Exhibit 4.2
 
 OASIS PETROLEUM INC.,
AS ISSUER
 AND
 ANY SUBSIDIARY GUARANTORS PARTY HERETO
 AND
 [_____________],
AS TRUSTEE
 
 SENIOR INDENTURE
 DATED AS OF _____________, 20__




---



##### 



TABLE OF CONTENTS
 PageARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101. Definitions
    
    
    1SECTION 102. Compliance Certificates and Opinions
    
    
    7SECTION 103. Form of Documents Delivered to Trustee
    
    
    8SECTION 104. Acts of Holders; Record Dates
    
    
    8SECTION 105. Notices, Etc., to Trustee and Company
    
    
    10SECTION 106. Notice to Holders; Waiver
    
    
    11SECTION 107. Conflict with Trust Indenture Act
    
    
    11SECTION 108. Effect of Headings and Table of Contents
    
    
    11SECTION 109. Successors and Assigns
    
    
    11SECTION 110. Separability Clause
    
    
    12SECTION 111. Benefits of Indenture
    
    
    12SECTION 112. Governing Law
    
    
    12SECTION 113. Legal Holidays
    
    
    12SECTION 114. No Recourse Against Others
    
    
    12SECTION 115. Indenture May Be Executed in Counterparts
    
    
    12ARTICLE TWOSECURITY FORMSSECTION 201. Forms Generally
    
    
    13SECTION 202. Form of Face of Security
    
    
    13SECTION 203. Form of Reverse of Security
    
    
    15SECTION 204. Form of Notation of Subsidiary Guarantee
    
    
    18SECTION 205. Form of Legend for Global Securities
    
    
    19SECTION 206. Form of Trustees Certificate of Authentication
    
    
    19SECTION 207. Form of Conversion Notice
    
    
    19ARTICLE THREETHE SECURITIESSECTION 301. Amount Unlimited; Issuable in Series
    
    
    21SECTION 302. Denominations
    
    
    23SECTION 303. Execution, Authentication, Delivery and Dating
    
    
    23SECTION 304. Temporary Securities
    
    
    25SECTION 305. Registration, Registration of Transfer and Exchange
    
    
    25SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    27SECTION 307. Payment of Interest; Interest Rights Preserved
    
    
    28SECTION 308. Persons Deemed Owners
    
    
    29SECTION 309. Cancellation
    
    
    29SECTION 310. Computation of Interest
    
    
    29
 i




---



##### 



PageARTICLE FOURSATISFACTION AND DISCHARGESECTION 401. Satisfaction and Discharge of Indenture
    
    
    29SECTION 402. Application of Trust Money
    
    
    31ARTICLE FIVEREMEDIESSECTION 501. Events of Default
    
    
    31SECTION 502. Acceleration of Maturity; Rescission and Annulment
    
    
    33SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    34SECTION 504. Trustee May File Proofs of Claim
    
    
    34SECTION 505. Trustee May Enforce Claims Without Possession of Securities
    
    
    35SECTION 506. Application of Money Collected
    
    
    35SECTION 507. Limitation on Suits
    
    
    35SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
    
    
    36SECTION 509. Restoration of Rights and Remedies
    
    
    36SECTION 510. Rights and Remedies Cumulative
    
    
    36SECTION 511. Delay or Omission Not Waiver
    
    
    37SECTION 512. Control by Holders
    
    
    37SECTION 513. Waiver of Past Defaults
    
    
    37SECTION 514. Undertaking for Costs
    
    
    37SECTION 515. Waiver of Usury, Stay or Extension Laws
    
    
    38ARTICLE SIXTHE TRUSTEESECTION 601. Certain Duties and Responsibilities
    
    
    38SECTION 602. Notice of Defaults
    
    
    38SECTION 603. Certain Rights of Trustee
    
    
    38SECTION 604. Not Responsible for Recitals or Issuance of Securities
    
    
    39SECTION 605. May Hold Securities
    
    
    39SECTION 606. Money Held in Trust
    
    
    40SECTION 607. Compensation and Reimbursement
    
    
    40SECTION 608. Conflicting Interests
    
    
    40SECTION 609. Corporate Trustee Required; Eligibility
    
    
    40SECTION 610. Resignation and Removal; Appointment of Successor
    
    
    41SECTION 611. Acceptance of Appointment by Successor
    
    
    42SECTION 612. Merger, Conversion, Consolidation or Succession to Business
    
    
    43SECTION 613. Preferential Collection of Claims Against Company and Subsidiary Guarantors
    
    
    43SECTION 614. Appointment of Authenticating Agent
    
    
    44
 ii




---



##### 



PageARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANYSECTION 701. Company to Furnish Trustee Names and Addresses of Holders
    
    
    45SECTION 702. Preservation of Information; Communications to Holders
    
    
    45SECTION 703. Reports by Trustee
    
    
    46SECTION 704. Reports by Company and Subsidiary Guarantors
    
    
    46ARTICLE EIGHTCONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASESECTION 801. Company May Consolidate, Etc., Only on Certain Terms
    
    
    46SECTION 802. Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms
    
    
    47SECTION 803. Successor Substituted
    
    
    48ARTICLE NINESUPPLEMENTAL INDENTURESSECTION 901. Supplemental Indentures Without Consent of Holders
    
    
    48SECTION 902. Supplemental Indentures With Consent of Holders
    
    
    49SECTION 903. Execution of Supplemental Indentures
    
    
    51SECTION 904. Effect of Supplemental Indentures
    
    
    51SECTION 905. Conformity with Trust Indenture Act
    
    
    51SECTION 906. Reference in Securities to Supplemental Indentures
    
    
    51ARTICLE TENCOVENANTSSECTION 1001. Payment of Principal, Premium and Interest
    
    
    51SECTION 1002. Maintenance of Office or Agency
    
    
    52SECTION 1003. Money for Securities Payments to Be Held in Trust
    
    
    52SECTION 1004. Statement by Officers as to Default
    
    
    53SECTION 1005. Existence
    
    
    53SECTION 1006. Maintenance of Properties
    
    
    54SECTION 1007. Payment of Taxes and Other Claims
    
    
    54SECTION 1008. Maintenance of Insurance
    
    
    54SECTION 1009. Waiver of Certain Covenants
    
    
    54ARTICLE ELEVENREDEMPTION OF SECURITIESSECTION 1101. Applicability of Article
    
    
    55SECTION 1102. Election to Redeem; Notice to Trustee
    
    
    55SECTION 1103. Selection by Trustee of Securities to Be Redeemed
    
    
    55SECTION 1104. Notice of Redemption
    
    
    56
 iii




---



##### 



PageSECTION 1105. Deposit of Redemption Price
    
    
    57SECTION 1106. Securities Payable on Redemption Date
    
    
    57SECTION 1107. Securities Redeemed in Part
    
    
    57ARTICLE TWELVE[INTENTIONALLY OMITTED]ARTICLE THIRTEENSUBSIDIARY GUARANTEESSECTION 1301. Applicability of Article
    
    
    58SECTION 1302. Subsidiary Guarantees
    
    
    58SECTION 1303. Execution and Delivery of Notations of Subsidiary Guarantees
    
    
    60SECTION 1304. Release of Subsidiary Guarantors
    
    
    60SECTION 1305. Additional Subsidiary Guarantors
    
    
    60SECTION 1306. Limitation on Liability
    
    
    61ARTICLE FOURTEEN[INTENTIONALLY OMITTED]ARTICLE FIFTEENDEFEASANCE AND COVENANT DEFEASANCESECTION 1501. Companys Option to Effect Defeasance or Covenant Defeasance
    
    
    61SECTION 1502. Defeasance and Discharge
    
    
    61SECTION 1503. Covenant Defeasance
    
    
    62SECTION 1504. Conditions to Defeasance or Covenant Defeasance
    
    
    62SECTION 1505. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions
    
    
    64SECTION 1506. Reinstatement
    
    
    64ARTICLE SIXTEENSINKING FUNDSSECTION 1601. Applicability of Article
    
    
    65SECTION 1602. Satisfaction of Sinking Fund Payments with Securities
    
    
    65SECTION 1603. Redemption of Securities for Sinking Fund
    
    
    65[Schedule I Subsidiary Guarantors]
 iv




---



##### 



OASIS PETROLEUM INC.
  INDENTURETRUST INDENTURE ACT SECTION
    
    SECTIONSection 310(a)(1)
    
    
    609(a)(2)
    
    
    609(a)(3)
    
    Not Applicable(a)(4)
    
    Not Applicable(b)
    
    
    608, 610Section 311(a)
    
    
    613(b)
    
    
    613Section 312(a)
    
    
    701,702(b)
    
    
    702(c)
    
    
    702Section 313(a)
    
    
    703(b)
    
    
    703(c)
    
    
    703(d)
    
    
    703Section 314(a)
    
    
    704(a)(4)
    
    
    101,1004(b)
    
    Not Applicable(c)(1)
    
    
    102(c)(2)
    
    
    102(c)(3)
    
    Not Applicable(d)
    
    Not Applicable(e)
    
    
    102Section 315(a)
    
    
    601(b)
    
    
    602(c)
    
    
    601(d)
    
    
    601(e)
    
    
    514Section 316(a)
    
    
    101(a)(1)(A)
    
    
    502, 512(a)(1)(B)
    
    
    513(a)(2)
    
    Not Applicable(b)
    
    
    508(c)
    
    
    104
 v




---



##### 



TRUST INDENTURE
    
    INDENTUREACT SECTION
    
    SECTIONSection 317(a)(1)
    
    
    503(a)(2)
    
    
    504(b)
    
    
    1003Section 318(a)
    
    
    107
  vi




---



##### 



INDENTURE Company Trustee
 RECITALS OF THE COMPANY AND THE SUBSIDIARY GUARANTORS
 Securities
   NOW, THEREFORE, THIS INDENTURE WITNESSETH:
  ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
 Definitions
     1




---



##### 



Act
 Affiliate
 Authenticating Agent
 Board of Directors
 Board Resolution
 Business Day
 Capital Stock
 Commission
 Common Stock
 2




---



##### 



Company
 Company Request Company Order
 Conversion Agent
 Corporate Trust Office
 corporation
 Covenant Defeasance
 Debt
 Defaulted Interest
 Defeasance
 Depositary
 Event of Default
 Exchange Act
 Expiration Date
 Global Security
 Holder
 Indenture
 3




---



##### 



interest
 Interest Payment Date
 Investment Company Act
 Maturity
 Notice of Default
 Officers Certificate
 Opinion of Counsel
 Original Issue Discount Security
 Outstanding
   4




---



##### 



Paying Agent
 Person
 Place of Payment
 Predecessor Security
 5




---



##### 



Redemption Date
 Redemption Price
 Regular Record Date
 Securities
 Securities Act
 Security Register Security Registrar
 Significant Subsidiary
 Special Record Date
 Stated Maturity
 Subsidiary
 Subsidiary Guarantees
 Subsidiary Guarantors Schedule I
 6




---



##### 



Trust Indenture Act
 Trustee
 U.S. Government Obligation
 Vice President
 Voting Stock
 Wholly Owned Subsidiary
 Compliance Certificates and Opinions
     7




---



##### 



Form of Documents Delivered to Trustee
    Acts of Holders; Record Dates
 Act
 8




---



##### 



9




---



##### 



Expiration Date
  Notices, Etc., to Trustee and Company
    10




---



##### 



Notice to Holders; Waiver
   Conflict with Trust Indenture Act
  Effect of Headings and Table of Contents
  Successors and Assigns
  11




---



##### 



Separability Clause
  Benefits of Indenture
  Governing Law
  Legal Holidays
  No Recourse Against Others
  Indenture May Be Executed in Counterparts
  12




---



##### 



ARTICLE TWO
SECURITY FORMS
 Forms Generally
   Form of Face of Security
   No.__________
    
    $ ________
  13




---



##### 



[ ]
 Dated:
    
    OASIS PETROLEUM INC.By:[Attest:
 14




---



##### 



]
 Form of Reverse of Security
   Redemption
    
    RedemptionYear
    
    Price
    
    Year
    
    Price
   15




---



##### 



Redemption Price For Redemption
    
    Redemption Price For RedemptionThrough Operation of the Sinking
    
    Otherwise Than Through OperationYear
    
    Fund
    
    of the Sinking Fund
      16




---



##### 



17




---



##### 



Form of Notation of Subsidiary Guarantee
 NOTATION OF SUBSIDIARY GUARANTEE
  18




---



##### 



[Insert Names of Subsidiary Guarantors]By:Title:
 Form of Legend for Global Securities
  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED,
AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME
OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
 Form of Trustees Certificate of Authentication
   [____________],
As TrusteeBy:Authorized Officer Form of Conversion Notice
 19




---



##### 



Conversion Notice
   Dated:Signature
  Social Security or other TaxpayerIdentification Number
 (Name)(Please print name and address)Principal amount to be converted: (if less than all)$Signature Guarantee*
 
 *
    
    Participant in a recognized Signature Guarantee Medallion Program (or other signature acceptable
to the Trustee). 20




---



##### 



ARTICLE THREE
THE SECURITIES
 Amount Unlimited; Issuable in Series
            21




---



##### 



22




---



##### 



Denominations
  Execution, Authentication, Delivery and Dating
   23




---



##### 



24




---



##### 



Temporary Securities
   Registration, Registration of Transfer and Exchange
 Security Register Security Registrar
  25




---



##### 



26




---



##### 



Mutilated, Destroyed, Lost and Stolen Securities
    27




---



##### 



Payment of Interest; Interest Rights Preserved
  Defaulted Interest
  28




---



##### 



Persons Deemed Owners
  Cancellation
  Computation of Interest
  ARTICLE FOUR
SATISFACTION AND DISCHARGE
 Satisfaction and Discharge of Indenture
 29




---



##### 



30




---



##### 



Application of Trust Money
  ARTICLE FIVE
REMEDIES
 Events of Default
 Event of Default
     Notice of Default
 31




---



##### 



32




---



##### 



Acceleration of Maturity; Rescission and Annulment
       33




---



##### 



Collection of Indebtedness and Suits for Enforcement by Trustee
      Trustee May File Proofs of Claim
  34




---



##### 



Trustee May Enforce Claims Without Possession of Securities
  Application of Money Collected
     Limitation on Suits
   35




---



##### 



Unconditional Right of Holders to Receive Principal, Premium and Interest
  Restoration of Rights and Remedies
  Rights and Remedies Cumulative
  36




---



##### 



Delay or Omission Not Waiver
  Control by Holders
    Waiver of Past Defaults
     Undertaking for Costs
 37




---



##### 



Waiver of Usury, Stay or Extension Laws
  ARTICLE SIX
THE TRUSTEE
 Certain Duties and Responsibilities
  Notice of Defaults
  Certain Rights of Trustee
  38




---



##### 



Not Responsible for Recitals or Issuance of Securities
  May Hold Securities
 39




---



##### 



Money Held in Trust
  Compensation and Reimbursement
     Conflicting Interests
  Corporate Trustee Required; Eligibility
  40




---



##### 



Resignation and Removal; Appointment of Successor
          41




---



##### 



Acceptance of Appointment by Successor
   42




---



##### 



Merger, Conversion, Consolidation or Succession to Business
  Preferential Collection of Claims Against Company and Subsidiary Guarantors
  43




---



##### 



Appointment of Authenticating Agent
    44




---



##### 



This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
 [______________],
As TrusteeBy:As Authenticating AgentBy:Authorized Officer ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
 Company to Furnish Trustee Names and Addresses of Holders
     Preservation of Information; Communications to Holders
  45




---



##### 



Reports by Trustee
   Reports by Company and Subsidiary Guarantors
  ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
 Company May Consolidate, Etc., Only on Certain Terms
  Successor Company
 46




---



##### 



Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms
  Successor Subsidiary Guarantor
 47




---



##### 



Successor Substituted
   ARTICLE NINE
SUPPLEMENTAL INDENTURES
 Supplemental Indentures Without Consent of Holders
     48




---



##### 



Supplemental Indentures With Consent of Holders
  49




---



##### 



50




---



##### 



Execution of Supplemental Indentures
  Effect of Supplemental Indentures
  Conformity with Trust Indenture Act
  Reference in Securities to Supplemental Indentures
  ARTICLE TEN
COVENANTS
 Payment of Principal, Premium and Interest
  51




---



##### 



Maintenance of Office or Agency
   Money for Securities Payments to Be Held in Trust
    52




---



##### 



Statement by Officers as to Default
   Existence
 53




---



##### 



Maintenance of Properties
  Payment of Taxes and Other Claims
  Maintenance of Insurance
  Waiver of Certain Covenants
  54




---



##### 



ARTICLE ELEVEN
REDEMPTION OF SECURITIES
 Applicability of Article
  Election to Redeem; Notice to Trustee
  Selection by Trustee of Securities to Be Redeemed
  55




---



##### 



Notice of Redemption
       56




---



##### 



Deposit of Redemption Price
  Securities Payable on Redemption Date
   Securities Redeemed in Part
  57




---



##### 



ARTICLE TWELVE
[INTENTIONALLY OMITTED]
 ARTICLE THIRTEEN
SUBSIDIARY GUARANTEES
 Applicability of Article
  Subsidiary Guarantees
   58




---



##### 



59




---



##### 



Execution and Delivery of Notations of Subsidiary Guarantees
  Release of Subsidiary Guarantors
  Additional Subsidiary Guarantors
  60




---



##### 



Limitation on Liability
  ARTICLE FOURTEEN
[INTENTIONALLY OMITTED]
 ARTICLE FIFTEEN
DEFEASANCE AND COVENANT DEFEASANCE
 Companys Option to Effect Defeasance or Covenant Defeasance
  Defeasance and Discharge
 Defeasance
 61




---



##### 



Covenant Defeasance
 Covenant Defeasance
 Conditions to Defeasance or Covenant Defeasance
   62




---



##### 



U.S. Government
Obligation
     63




---



##### 



Deposited Money and U.S. Government Obligations to Be Held in Trust;
Miscellaneous Provisions
 Trustee
   Reinstatement
 64




---



##### 



ARTICLE SIXTEEN
SINKING FUNDS
 Applicability of Article
   Satisfaction of Sinking Fund Payments with Securities
  Redemption of Securities for Sinking Fund
 65




---



##### 



66




---



##### 



ISSUER:OASIS PETROLEUM INC.By:Name:Title:SUBSIDIARY GUARANTORS:[INSERT SUBSIDIARY GUARANTORS]By:Name:Title:TRUSTEE:[],as TrusteeBy:Name:Title:




---



##### 



SCHEDULE I  SUBSIDIARY GUARANTORS
 SUBSIDIARY
    
    STATE OF ORGANIZATION
 [ ]