REGISTRATION STATEMENT THAT HAS BEEN DECLARED
> EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS 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. PERSONS
> THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E)
> TO AN INSTITUTIONAL ACCREDITED INVESTOR OR (F) PURSUANT TO RULE 144 UNDER THE
> SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
> REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
> PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
> OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE TRUSTEE SHALL HAVE THE RIGHT
> PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (F) TO
> REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
> INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING
> CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING IN
> THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.]3/
___________________
3.
This paragraph should be removed upon the exchange of Series A Notes for
Series B Notes in an Exchange Offer or upon the transfer of the Series A Notes
that have been sold pursuant to the terms of the shelf registration contemplated
by a Registration Rights Agreement.
1.
Interest.
ASCENT ENERGY INC., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
113⁄4% per annum from September 28, 2001 until maturity and, if applicable, shall
pay the Liquidated Damages payable pursuant to Section 4 of the Registration
Rights Agreement referred to below.
The Company will pay interest and
Liquidated Damages, if any, semi-annually in arrears on April 30 and October 31
of each year, commencing April 30, 2002, 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 original
issuance; provided that if there is no existing Default or Event of Default in
the payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date, except in
the case of the original issuance of Notes, in which case interest shall accrue
from the date of authentication. The Company shall pay interest (including
post-petition interest in