      executed by the Collateral Agent hereunder as sufficient for the purpose of
      this
      Indenture and as constituting a good and valid release of the property therein
      described from the Lien of this Indenture or of the Collateral
      Agreements.

    


    Section
      13.06           Purchaser
      Protected.

    


    No
      purchaser or grantee of any property or rights purporting to be released
      herefrom shall be bound to ascertain the authority of the Trustee or the
      Collateral Agent to execute the release or to inquire as to the existence of
      any
      conditions herein prescribed for the exercise of such authority; nor shall
      any
      purchaser or grantee of any property or rights permitted by this Indenture
      to be
      sold or otherwise disposed of by the Company be under any obligation to
      ascertain or inquire into the authority of the Company to make such sale or
      other disposition.

    


    Section
      13.07            Actions
      to Be Taken by the Collateral Agent.

    


    Wells
      Fargo Bank, National Association is hereby appointed to act in its capacity
      as
      the Collateral Agent.  Subject to the provisions of the applicable
      Collateral Agreements:


    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    


    (a)           the
      Collateral Agent shall execute and deliver the Collateral Agreements and act
      in
      accordance with the terms thereof;

    


    (b)           the
      Collateral Agent may, in its sole discretion and without the consent of the
      Trustee or the Holders, take all actions it deems necessary or appropriate
      in
      order to:

    


    (1)           enforce
      any of the terms of the Collateral Agreements, and

    


    (2)           collect
      and receive any and all amounts payable in respect of the Obligations of the
      Company and the Guarantors hereunder and under the Notes, the Guarantees, the
      Collateral Agreements; and

    


    (c)           the
      Collateral Agent shall have power to institute and to maintain such suits and
      proceedings as it may deem expedient to prevent any impairment of the Collateral
      by any act that may be unlawful or in violation of the Collateral Agreements
      or
      this Indenture, and suits and proceedings as the Collateral Agent may deem
      expedient to preserve or protect its interests and the interests of the Trustee
      and the Holders in the Collateral (including the power to institute and maintain
      suits or proceedings to restrain the enforcement of or compliance with any
      legislative or other governmental enactment, rule or order that may be
      unconstitutional or otherwise invalid if the enforcement of, or compliance
      with,
      such enactment, rule or order would impair the security interest thereunder
      or
      be prejudicial to the interests of the Holders, the Trustee or the Collateral
      Agent).

    


    Anything
      contained in any of the Indenture Documents to the contrary notwithstanding,
      no
      Holder shall have any right individually to realize upon any of the
      Collateral.  All powers, rights and remedies of the Collateral Agent
      hereunder and under the Collateral Agreements may be exercised solely by the
      Collateral Agent.

    


    Notwithstanding
      the foregoing, the Collateral Agent may, at the expense of the Company, request
      the direction of the Holders with respect to any such actions and upon receipt
      of the written consent of the Holders of at least a majority in aggregate
      principal amount of the outstanding Notes, shall take such actions; provided
      that all actions so taken shall, at all times, be in conformity with the
      requirements of the Intercreditor Agreement.

    


    Section
      13.08           Receipt
      of Funds by the Collateral Agent.

    


    The
      Collateral Agent is authorized to receive any funds for the benefit of itself,
      the Trustee and the Holders distributed under the Collateral Agreements to
      the
      extent permitted under the Intercreditor Agreement, for turnover to the Trustee
      to make further distributions of such funds to itself, the Collateral Agent
      and
      the Holders in accordance with the provisions of Section 6.10 and the other
      provisions of this Indenture.

    


    Section
      13.09           Trustee
      and Collateral Agent  Not Fiduciary for Holders of First Priority
      Claims.

    


    The
      Trustee and the Collateral Agent shall not be deemed to owe any fiduciary duty
      to the holders of First Priority Claims and shall not be liable to any such
      holders if the Trustee or the Collateral Agent shall in good faith mistakenly
      pay over or distribute to Holders of Notes or to the Company or to any other
      Person cash, property or securities to which any holders of First Priority
      Claims shall be entitled by virtue of this Article or otherwise.  With
      respect to the holders of First Priority Claims, the Trustee and the Collateral
      Agent undertake to perform or to observe only such of its covenants or
      obligations as are specifically set forth in this Article and no implied
      covenants or obligations with respect to holders of First Priority Claims shall
      be read into this Indenture against the Trustee or the Collateral
      Agent.


    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    


    [Signatures
      on following page]


    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

    
      	 	
              GASTAR
                EXPLORATION USA, INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/  J.RUSSELL
                PORTER

            	 
	 	 	
              J.
                Russell Porter

            	 
	 	 	
              President

            	 
	 	 	 	 
	 	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION, as trustee and collateral
                agent

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/  PATRICK
                GIORDANO

            	 
	 	 	
              Name:  Patrick
                T. Giordano

            	 
	 	 	
              Title:

            	 


    

    


    GUARANTORS:

    


    
      	
              GASTAR
                EXPLORATION LTD.

            	 	
              GASTAR
                EXPLORATION NEW SOUTH WALES, INC.

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
              /s/  MICHAEL
                A. GERLICH

            	 	
              By:

            	
              /s/  J.
                RUSSELL PORTER

            	 
	 	
              Michael
                A. Gerlich

            	 	
               

            	
              
                J.
                  Russell Porter

              

            	 
	 	
              Vice
                President and Chief Financial Officer

            	 	 	
              
                President

              

            	 
	 	 	 	 	
               

            	 
	 	 	 	 	 	 
	
              GASTAR
                EXPLORATION VICTORIA, INC.

            	 	
              GASTAR
                EXPLORATION TEXAS, INC.

            	 
	 	 	 	 	 	 
	 	 	 	
               

            	
               

            	 
	
              By:

            	
              /s/  J.
                RUSSELL PORTER

            	 	
              By:

            	
              
                /s/  J.
                  RUSSELL PORTER

              

            	 
	 	
              J.
                Russell Porter

            	 	 	
              
                J.
                  Russell Porter

              

            	 
	 	
              President

            	 	 	
              President

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              GASTAR
                EXPLORATION TEXAS, LP

            	 	
              GASTAR
                EXPLORATION TEXAS, LLC

            	 
	 	 	 	 	 	 
	
              By:

            	
              Gastar
                Exploration Texas LLC, its general partner

            	 	 	 	 
	 	 	 	
              By:

            	
              /s/  J.
                RUSSELL PORTER

            	 
	 	 	 	 	
              J.
                Russell Porter

            	 
	
              By:

            	
              /s/  J.
                RUSSELL PORTER

            	 	 	
              President

            	 
	 	
              J.
                Russell Porter

            	 	 	 	 
	 	
              President

            	 	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A


    [Face
      of
      QIB/IAI/Reg S Note]

    
      
        

      



    


    [Insert
      the Global Note Legend, if applicable pursuant to the provisions of this
      Indenture]

    


    [Insert
      the Private Placement Legend, if applicable pursuant to the provisions of this
      Indenture]

    


    [Insert
      Regulation S Temporary Global Note Legend, if applicable, pursuant to the
      provisions of this Indenture]


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    CUSIP/CINS
      ____________

    


    12
3⁄4%
      Senior Secured Notes due 2012

    


    
      	
              No.
                ___

            	
              $____________

            


    

    


    GASTAR
      EXPLORATION USA, INC.

    


    promises
      to pay to [ ____________ ] or registered assigns, the principal sum of
      __________________________________________________________ DOLLARS on December
      1, 2012.

    


    Interest
      Payment Dates:  June 1 and December 1, beginning June 1,
      2008.

    


    Record
      Dates:  May 15 and November 15.

    


    Dated:  _______________,
      20__

    


    
      	 	
              GASTAR
                EXPLORATION USA, INC.

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    Trustee
      Certificate of Authentication

    


    This
      is
      one of the Notes referred to

    in
      the
      within-mentioned Indenture:

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

      as
      Trustee

    


    


    
      	
              By:

            	 	 
	 	
              Authorized
                Signatory

            	 


    


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    [Back
      of
      Note]

    12
3⁄4%
      Senior Secured Notes due 2012

    


    Capitalized
      terms used herein have the meanings assigned to them in the Indenture referred
      to below unless otherwise indicated.

    


    (1)           INTEREST.  Gastar
      Exploration USA, Inc., a Michigan corporation (the “Company”), promises
      to pay interest on the principal amount of this Note at a rate of 12 3⁄4% per
      annum, from November 29, 2007 until maturity.  The Company will pay
      interest semi-annually in arrears on June 1and December 1 of each year, or
      if
      any such day is not a Business Day, on the next succeeding Business Day (each,
      an “Interest Payment Date”).  Interest on the Notes will
      accrue from the most recent date to which interest has been paid or, if no
      interest has been paid, from the date of issuance; provided that if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a record date referred to on the face hereof (each, a
      “Record Date”) and the next succeeding Interest Payment Date, interest
      shall accrue from such next succeeding Interest Payment Date; provided
      further that the first Interest Payment Date shall be June 1,
      2008.  The Company will pay interest (including post-petition interest
      in any proceeding under any Bankruptcy Law) on overdue principal and premium,
      if
      any, from time to time on demand at a rate of 13 3⁄4% per annum to the extent
      lawful; it will pay interest (including post-petition interest in any proceeding
      under any Bankruptcy Law) on overdue installments of interest (without regard
      to
      any applicable grace periods) from time to time on demand at the same rate
      to
      the extent lawful.  The Company also will pay additional interest on
      this Note under circumstances described in Section 2.13 of the
      Indenture.  Interest will be computed on the basis of a 360-day year
      of twelve 30-day months.

    


    (2)           METHODOF
      PAYMENT.  The
      Company will pay interest on the Notes (except defaulted interest) to the
      Persons who are registered Holders of Notes at the close of business on May
      15
      or November 15 next preceding the Interest Payment Date, even if such Notes
      are
      canceled after such record date and on or before such Interest Payment Date,
      except as provided in Section 2.12 of the Indenture with respect to defaulted
      interest.  The Notes will be payable as to principal, premium, if any,
      and interest at the office or agency of the Company maintained for such purpose,
      or, at the option of the Company, payment of interest may be made by check
      mailed to the Holders at their addresses set forth in the register of Holders;
      provided that payment by wire transfer of immediately available funds
      will be required with respect to principal of and interest, premium on, all
      Global Notes and all other Notes the Holders of which will have provided wire
      transfer instructions to the Company or the Paying Agent.  Such
      payment will be in such coin or currency of the United States of America as
      at
      the time of payment is legal tender for payment of public and private
      debts.

    


    (3)           PAYING
      AGENTAND
      REGISTRAR.  Initially,
      Wells Fargo Bank, National Association, the Trustee under the Indenture, will
      act as Paying Agent and Registrar.  The Company may change any Paying
      Agent or Registrar without notice to any Holder.  The Company or any
      of its Subsidiaries may act in any such capacity.

    


    (4)           INDENTURE.  The
      Company issued the Notes under an Indenture dated as of November 29, 2007 (the
      “Indenture”) among the Company, the Guarantors, the Trustee and the
      Collateral Agent.  The terms of the Notes include those stated in the
      Indenture and those made part of the Indenture by reference to the Trust
      Indenture Act of 1939, as amended.  The Notes are subject to all such
      terms, and Holders are referred to the Indenture and such Act for a statement
      of
      such terms.  To the extent any provision of this Note conflicts with
      the express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling.  The Indenture does not limit the aggregate
      principal amount of Notes that may be issued thereunder.


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    (5)           OPTIONAL
      REDEMPTION.

    


    The
      Notes
      are subject to redemption as provided in Article III of the
      Indenture.

    


    (6)          
      MANDATORY
      REDEMPTION.

    


    The
      Company is not  required to make mandatory redemption or sinking fund
      payments with respect to the Notes.

    


    Repurchase
      at the Option of Holder.

    


    (a)           Upon
      the occurrence of a Change of Control, the Company will make an offer (a
“Change of Control Offer”) to each Holder 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 on the terms set forth in the Indenture.  In the Change
      of Control Offer, the Company will offer a payment in cash equal to 101% of
      the
      aggregate principal amount of Notes repurchased plus accrued and unpaid
      interest, if any, on the Notes repurchased to the date of settlement (the
“Change of Control Purchase Date”), subject to the rights of Holders on
      the relevant record date to receive interest due on an Interest Payment Date
      that is on or prior to the Change of Control Purchase Date. Within 30 days
      following any Change of Control, the Company will mail a notice to each Holder
      and the Trustee setting forth the procedures governing the Change of Control
      Offer as required by the Indenture.

    


    (b)           If
      the Parent or any of its Restricted Subsidiaries consummates an Asset Sale,
      the
      Parent in circumstances specified in the Indenture may be required to commence
      an 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 the Indenture with respect to offers to purchase or redeem with the
      proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section
      3.09 of the Indenture to purchase the maximum principal amount of Notes and
      such
      other pari passu Indebtedness that may be purchased out of the
      specified proceeds of such Asset Sale at an offer price in cash in an amount
      equal to 100% (or a higher percentage in certain circumstances) of the principal
      amount thereof plus accrued and unpaid interest thereon to the date of purchase,
      in accordance with the procedures set forth in the Indenture.  Holders
      of Notes that are the subject of an offer to purchase will receive an Asset
      Sale
      Offer from the Company prior to any related purchase date and may elect to
      have
      such Notes purchased by completing the form entitled “Option of Holder to
      Elect Purchase” attached to the Notes.

    


    (7)           NOTICEOF
      REDEMPTION.  Notice
      of redemption will be mailed at least 30 days but not more than 60 days before
      the redemption date to each Holder whose Notes are to be redeemed at its
      registered address, except that redemption notices may be mailed more than
      60
      days prior to a redemption date if the notice is issued in connection with
      a
      defeasance of the Notes or a satisfaction or discharge of the
      Indenture.  Notes in denominations larger than $2,000 may be redeemed
      in part but only in whole multiples of $1,000 in excess thereof, unless all
      of
      the Notes held by a Holder are to be redeemed.

    


    (8)           DENOMINATIONS,
      TRANSFER,
      EXCHANGE.  The
      Notes are in registered form without coupons in denominations of $2,000 and
      integral multiples of $1,000 in excess thereof.  The transfer of Notes
      may be registered and Notes may be exchanged as provided in the
      Indenture.  The Registrar and the Trustee may require a Holder, among
      other things, to furnish appropriate endorsements and transfer documents and
      the
      Company may require a Holder to pay any taxes and fees required by law or
      permitted by the Indenture.  The Company need not exchange or register
      the transfer of any Note or portion of a Note selected for redemption, except
      for the unredeemed portion of any Note being redeemed in part.  Also,
      the Company need not exchange or register the transfer of any Notes for a period
      of 15 days before a selection of Notes to be redeemed or during the period
      between a record date and the corresponding Interest Payment
      Date.


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    (9)           PERSONS
      DEEMED
      OWNERS.  The
      registered Holder of a Note may be treated as its owner for all
      purposes.

    


    (10)         AMENDMENT,
      SUPPLEMENT,
      AND
      WAIVER.  Subject
      to certain exceptions, the Indenture, the Notes, the Collateral Agreements
      or
      the Guarantees may be amended or supplemented with the consent of the Holders
      of
      at least a majority in aggregate principal amount of the then outstanding Notes,
      voting as a single class, and any existing Default or Event or Default or
      compliance with any provision of the Indenture, the Notes or the Guarantees
      may
      be waived with the consent of the Holders of a majority in aggregate principal
      amount of the then outstanding Notes, voting as a single
      class.  Without the consent of any Holder of a Note, the Indenture,
      the Notes, the Collateral Agreements or the Guarantees may be amended or
      supplemented to cure any ambiguity, defect or inconsistency and to effect
      certain other changes as set forth in the Indenture.

    


    (11)   
           DEFAULTSAND
      REMEDIES.  If
      any Event of Default occurs and is continuing, the Trustee or the Holders of
      at
      least 25% in aggregate principal amount of the then outstanding Notes may
      declare all the Notes to be due and payable
      immediately.  Notwithstanding the foregoing, in the case of an Event
      of Default arising from certain events of bankruptcy or insolvency, all
      outstanding Notes will become due and payable immediately without further action
      or notice.  Holders may not enforce the Indenture or the Notes except
      as provided in the Indenture.  Subject to certain limitations, Holders
      of a majority in aggregate principal amount of the then outstanding Notes may
      direct the Trustee in its exercise of any trust or power.  The Trustee
      may withhold from Holders of the Notes notice of any continuing Default or
      Event
      of Default (except a Default or Event of Default relating to the payment of
      principal or interest or premium, if any,) if it determines that withholding
      notice is in their interest.  The Holders of a majority in aggregate
      principal amount of the then outstanding Notes by notice to the Trustee may,
      on
      behalf of the Holders of all of the Notes, rescind an acceleration or waive
      any
      existing Default or Event of Default and its consequences under the Indenture
      except a continuing Default or Event of Default in the payment of interest
      or
      premium, if any, on, or the principal of, the Notes.  The Company is
      required to deliver to the Trustee annually a statement regarding compliance
      with the Indenture, and the Company is required, upon becoming aware of any
      Default or Event of Default, to deliver to the Trustee a statement specifying
      such Default or Event of Default.

    


    (12)   
           TRUSTEE
      DEALINGSWITH
      COMPANY.  The
      Trustee, in its individual or any other capacity, may make loans to, accept
      deposits from, and perform services for the Company or its Affiliates, and
      may
      otherwise deal with the Company or its Affiliates, as if it were not the
      Trustee.


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    (13)         NO
      RECOURSE
      AGAINST
      OTHERS.  No
      director, officer, employee, incorporator or stockholder of the Company or
      any
      Guarantor, as such, will have any liability for any obligations of the Company
      or the Guarantors under the Notes, the Indenture or the Guarantees or for any
      claim based on, in respect of, or by reason of, such obligations or their
      creation.  Each Holder 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.

    


    (14)         AUTHENTICATION.  This
      Note will not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

    


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

    


    (16)         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 the Trustee may use CUSIP numbers in notices of redemption as
      a
      convenience to Holders.  No representation is made as to the accuracy
      of such numbers either as printed on the Notes or as contained in any notice
      of
      redemption, and reliance may be placed only on the other identification numbers
      placed thereon.

    


    (17)         GOVERNING
      LAW. THE LAWS OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
      CONSTRUE THE INDENTURE, THIS NOTE AND THE GUARANTEES.

    


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

    


    GASTAR
      EXPLORATION USA, INC.

    1331
      Lamar Street, Suite 1080

    Houston,
      Texas 77010

    Attention:  Chief
      Financial Officer


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

    


    To
      assign
      this Note, fill in the form below:

    


    
      	
              (I)
                or (we) assign and transfer this Note to:

            	 
	 	
              (Insert
                assignee’s legal name)

            


    

     

     

    
      
        

      

    

    (Insert
      assignee’s soc. sec. or tax I.D. no.)

    


    
      
        

      

       

      
        

      

       

      
        

      

       

      
        

      

    

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

    


    
      	
              and irrevocably appoint

            	 


    

    to
      transfer this Note on the books of the Company.  The agent may
      substitute another to act for him.

    


    Date:  _______________

    


    
      	 	
              Your Signature:

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

            


    

    


    Signature
      Guarantee*:  _________________________

    


    *           Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    Option
      of
      Holder to Elect Purchase

    


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

    


    
      	
              ØSection
                4.10

            	
              ØSection
                4.15

            	 


    

    


    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to
      Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to
      have purchased:

    


    $_______________

     

    Date:  _______________

    


    
      	 	
              Your Signature:

            	 


    

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

            
	 	 	 
	 	
              Tax Identification No.:  
                

            	 


    

    


    Signature
      Guarantee*:  _________________________

    


    *           Participant
      in a recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


    SCHEDULEOF
      EXCHANGESOF
      INTERESTS
      INTHE
      GLOBAL
      NOTE *

    


    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

     

    


    
      	
              Date
                of Exchange

            	 	
              Amount
                of decrease in Principal Amount of this Global Note

            	 	
              Amount
                of increase in Principal Amount of this Global Note

            	 	
              Principal
                Amount of this Global Note following such decrease (or
                increase)

            	 	
              Signature
                of authorized officer of Trustee or
                Custodian

            


    

    


    


    


    
      	
               

            	
              *           This
                schedule should be included only if the Note is issued in global
                form.

            


    


    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF
      CERTIFICATE OF TRANSFER

    


    GASTAR
      EXPLORATION USA, INC.

    1331
      Lamar Street, Suite 1080

    Houston,
      Texas 77010

    Attention:  Chief
      Financial Officer

    


    Wells
      Fargo Bank, National Association

    1445
      Ross
      Avenue, 2nd Floor

    Dallas,
      Texas 75202 2812

    Facsimile
      No.: (214) 777-4806

    Attention:  Corporate
      Trust Services

    


    Re:  12
      3⁄4% Senior Secured Notes due 2012

    


    Reference
      is hereby made to the Indenture, dated as of November 29, 2007 (the
“Indenture”), among Gastar Exploration USA, Inc., as issuer (the
“Company”), the Guarantors party thereto and Wells Fargo Bank, National
      Association, as trustee and collateral agent.  Capitalized terms used
      but not defined herein shall have the meanings given to them in the
      Indenture.

    


    ___________________,
      (the “Transferor”) owns and proposes to transfer the Note[s] or
      interest in such Note[s] specified in Annex A hereto, in the principal amount
      of
      $___________ in such Note[s] or interests (the “Transfer”),
      to  ___________________________ (the “Transferee”), as
      further specified in Annex A hereto.  In connection with the Transfer,
      the Transferor hereby certifies that:

    


    [CHECK
      ALL THAT APPLY]

    


    1.     
       ̈ Check
      if Transferee will take delivery of a beneficial interest in the QIB Global
      Note
      or a Restricted Definitive Note pursuant to Rule
      144A.  The Transfer is being effected
      pursuant to an in accordance with Rule 144A under the Securities Act of 1933,
      as
      amended (the “Securities Act”), and, accordingly, the Transferor hereby
      further certifies that the beneficial interest or Definitive Note is being
      transferred to a Person that the Transferor reasonably believes is purchasing
      the beneficial interest or Definitive Note for its own account, or for one
      or
      more accounts with respect to which such Person exercises sole investment
      discretion, and such Personal and each such account is a
“qualified  institutional buyer” within the meaning of Rule 144A in a
      transaction meeting the requirements of Rule 144A, and such Transfer is in
      compliance with any applicable blue sky securities laws of any state of the
      United States.  Upon consummation of the proposed Transfer in
      accordance with the terms of the Indenture, the transfer enumerated in the
      Private Placement Legend printed on the QIB Global Note and/or the Restricted
      Definitive Note and in the Indenture and the Securities Act.

    


    2.     
       ̈ Check
      if Transferee will take delivery of a beneficial interest in the Regulation
      S  Temporary Global Note, the Regulation S Permanent Global Note or a
      Restricted Definitive Note pursuant to Regulation S.  The
      Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
      904 under the Securities Act and, accordingly, the Transferor hereby further
      certifies that (i) the Transfer is not being made to a Person in the United
      States and (x) at the time the buy order was originated, the Transferee was
      outside the United States or such Transferor and any Person acting on its behalf
      reasonably believed and believes that the Transferee was outside the United
      States or (y) the transaction was executed in, on or through the facilities
      of a
      designated offshore securities market and neither such Transferor nor any Person
      acting on its behalf knows that the transaction was prearranged with a buyer
      in
      the United States, (ii) no directed selling efforts have been made in
      contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation
      S
      under the Securities Act, (iii) the transaction is not part of a plan or scheme
      to evade the registration requirements of the Securities Act and (iv) if the
      proposed transfer is being made prior to the expiration of the Restricted
      Period, the transfer is not being made to a U.S. Person or for the account
      or
      benefit of a U.S. Person.  Upon consummation of the proposed transfer
      in accordance with the terms of the Indenture, the transferred beneficial
      interest or Definitive Note will be subject to the restrictions on Transfer
      enumerated in the Private Placement Legend printed on the Regulation S Permanent
      Global Note, the Regulation S Temporary Global Note and/or the Restricted
      Definitive Note and in the Indenture and the Securities Act.


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    3.     
       ̈ Check
      and complete if Transferee will take delivery of a beneficial interest in the
      IAI Global Note or a Restricted Definitive Note pursuant to any provision of
      the
      Securities Act other than Rule 144A or Regulation S.  The
      Transfer is being effected in compliance with the transfer restrictions
      applicable to beneficial interests in Restricted Global Notes and Restricted
      Definitive Notes and pursuant to and in accordance with the Securities Act
      and
      any applicable blue sky securities laws of any state of the United States,
      and
      accordingly the Transferor hereby further certifies that (check
      one):

    


    (a)            ̈   such
      Transfer is being effected pursuant to and in accordance with Rule 144 under
      the
      Securities Act;

    


    or

    


    (b)            ̈   such
      Transfer is being effected to the Company or a subsidiary thereof;

    


    or

    


    (c)            ̈   such
      Transfer is being effected pursuant to an effective registration statement
      under
      the Securities Act and in compliance with the prospectus delivery requirements
      of the Securities Act;

    


    or

    


    (d)            ̈   such
      Transfer is being effected to an Institutional Accredited Investor and pursuant
      to an exemption from the registration requirements of the Securities Act other
      than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby
      further certifies that it has not engaged in any general solicitation within
      the
      meaning of Regulation D under the Securities Act and the Transfer complies
      with
      the transfer restrictions applicable to beneficial interests in a Restricted
      Global Note or Restricted Definitive Notes and the requirements of the exemption
      claimed, which certification is supported by (1) a certificate executed by
      the
      Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
      Counsel provided by the Transferor or the Transferee (a copy of which the
      Transferor has attached to this certification), to the effect that such Transfer
      is in compliance with the Securities Act.  Upon consummation of the
      proposed transfer in accordance with the terms of the Indenture, the transferred
      beneficial interest or Definitive Note will be subject to the restrictions
      on
      transfer enumerated in the Private Placement Legend printed on the IAI Global
      Note and/or the Restricted Definitive Notes and in the Indenture and the
      Securities Act.

    


    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      	 	  	 
	 	
              [Insert
                Name of Transferor]

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    Dated:  _______________________


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    ANNEX
      A
      TO CERTIFICATE OF TRANSFER

    


    1.           The
      Transferor owns and proposes to transfer the following:

    


    [CHECK
      ONE OF (a) OR (b)]

    


    (a)    ̈   a
      beneficial interest in the:

    


    (i)            ̈    QIB
      Global Note (CUSIP __________), or

    


    (ii)           ̈    Regulation
      S Global Note (CUSIP _________), or

    


    (iii)          ̈    IAI
      Global Note (CUSIP _________); or

    


    2.           After
      the Transfer the Transferee will hold:

    


    [CHECK
      ONE]

    


    (a)  
       ̈   a
      beneficial interest in the:

    


    (i)            ̈   
QIB
      Global Note (CUSIP __________), or

    


    (ii)           ̈   
      Regulation S Global Note (CUSIP _________), or

    


    (iii)          ̈   
IAI
      Global Note (CUSIP _________); or

    


    in
      accordance with the terms of the Indenture.


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    FORM
      OF
      CERTIFICATE OF EXCHANGE

    


    GASTAR
      EXPLORATION USA, INC.

    1331
      Lamar Street, Suite 1080

    Houston,
      Texas 77010

    Attention:  Chief
      Financial Officer

    


    Wells
      Fargo Bank, National Association

    1445
      Ross
      Avenue, 2nd Floor

    Dallas,
      Texas 75202 2812

    Facsimile
      No.: (214) 777-4806

    Attention:  Corporate
      Trust Services

    


    Re:  12
      3⁄4% Senior Secured Notes due 2012

    


    (CUSIP
      ____________)

    


    Reference
      is hereby made to the Indenture, dated as of November 29, 2007 (the
“Indenture”), among Gastar Exploration USA, Inc., as issuer (the
“Company”), the Guarantors party thereto and Wells Fargo Bank, National
      Association, as trustee and collateral agent.  Capitalized terms used
      but not defined herein shall have the meanings given to them in the
      Indenture.

    


    __________________________,
      (the “Owner”) owns and proposes to exchange the Note[s] or interest in
      such Note[s] specified herein, in the principal amount of $____________ in
      such
      Note[s] or interests (the “Exchange”).  In connection with
      the Exchange, the Owner hereby certifies that:

    


    1.           Exchange
      of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
      Note for Unrestricted Definitive Notes or Beneficial Interests in an
      unrestricted Global Note.

     

    (a)     
       ̈ Check
      if
      Exchange is from beneficial interest in a Restricted Global Note to beneficial
      interest in an unrestricted Global Note. In connection with the
      Exchange of the owner's beneficial interest in a Restricted Global Note for
      a
      beneficial interest in an unrestricted Global Note in an equal principal amount,
      the owner hereby certifies (i) the beneficial interest is being acquired for
      the
      owner's own account without transfer, (ii) such Exchange has been effected
      in
      compliance with the transfer restrictions applicable to the Global Notes and
      pursuant to and in accordance with the Securities Act of 1933, as amended (the
      "Securities Act"), (iii) the restrictions on transfer contained in the
      Indenture and the Private Placement Legend are not required in order to maintain
      compliance with the Securities Act and (iv) the beneficial interest in an
      unrestricted Global Note is being acquired in compliance with any applicable
      blue sky Notes laws of any state of the United States.

    


    (b)     
       ̈ Check
      if
      Exchange is from beneficial interest in a Restricted Global Note to unrestricted
      Definitive Note. In connection with the Exchange of the owner's
      beneficial interest in a Restricted Global Note for an unrestricted Definitive
      Note, the owner hereby certifies (i) the Definitive Note is being acquired
      for
      the owner's own account without transfer, (ii) such Exchange has been effected
      in compliance with the transfer restrictions applicable to the Restricted Global
      Notes and pursuant to and in accordance with the Securities Act, (iii) the
      restrictions on transfer contained in the Indenture and the Private Placement
      Legend are not required in order to maintain compliance with the Securities
      Act
      and (iv) the Definitive Note is being acquired in compliance with any applicable
      blue sky Notes laws of any state of the United States.


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    (c)     
       ̈ Check
      if
      Exchange is from Restricted Definitive Note to beneficial interest in an
      unrestricted Global Note. In connection with the owner's Exchange of a
      Restricted Definitive Note for a beneficial interest in an unrestricted Global
      Note, the Owner hereby certifies (i) the beneficial interest is being acquired
      for the owner's own account without transfer, (ii) such Exchange has been
      effected in compliance with the transfer restrictions applicable to Restricted
      Definitive Notes and pursuant to and in accordance with the Securities Act,
      (iii) the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act and (iv) the beneficial interest is being acquired in compliance
      with any applicable blue sky Notes laws of any state of the United
      States.

    


    (d)     
       ̈ Check
      if
      Exchange is from Restricted Definitive Note to Unrestricted Definitive
      Note. In connection with the owner's Exchange of a Restricted
      Definitive Note for an unrestricted Definitive Note, the owner hereby certifies
      (i) the unrestricted Definitive Note is being acquired for the owner's own
      account without transfer, (ii) such Exchange has been effected in compliance
      with the transfer restrictions applicable to Restricted Definitive Notes and
      pursuant to and in accordance with the Securities Act, (iii) the restrictions
      on
      transfer contained in the Indenture and the Private Placement Legend are not
      required in order to maintain compliance with the Securities Act and (iv) the
      unrestricted Definitive Note is being acquired in compliance with any applicable
      blue sky Notes laws of any state of the United States.

    


    2.           Exchange
      of Restricted Definitive Notes or Beneficial Interests in Restricted Global
      Notes for Restricted Definitive Notes or Beneficial Interests in Restricted
      Global Notes

    


    (a)     
       ̈ Check
      if
      Exchange is from beneficial interest in a Restricted Global Note to Restricted
      Definitive Note.  In connection with the Exchange of the
      Owner’s beneficial interest in a Restricted Global Note for a Restricted
      Definitive Note with an equal principal amount, the Owner hereby certifies
      that
      the Restricted Definitive Note is being acquired for the Owner’s own account
      without transfer.  Upon consummation of the proposed Exchange in
      accordance with the terms of the Indenture, the Restricted Definitive Note
      issued will continue to be subject to the restrictions on transfer enumerated
      in
      the Private Placement Legend printed on the Restricted Definitive Note and
      in
      the Indenture and the Securities Act.

    


    (b)      
       ̈ Check
      if
      Exchange is from Restricted Definitive Note to beneficial interest in a
      Restricted Global Note.  In connection with the Exchange of
      the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK
      ONE]  ̈ QIB Global
      Note,  ̈ Regulation
      S Global Note,  ̈
      IAI Global Note with an equal principal amount, the Owner hereby certifies
      (i)
      the beneficial interest is being acquired for the Owner’s own account without
      transfer and (ii) such Exchange has been effected in compliance with the
      transfer restrictions applicable to the Restricted Global Notes and pursuant
      to
      and in accordance with the Securities Act, and in compliance with any applicable
      blue sky securities laws of any state of the United States.  Upon
      consummation of the proposed Exchange in accordance with the terms of the
      Indenture, the beneficial interest issued will be subject to the restrictions
      on
      transfer enumerated in the Private Placement Legend printed on the relevant
      Restricted Global Note and in the Indenture and the Securities Act.

    


    3.   Transfers
      of Notes if Transferee will take delivery of a beneficial interest in
an unrestricted Global Note or of an unrestricted
      Definitive Note.

    


    (a)     
       ̈ Check
      if
      Transfer is pursuant to Rule 144. (i) The Transfer is being effected
      pursuant to and in accordance with Rule 144 under the Notes Act and in
      compliance with the transfer restrictions contained in the Indenture and any
      applicable blue sky Notes laws of any state of the united states and (ii) the
      restrictions on transfer contained in the Indenture and the Private Placement
      Legend are not required in order to maintain compliance with the Notes Act.
      upon
      consummation of the proposed Transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note will no longer
      be subject to the restrictions on transfer enumerated in the Private Placement
      Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
      and in the Indenture.


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    (b)     
       ̈ Check
      if
      Transfer is Pursuant to Regulation S. (i) The Transfer is being
      effected pursuant to and in accordance with Rule 903 or Rule 904 under the
      Notes
      Act and in compliance with the transfer restrictions contained in the Indenture
      and any applicable blue sky Notes laws of any state of the united States and
      (ii) the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Notes
      Act. Upon consummation of the proposed Transfer in accordance with the terms
      of
      the Indenture, the transferred beneficial interest or Definitive Note will
      no
      longer be subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the Restricted Global Notes, on Restricted
      Definitive Notes and in the Indenture.

     

    (c)     
       ̈ Check
      if
      Transfer is Pursuant to other Exemption. (i) The Transfer is being
      effected pursuant to and in compliance with an exemption from the registration
      requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
      and
      in compliance with the transfer restrictions contained in the Indenture and
      any
      applicable blue sky securities laws of any state of the United States and (ii)
      the restrictions on transfer contained in the Indenture and the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act. upon consummation of the proposed Transfer in accordance with
      the terms of the Indenture, the transferred beneficial interest or Definitive
      Note will not be subject to the restrictions on transfer enumerated in the
      Private Placement Legend printed on the Restricted Global Notes or Restricted
      Definitive Notes and in the Indenture.

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

     

    This
      certificate and the statements contained herein are made for your benefit and
      the benefit of the Company.

    


    
      	 	 	 	 
	 	 	
              [Insert
                Name of Transferor]

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    Dated:  ______________________


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    FORM
      OF
      CERTIFICATE FROM

    ACQUIRING
      INSTITUTIONAL ACCREDITED INVESTOR

    


    GASTAR
      EXPLORATION USA, INC.

    1331
      Lamar Street, Suite 1080

    Houston,
      Texas 77010

    Attention:  Chief
      Financial Officer

    


    If
      to the
      Trustee:

    Wells
      Fargo Bank, National Association

    1445
      Ross
      Avenue, 2nd Floor

    Dallas,
      Texas 75202 2812

    Facsimile
      No.: (214) 777-4806

    Attention:  Corporate
      Trust Services

    


    Re:  12
      3⁄4% Senior Secured Notes due 2012

    


    Reference
      is hereby made to the Indenture, dated as of November 29, 2007 (the
“Indenture”), among Gastar Exploration USA, Inc., as issuer (the
“Company”), the Guarantors party thereto and Wells Fargo Bank, National
      Association, as trustee and collateral agent.  Capitalized terms used
      but not defined herein shall have the meanings given to them in the
      Indenture.

    


    In
      connection with our proposed purchase of $____________ aggregate principal
      amount of:

    


    (a)   ̈
      a beneficial interest
      in a Global Note, or

    


    (b)   ̈
      a Definitive
      Note,

    


    we
      confirm that:

    


    1.           We
      understand that any subsequent transfer of the Notes or any interest therein
      is
      subject to certain restrictions and conditions set forth in the Indenture and
      the undersigned agrees to be bound by, and not to resell, pledge or otherwise
      transfer the Notes or any interest therein except in compliance with, such
      restrictions and conditions and the Securities Act of 1933, as amended (the
      “Securities Act”).

    


    2.           We
      understand that the offer and sale of the Notes have not been registered under
      the Securities Act, and that the Notes and any interest therein may not be
      offered or sold except as permitted in the following sentence.  We
      agree, on our own behalf and on behalf of any accounts for which we are acting
      as hereinafter stated, that if we should sell the Notes or any interest therein,
      we will do so only (A) to the Company or any subsidiary thereof, (B) in
      accordance with Rule 144A under the Securities Act to a “qualified institutional
      buyer” (as defined therein), (C) to an institutional “accredited investor” (as
      defined below) that, prior to such transfer, furnishes (or has furnished on
      its
      behalf by a U.S. broker-dealer) to you and to the Company a signed letter
      substantially in the form of this letter and an Opinion of Counsel in form
      reasonably acceptable to the Company to the effect that such transfer is in
      compliance with the Securities Act, (D) outside the United States in accordance
      with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
      provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
      effective registration statement under the Securities Act, and we further agree
      to provide to any Person purchasing the Definitive Note or beneficial interest
      in a Global Note from us in a transaction meeting the requirements of clauses
      (A) through (E) of this paragraph a notice advising such purchaser that resales
      thereof are restricted as stated herein.


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    3.           We
      understand that, on any proposed resale of the Notes or beneficial interest
      therein, we will be required to furnish to you and the Company such
      certifications, legal opinions and other information as you and the Company
      may
      reasonably require to confirm that the proposed sale complies with the foregoing
      restrictions.  We further understand that the Notes purchased by us
      will bear a legend to the foregoing effect.

    


    4.           We
      are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
      (3) or (7) of Regulation D under the Securities Act) and have such knowledge
      and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of our investment in the Notes, and we and any accounts for
      which we are acting are each able to bear the economic risk of our or its
      investment.

    


    5.           We
      are acquiring the Notes or beneficial interest therein purchased by us for
      our
      own account or for one or more accounts (each of which is an institutional
      “accredited investor”) as to each of which we exercise sole investment
      discretion.

    


    You
      and
      the Company are entitled to rely upon this letter and are irrevocably authorized
      to produce this letter or a copy hereof to any interested party in any
      administrative or legal proceedings or official inquiry with respect to the
      matters covered hereby.

    


    
      	 	  	 
	 	
              [Insert
                Name of Transferor]

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    Dated:  _______________________


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      NOTATION OF GUARANTEE

    


    For
      value
      received, each Guarantor (which term includes any successor Person under the
      Indenture) has, jointly and severally, unconditionally guaranteed, to the extent
      set forth in the Indenture and subject to the provisions in the Indenture dated
      as of November 29, 2007 (the “Indenture”) among Gastar Exploration USA,
      Inc., (the “Company”), the Guarantors party thereto and Wells Fargo
      Bank, National Association, as trustee (the “Trustee”) and collateral
      agent, (a) the due and punctual payment of the principal of, premium, if any,
      and interest on, the Notes, whether at maturity, by acceleration, redemption
      or
      otherwise, the due and punctual payment of interest on overdue principal of
      and
      interest on the Notes, if any, if lawful, and the due and punctual performance
      of all other obligations of the Company to the Holders or the Trustee all in
      accordance with the terms of the Indenture and (b) in case of any extension
      of
      time of payment or renewal of any Notes or any of such other obligations, that
      the same will be promptly paid in full when due or performed in accordance
      with
      the terms of the extension or renewal, whether at stated maturity, by
      acceleration or otherwise.  The obligations of the Guarantors to the
      Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture,
      and the limitations thereon, are expressly set forth in Article 12 of the
      Indenture and reference is hereby made to the Indenture for the precise terms
      of
      the Guarantee.

    


    Capitalized
      terms used but not defined herein have the meanings given to them in the
      Indenture.

    


    
      	 	
              [NAME
                OF
                GUARANTOR] 

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              
                [NAME
                  OF
                  GUARANTOR] 

              

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              
                [NAME
                  OF
                  GUARANTOR] 

              

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    


    FORM
      OF
      SUPPLEMENTAL INDENTURE

    TO
      BE
      DELIVERED BY SUBSEQUENT GUARANTORS

    


    Supplemental
      Indenture (this “Supplemental Indenture”), dated as of
      ________________, 2007, among __________________ (the “Guaranteeing
      Subsidiary”), a subsidiary of Gastar Exploration Ltd. (or its permitted
      successor), an Alberta company (the “Parent”), Gastar Exploration
      (USA), Inc. (the “Company”), the other Guarantors (as defined in the
      Indenture referred to herein) and Wells Fargo Bank, National Association, as
      trustee (the “Trustee”) and collateral agent (the “Collateral
      Agent”) under the Indenture referred to below.

    


    W
      I T N E
      S S E T H

    


    WHEREAS,
      the Company has heretofore executed and delivered to the Trustee and Collateral
      Agent an indenture (the “Indenture”), dated as of November 29, 2007
      providing for the issuance of 12 3⁄4% Senior Secured Notes due 2012 (the
“Notes”);

    


    WHEREAS,
      the Indenture provides that under certain circumstances the Guaranteeing
      Subsidiary shall execute and deliver to the Trustee and Collateral Agent a
      supplemental indenture pursuant to which the Guaranteeing Subsidiary shall
      unconditionally guarantee all of the Company’s Obligations under the Notes and
      the Indenture on the terms and conditions set forth herein (the
“Guarantee”); and

    


    WHEREAS,
      pursuant to Section 9.01 of the Indenture, the Trustee and Collateral Agent
      are
      authorized to execute and deliver this Supplemental Indenture.

    


    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Guaranteeing
      Subsidiary and the Trustee and Collateral Agent  mutually covenant and
      agree for the equal and ratable benefit of the Holders of the Notes as
      follows:

    


    1.           Capitalized
      Terms.  Capitalized terms used herein without definition shall have
      the meanings assigned to them in the Indenture.

    


    2.           Agreement
      to Guarantee.  The Guaranteeing Subsidiary hereby agrees to give and
      provide its unconditional Guarantee on the terms and subject to the conditions
      set forth in the Guarantee and in the Indenture including but not limited to
      Article 12 thereof, and subject to the limitations therein.

    


    3.           No
      Recourse Against Others.  No director, officer, employee, incorporator
      or stockholder of the Company or any Guarantor, as such, will have any liability
      for any obligations of the Company or the Guarantors under the Notes, the
      Indenture or the Guarantees or for any claim based on, in respect of, or by
      reason of, such obligations or their creation.  Each Holder 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.  The waiver may not be effective to waive liabilities under the
      federal securities laws.

    


    4.           NEW
      YORK LAW TO GOVERN.  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN
      AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

    


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

    


    6.           Effect
      of Headings.  The Section headings herein are for convenience only and
      shall not affect the construction hereof.


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    7.           The
      Trustee and Collateral Agent.  The Trustee and Collateral Agent shall
      not be responsible in any manner whatsoever for or in respect of the validity
      or
      sufficiency of this Supplemental Indenture or for or in respect of the recitals
      contained herein, all of which recitals are made solely by the Guaranteeing
      Subsidiary and the Company.


    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


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

    


    Dated:  _______________,
      20__

    


    
      	 	
              [GUARANTEEING
                SUBSIDIARY]

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              GASTAR
                EXPLORATION
                USA, INC.

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              [EXISTING
                GUARANTORS]

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	
              WELLS
                FARGO
                BANK,
                NATIONAL
                ASSOCIATION,

            	 
	 	
                as
                Trustee and Collateral Agent

            	 
	 	 	 
	 	
              By:

            	 	 
	 	 	
              Authorized
                Signatory

            	 


    

    


     

    F-3