exv4w1






Exhibit 4.1




EXECUTION COPY




SANDRIDGE ENERGY, INC.

as Issuer




the Guarantors party hereto




and




WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

 






Indenture




Dated as of May 14, 2009

 






9.875% SENIOR NOTES DUE 2016

 








 









 




CROSS-REFERENCE TABLE



	 	 	 	 	 	 
	TIA Sections	 	Indenture Sections	 
	§ 310
	 (a)	 	 	7.10	 
	 
	 (b)	 	 	7.08	 
	§ 311
	 	 	 	7.03	 
	§ 312
	 	 	 	12.02	 
	§ 313
	 	 	 	7.06	 
	§ 314
	 (a)	 	 	4, 4.02	 
	 
	 (c)	 	 	12.04	 
	 
	 (e)	 	 	12.05	 
	§ 315
	 (a)	 	 	7.01, 7.02	 
	 
	 (b)	 	 	7.02, 7.05	 
	 
	 (c)	 	 	7.01	 
	 
	 (d)	 	 	7.02	 
	 
	 (e)	 	 	6.12, 7.02	 
	§ 316
	 (a)	 	 	2.05, 6.02, 6.04, 6.05	 
	 
	 (b)	 	 	6.06, 6.07	 
	 
	 (c)	 	 	12.02	 
	§ 317
	 (a) (1)	 	 	6.08	 
	 
	 (a) (2)	 	 	6.09	 
	 
	 (b)	 	 	2.03	 
	§ 318
	 	 	 	12.01	 





 








 




RECITALS



	 	 	 	 	 
	ARTICLE 1

Definitions And Incorporation By Reference

	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2

The Notes

	 
	 	 	 	 
	Section 2.01. Form, Dating and Denominations; Legends
	 	 	37	 
	Section 2.02. Execution and Authentication; Exchange Notes;
Additional Notes
	 	 	38	 
	Section 2.03. Registrar, Paying Agent and Authenticating
Agent; Paying Agent to Hold Money in Trust
	 	 	39	 
	Section 2.04. Replacement Notes
	 	 	39	 
	Section 2.05. Outstanding Notes
	 	 	40	 
	Section 2.06. Temporary Notes
	 	 	40	 
	Section 2.07. Cancellation
	 	 	41	 
	Section 2.08. CUSIP and CINS Numbers
	 	 	41	 
	Section 2.09. Registration, Transfer and Exchange
	 	 	41	 
	Section 2.10. Restrictions on Transfer and Exchange
	 	 	44	 
	 
	 	 	 	 
	ARTICLE 3

Redemption; Offer to Purchase

	 
	 	 	 	 
	Section 3.01. Optional Redemption
	 	 	46	 
	Section 3.02. [Reserved]
	 	 	46	 
	Section 3.03. Method and Effect of Redemption
	 	 	46	 
	Section 3.04. Offer to Purchase
	 	 	48	 
	 
	 	 	 	 
	ARTICLE 4

Covenants

	 
	 	 	 	 
	Section 4.01. Payment of Notes
	 	 	50	 
	Section 4.02. Maintenance of Office or Agency
	 	 	50	 
	Section 4.03. Existence
	 	 	51	 
	Section 4.04. Payment of Obligations
	 	 	51	 
	Section 4.05. Maintenance of Properties and Insurance
	 	 	51	 
	Section 4.06. Limitation on Indebtedness and Disqualified Stock
	 	 	52	 
	Section 4.07. Limitation on Restricted Payments
	 	 	56	 
	Section 4.08. Limitation On Liens
	 	 	60	 
	Section 4.09. Limitation on Sale and Leaseback Transactions
	 	 	61	 
	Section 4.10. Limitation on
Dividend and other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	61	 





 








 






	 	 	 	 	 
	Section 4.11. [Reserved]
	 	 	64	 
	Section 4.12. Guarantees by Restricted Subsidiaries
	 	 	64	 
	Section 4.13. Repurchase of Notes Upon a Change of Control
	 	 	64	 
	Section 4.14. Limitation on Asset Sales
	 	 	64	 
	Section 4.15. Limitation on Transactions with Shareholders and Affiliates
	 	 	65	 
	Section 4.16. Line of Business
	 	 	67	 
	Section 4.17. [Reserved]
	 	 	67	 
	Section 4.18. Designation of Restricted and Unrestricted Subsidiaries
	 	 	67	 
	Section 4.19. [Reserved]
	 	 	69	 
	Section 4.20. Financial Reports
	 	 	69	 
	Section 4.21. Reports to Trustee
	 	 	70	 
	 
	 	 	 	 
	ARTICLE 5

Consolidation, Merger or Sale of Assets
	 
	 	 	 	 
	Section 5.01. Consolidation, Merger or Sale of Assets by the Company
	 	 	70	 
	Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor
	 	 	72	 
	 
	 	 	 	 
	ARTICLE 6

Default and Remedies
	 
	 	 	 	 
	Section 6.01. Events of Default
	 	 	73	 
	Section 6.02. Acceleration
	 	 	75	 
	Section 6.03. Other Remedies
	 	 	75	 
	Section 6.04. Waiver of Past Defaults
	 	 	76	 
	Section 6.05. Control by Majority
	 	 	76	 
	Section 6.06. Limitation on Suits
	 	 	76	 
	Section 6.07. Rights of Holders to Receive Payment
	 	 	77	 
	Section 6.08. Collection Suit by Trustee
	 	 	77	 
	Section 6.09. Trustee May File Proofs of Claim
	 	 	77	 
	Section 6.10. Priorities
	 	 	77	 
	Section 6.11. Restoration of Rights and Remedies
	 	 	78	 
	Section 6.12. Undertaking for Costs
	 	 	78	 
	Section 6.13. Rights and Remedies Cumulative
	 	 	78	 
	Section 6.14. Delay or Omission Not Waiver
	 	 	78	 
	Section 6.15. Waiver of Stay, Extension or Usury Laws
	 	 	79	 
	 
	 	 	 	 
	ARTICLE 7

The Trustee

	 
	 	 	 	 
	Section 7.01. General
	 	 	79	 
	Section 7.02. Certain Rights of Trustee
	 	 	79	 
	Section 7.03. Individual Rights of Trustee
	 	 	80	 
	Section 7.04. Trustee’s Disclaimer
	 	 	81	 
	Section 7.05. Notice of Default
	 	 	81	 
	Section 7.06. Reports by Trustee to Holders
	 	 	81	 






 









 





	 	 	 	 	 
	Section 7.07. Compensation and Indemnity
	 	 	81	 
	Section 7.08. Replacement of Trustee
	 	 	82	 
	Section 7.09. Successor Trustee by Merger
	 	 	83	 
	Section 7.10. Eligibility
	 	 	83	 
	Section 7.11. Money Held in Trust
	 	 	83	 
	 
	 	 	 	 
	ARTICLE 8

Defeasance and Discharge
	 
	 	 	 	 
	Section 8.01. Discharge of Company’s Obligations
	 	 	84	 
	Section 8.02. Legal Defeasance
	 	 	84	 
	Section 8.03. Covenant Defeasance
	 	 	85	 
	Section 8.04. Application of Trust Money
	 	 	86	 
	Section 8.05. Repayment to Company
	 	 	86	 
	Section 8.06. Reinstatement
	 	 	86	 
	 
	 	 	 	 
	ARTICLE 9

Amendments, Supplements and Waivers
	 
	 	 	 	 
	Section 9.01. Amendments Without Consent of Holders
	 	 	87	 
	Section 9.02. Amendments With Consent of Holders
	 	 	88	 
	Section 9.03. Effect of Consent
	 	 	89	 
	Section 9.04. Trustee’s Rights and Obligations
	 	 	89	 
	Section 9.05. Conformity With Trust Indenture Act
	 	 	89	 
	Section 9.06. Payments for Consents
	 	 	90	 
	 
	 	 	 	 
	ARTICLE 10

Reserved

	 
	 	 	 	 
	ARTICLE 11

Guarantees
	 
	 	 	 	 
	Section 11.01. The Guarantees
	 	 	90	 
	Section 11.02. Guarantee Unconditional
	 	 	90	 
	Section 11.03. Discharge; Reinstatement
	 	 	91	 
	Section 11.04. Waiver by the Guarantors
	 	 	91	 
	Section 11.05. Subrogation and Contribution
	 	 	91	 
	Section 11.06. Stay of Acceleration
	 	 	92	 
	Section 11.07. Limitation on Amount of Guarantee
	 	 	92	 
	Section 11.08. Execution and Delivery of Guarantee
	 	 	92	 
	Section 11.09. Release of Note Guarantee
	 	 	92	 
	 
	 	 	 	 
	ARTICLE 12

Miscellaneous

 
	Section 12.01. Trust Indenture Act of 1939
	 	 	93	 





 








 






	 	 	 	 	 
	Section 12.02. Noteholder Communications; Noteholder Actions
	 	 	93	 
	Section 12.03. Notices
	 	 	94	 
	Section 12.04. Certificate and Opinion as to Conditions Precedent
	 	 	95	 
	Section 12.05. Statements Required in Certificate or Opinion
	 	 	95	 
	Section 12.06. Payment Date Other Than a Business Day
	 	 	95	 
	Section 12.07. Governing Law
	 	 	96	 
	Section 12.08. No Adverse Interpretation of Other Agreements
	 	 	96	 
	Section 12.09. Successors
	 	 	96	 
	Section 12.10. Duplicate Originals
	 	 	96	 
	Section 12.11. Separability
	 	 	96	 
	Section 12.12. Table of Contents and Headings
	 	 	96	 
	Section 12.13. No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders
	 	 	96	 






 









 





	 	 	 	 	 
	EXHIBITS
	 	 	 	 
	EXHIBIT A   Form of Note
	 	 	 	 
	EXHIBIT B   Form of Supplemental Indenture
	 	 	 	 
	EXHIBIT C   Restricted Legend
	 	 	 	 
	EXHIBIT D   DTC Legend
	 	 	 	 
	EXHIBIT E   Original Issue Discount Legend
	 	 	 	 
	EXHIBIT F   Regulation S Certificate
	 	 	 	 
	EXHIBIT G   Rule 144A Certificate
	 	 	 	 
	EXHIBIT H   Institutional Accredited Investor Certificate
	 	 	 	 





 








 




     INDENTURE, dated as of May 14, 2009, among SANDRIDGE ENERGY, INC., a Delaware corporation, as
the Company, the Guarantors party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as Trustee.


RECITALS


     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance of up to $365,500,000 aggregate principal amount of the Company’s Senior Notes Due
2016, and, together with any Exchange Notes issued therefor, if and when issued, any Additional
Notes as provided herein (the “Notes”). All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done, and the Company has done
all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized),
when executed by the Company and authenticated and delivered by the Trustee and duly issued by the
Company, the valid obligations of the Company as hereinafter provided.


     In addition, the Guarantors party hereto have duly authorized the execution and delivery of
this Indenture as guarantors of the Notes. All things necessary to make this Indenture a valid
agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has
done all things necessary to make the Note Guarantees, when the Notes are executed by the Company
and authenticated and delivered by the Trustee and duly issued by the Company, the valid
obligations of such Guarantor as hereinafter provided.


     This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture
Act that are required to be a part of and govern indentures qualified under the Trust Indenture
Act.


THIS INDENTURE WITNESSETH


     For and in consideration of the premises and the purchase of the Notes by the Holders thereof,
the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as
follows:


ARTICLE 1

Definitions And Incorporation By Reference


     Section 1.01. Definitions.


     “Acquired Debt” means
Indebtedness of a Person (1) existing at the time such Person becomes a
Restricted Subsidiary or (2) assumed in connection with 


1








 







the acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary or such acquisition, as the case may be. Acquired Debt shall be deemed to be incurred
on the date of the related acquisition of assets from any Person or the date the acquired Person
becomes a Restricted Subsidiary, as the case may be.



     “Additional Assets” means (i) any assets or property (other than cash, Cash Equivalents or
securities) used in the Oil and Gas Business or any business ancillary thereto, (ii) Investments in
any other Person engaged in the Oil and Gas Business or any business ancillary thereto (including
the acquisition from third parties of Capital Stock of such Person) as a result of which such other
Person becomes a Restricted Subsidiary, (iii) the acquisition from third parties of Capital Stock
of a Restricted Subsidiary or (iv) Permitted Business Investments.



     “Additional Interest” means additional interest owed to the Holders pursuant to a Registration
Rights Agreement.



     “Additional Notes” means any Notes issued under this Indenture in addition to the Original
Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same
terms in all respects as the Original Notes except that interest may accrue on the Additional Notes
from their date of issuance.



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



     (i) the sum of



     (a) discounted future net revenues from proved oil and gas reserves of the Company and its
Restricted Subsidiaries calculated in accordance with SEC guidelines before any state, federal or
foreign income taxes, as estimated in a reserve report prepared as of the end of the Company’s most
recently completed fiscal year, which reserve report is prepared or reviewed by independent
petroleum engineers as to reserves accounting for at least 80% of all such discounted future net
revenues and by the Company’s petroleum engineers with respect to any other reserves covered by
such report, as increased by, as of the date of determination, the estimated discounted future net
revenues from (1) estimated proved oil and gas reserves acquired since such year-end, which
reserves were not reflected in such year-end reserve report, and (2) estimated increases in proved
oil and gas reserves since such year-end due to exploration, development or exploitation activities
or due to changes in geological conditions or other factors which would, in accordance with
standard industry practice, cause such revisions, 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 estimated discounted future net revenues from (3)



2








 







estimated proved oil and gas reserves reflected in such year-end report produced or disposed
of since such year-end and (4) estimated oil and gas reserves attributable to downward revisions of
estimates of proved oil and gas reserves since such year-end due to changes in geological
conditions or other factors which would, in accordance with standard industry practice, cause such
revisions, in each case calculated in accordance with SEC guidelines (utilizing the prices utilized
in such year-end reserve report); provided 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
Company’s petroleum engineers, unless there is a Material Change as a result of such acquisitions,
dispositions or revisions, in which event the discounted future net revenues utilized for purposes
of this clause (i)(a) shall be confirmed in writing an independent petroleum engineer, plus



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



     (c) the Net Working Capital on a date no earlier than the date of the Company’s latest annual
or quarterly financial statements, plus



     (d) the greater of (1) the net book value on a date no earlier than the date of the Company’s
latest annual or quarterly financial statements and (2) the appraised value, as estimated by
independent appraisers, of other tangible assets (including, without duplication, Investments in
unconsolidated Restricted Subsidiaries) of the Company and its Restricted Subsidiaries, as of the
date no earlier than the date of the Company’s latest audited financial statements (provided that
the Company shall not be required to obtain such appraisal of such assets if no such appraisal has
been performed),



     minus (ii) the sum of



     (a) minority interests, plus



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



     (c) to the extent included in (i)(a) above, the discounted future net revenues, calculated in
accordance with SEC guidelines (utilizing the prices utilized in the Company’s year-end reserve
report), attributable to reserves which are required to be delivered to third parties to fully
satisfy the obligations of the Company and its Restricted Subsidiaries with respect to Volumetric
Production



3









 







Payments (determined, if applicable, using the schedules specified with respect thereto) plus



     (d) the discounted future net revenues, calculated in accordance with SEC guidelines,
attributable to reserves subject to Dollar-Denominated Production Payments which, based on the
estimates of production and price assumptions included in determining the discounted future net
revenues specified in (i)(a) above, would be necessary to fully satisfy the payment obligations of
the Company and its Restricted Subsidiaries with respect to Dollar-Denominated Production Payments
(determined, if applicable, using the schedules specified with respect thereto).



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



     “Adjusted Treasury Rate” means, with respect to any redemption date, the sum of (a) 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) which has become publicly available at least two Business Days prior to the redemption date
(or, if such Statistical Release is no longer published, any publicly available source or similar
market data)) most nearly equal to the period from the redemption date to May 15, 2013; provided,
however, that if the period from the redemption date to May 15, 2013 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 May 15, 2013 is less than one year,
the weekly average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used, plus (b) 0.50%.



     “Affiliate” means, with respect to any specified Person: (1) any other Person directly or
indirectly controlling or controlled by or under direct or indirect common control with such
specified Person; (2) any other Person that owns, directly or indirectly, 10% or more of the Voting
Stock of such specified Person (or any of such specified Person’s direct or indirect parent’s
Voting Stock); or (3) any other Person 10% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.



4









 





     “Agent” means any Registrar, Paying Agent or Authenticating Agent.



     “Agent Member” means a member of, or a participant in, the Depositary.



     “Applicable Premium” means at any redemption date, the greater of (i) 1.00% of the principal
amount of such Note and (ii) the excess of (A) the present value at such redemption date of (1) the
redemption price of such notes on May 15, 2013 (as set forth in Section 3.01 of this Indenture)
exclusive of any accrued interest, plus (2) all required remaining scheduled interest payments due
on such Note through May 15, 2013, (but excluding accrued and unpaid interest to the redemption
date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal
amount of such Note on such redemption date.



     “Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition
(including, without limitation, by way of merger or consolidation, Production Payments and Reserve
Sales or a Sale Leaseback Transaction) (collectively, a “transfer”), directly or indirectly, in one
or a series of related transactions, of:



     (1) any Capital Stock of any Restricted Subsidiary;



     (2) all or substantially all of the properties and assets of any division or line of business
of the Company or any Restricted Subsidiary; or



     (3) any other properties, assets or rights of the Company or any Restricted Subsidiary other
than in the ordinary course of business.



     For the purposes of this definition, the term “Asset Sale” shall not include:



     (A) any transfer of properties and assets (including any Capital Stock of a Restricted
Subsidiary) that is governed by Article 5,



     (B) any transfer of properties and assets that is by the Company to any Restricted Subsidiary,
or by any Restricted Subsidiary to the Company or any other Restricted Subsidiary in accordance
with the terms of this Indenture,



     (C) any transfer of properties and assets that would be within the definition of a “Permitted
Payment,” a “Permitted Investment” or a “Restricted Payment” and, in the latter case, would be
permitted to be made as a Restricted Payment (and shall be deemed a Restricted Payment) under
Section 4.07,



     (D) the transfer of Cash Equivalents, inventory, accounts receivable, surplus or obsolete
equipment or other property (excluding the disposition of oil and gas in place and other interests
in real property unless made in connection with a Permitted Business Investment),



5









 





     (E) the abandonment, assignment (including any assignments made pursuant to the Well
Participation Program), lease, sublease or farm-out of oil and gas properties, or the forfeiture or
other disposition of such properties, pursuant to operating agreements or other instruments or
agreements that, in each case, are entered into in the ordinary course of business in a manner that
is customary in the Oil and Gas Business,



     (F) the transfer of Property received in settlement of debts owing to such Person as a result
of foreclosure, perfection or enforcement of any Lien or debt, which debts were owing to such
Person in the ordinary course of its business,



     (G) any Production Payments and Reserve Sales, provided that any such Production Payments and
Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in
the Oil and Gas Business for geologists, geophysicists and other providers of technical services to
the Company or a Restricted Subsidiary), shall have been created, incurred, issued, assumed or
guaranteed in connection with the acquisition or financing of, and within 90 days after the
acquisition of, the Property that is subject thereto,



     (H) the licensing or sublicensing of intellectual property or other general intangibles to the
extent that such license does not prohibit the licensor from using the intellectual property and
licenses, leases or subleases of other property,



     (I) the creation or incurrence of any Lien,



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



     (K) the sale or other disposition (whether or not in the ordinary course of business) of oil
and gas properties, provided at the time of such sale or other disposition such properties do not
have associated with them any proved reserves or



     (L) any transfer of assets the Fair Market Value of which in the aggregate does not exceed
$5,000,000 in any transaction or series of related transactions.



     “Attributable Indebtedness” in respect of a Sale Leaseback Transaction means, at the time of
determination, the present value (discounted at the rate of interest implicit in such transaction,
determined in accordance with GAAP) of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such Sale Leaseback Transaction (including any period
for which such lease has been extended or may, at the option of the lessor, be extended).



6









 





     “Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of
the Trustee.



     “Board of Directors” means the board of directors or comparable governing body of the Company,
or any committee thereof duly authorized to act on its behalf.



     “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized by law to close, or are in fact closed, in New York City or in the city where
the Corporate Trust Office of the Trustee is located.



     “Capital Lease Obligation” of any Person means any obligation of such Person and its
Restricted Subsidiaries on a Consolidated basis under any capital lease of (or other agreement
conveying the right to use) real or personal property which, in accordance with GAAP, is required
to be recorded as a capitalized lease obligation.



     “Capital Stock” of any Person means any and all shares, units, interests, participations,
rights in or other equivalents (however designated) of such Person’s capital stock, other equity
interests whether now outstanding or issued after the date hereof, partnership interests (whether
general or limited), limited liability company interests, 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, including any Preferred Stock, and any rights (other than debt
securities or other Indebtedness convertible into Capital Stock), warrants or options exchangeable
for or convertible into such Capital Stock.



     “Cash Equivalents” means



     (1) any evidence of Indebtedness issued or directly and fully guaranteed or insured by the
United States or any agency or instrumentality thereof,



     (2) deposits, time deposit accounts, certificates of deposit, money market deposits or
acceptances of any financial institution having capital and surplus in excess of $500,000,000 that
is a member of the Federal Reserve System and whose senior unsecured debt is rated at least “A-1”
by S&P or at least “P-1” by Moody’s,



     (3) commercial paper with a maturity of 365 days or less issued by a corporation (other than
an Affiliate or Subsidiary of the Company) organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia and rated at least “A-1” by S&P
and at least “P-1” by Moody’s,



7








 




     (4) repurchase agreements and reverse repurchase agreements relating to Indebtedness of a type
described in clause (1) above that are entered into with a financial institution described in
clause (2) above and mature within 365 days from the date of acquisition,



     (5) deposits and certificates of deposit with any commercial bank not meeting the
qualifications specified in clause (2) above, provided all such deposits do not exceed $1,000,000
in the aggregate at any one time and



     (6) money market funds which invest substantially all of their assets in securities described
in the preceding clauses (1) through (4).



     “Certificated Note” means a Note in registered individual form without interest coupons.



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



     (1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) other than the Ward Group is or becomes the “beneficial owner” (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial
ownership of all shares that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or indirectly, of more than
50% of the total outstanding Voting Stock of the Company (measured by voting power rather than the
number of shares);



     (2) during any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Company (together with any new directors whose
election to such board or whose nomination for election by the stockholders of the Company was
approved by a vote of 66 2/3% of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was previously so
approved), cease for any reason to constitute a majority of such Board of Directors then in office;



     (3) the Company consolidates with or merges with or into any Person, or sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any
such Person, or any such Person consolidates with or merges into or with the Company, in any such
event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted
into or exchanged for cash, securities or other property, other than any such transaction where



8








 




     (A) the outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock
of the surviving Person which is not Disqualified Stock and



     (B) immediately after such transaction, no “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) is the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person shall be deemed to have beneficial ownership
of all securities that such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more than 50% of the
total outstanding Voting Stock (measured by voting power rather than the number of shares) of the
surviving Person; or



     (4) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution
other than in a transaction which complies with the provisions of Article 5.



     For purposes of this definition, any transfer of an equity interest of an entity that was
formed for the purpose of acquiring Voting Stock of the Company will be deemed to be a transfer of
such portion of such Voting Stock as corresponds to the portion of the equity of such entity that
has been so transferred.



     “Code” means the Internal Revenue Code of 1986.



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act, or if at any time after the execution of this Indenture such
Commission is not existing and performing the duties now assigned to it under the Securities Act
and the Exchange Act then the body performing such duties at such time.



     “Company” means the party named as such in the first paragraph of this Indenture or any
successor obligor under this Indenture and the Notes pursuant to Article 5.



     “Consolidated Fixed Charge Coverage Ratio” of any Person means, for any period, the ratio of



     (a) without duplication, the sum of Consolidated Net Income, and in each case to the extent
deducted in computing such Consolidated Net Income for such period, Consolidated Interest Expense,
Consolidated Income Tax Expense and Consolidated Non-cash Charges for such period, of such Person
and its Restricted Subsidiaries on a Consolidated basis, all determined in accordance with GAAP,
less all non-cash items increasing Consolidated Net Income for such period, less (to the extent
included in determining Consolidated Net Income) the sum of (a) the amount of deferred revenues
that are amortized during the period and are attributable to reserves that are subject to Volumetric Production



9








 







Payments and (b) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to
Dollar-Denominated Production Payments, and less all cash payments during such period relating to
non-cash charges that were added back to Consolidated Net Income in determining the Consolidated
Fixed Charge Coverage Ratio in any prior period to



     (b) without duplication, the sum of Consolidated Interest Expense for such period,



     in each case after giving pro forma effect to, without duplication,



     (1) the incurrence of the Indebtedness giving rise to the need to make such calculation and
(if applicable) the application of the net proceeds therefrom, including to refinance other
Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred,
on the first day of such period;



     (2) the incurrence, repayment or retirement of any other Indebtedness by the Person and its
Restricted Subsidiaries since the first day of such period as if such Indebtedness was incurred,
repaid or retired at the beginning of such period (except that, in making such computation, the
amount of Indebtedness under any revolving credit facility shall be computed based upon the average
daily balance of such Indebtedness during such period);



     (3) in the case of Acquired Debt or any acquisition occurring at the time of the incurrence of
such Indebtedness, the related acquisition, assuming such acquisition had been consummated on the
first day of such period; and



     (4) any acquisition or disposition by such Person and its Restricted Subsidiaries of any
company or any business or any assets out of the ordinary course of business, whether by merger,
stock purchase or sale or asset purchase or sale, or any related repayment of Indebtedness, in each
case since the first day of such period, assuming such acquisition or disposition had been
consummated on the first day of such period;



     provided that



     (1) in making such computation, the Consolidated Interest Expense attributable to interest on
any Indebtedness computed on a pro forma basis and (A) bearing a floating interest rate shall be
computed as if the rate in effect on the date of computation had been the applicable rate for the
entire period and (B) which was not outstanding for any part of the period for which the
computation is being made but which bears, at the option of such Person, a fixed or floating rate
of interest, shall be computed by applying at the option of such Person either the fixed or
floating rate, and



10









 




     (2) in making such computation, the Consolidated Interest Expense of such Person attributable
to interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness during the applicable
period.



     “Consolidated Income Tax Expense” of any Person means, for any period, the provision for
federal, state, local and foreign income taxes (including state franchise taxes accounted for as
income taxes in accordance with GAAP) of such Person and its Restricted Subsidiaries for such
period as determined, on a Consolidated basis, in accordance with GAAP.



     “Consolidated Interest Expense” of any Person means, without duplication, for any period, the
sum of



     (a) the interest expense, less interest income, of such Person and its Restricted Subsidiaries
for such period, on a Consolidated basis, excluding any interest attributable to Dollar-Denominated
Production Payments but including, without limitation,



     (1) amortization of debt discount (excluding amortization of capitalized debt issuance costs),



     (2) the net cash costs associated with Interest Rate Agreements (including amortization of
discounts),



     (3) the interest portion of any deferred payment obligation,



     (4) all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers acceptance financing and



     (5) accrued interest, minus



     (b) to the extent included in (a) above, write-offs of deferred financing costs of such Person
and its Restricted Subsidiaries during such period and any charge related to, or any premium paid
in connection with, paying any such Indebtedness of such Person and its Restricted Subsidiaries
prior to its Stated Maturity, plus



     (c) (1) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled
to be paid or accrued by such Person and its Restricted Subsidiaries during such period and



     (2) all capitalized interest of such Person and its Restricted Subsidiaries plus



11








 





     (d) the interest expense under any Guaranteed Debt of such Person and any Restricted
Subsidiary to the extent not included under any other clause hereof, whether or not paid by such
Person or its Restricted Subsidiaries, plus



     (e) dividend payments by the Person with respect to Disqualified Stock and of any Restricted
Subsidiary with respect to Preferred Stock (except, in either case, dividends paid solely in
Qualified Capital Stock of such Person or such Restricted Subsidiary, as the case may be).



     “Consolidated Net Income” of any Person means, for any period, the Consolidated net income (or
loss) of such Person and its Restricted Subsidiaries for such period on a Consolidated basis as
determined in accordance with GAAP, adjusted, to the extent included in calculating such net income
(or loss), by excluding, without duplication,



     (1) all extraordinary gains or losses net of taxes (less all fees and expenses relating
thereto),



     (2) the portion of net income (or loss) of such Person and its Restricted Subsidiaries on a
Consolidated basis allocable to minority interests in unconsolidated Persons or Unrestricted
Subsidiaries to the extent that cash dividends or distributions have not actually been received by
such Person or one of its Consolidated Restricted Subsidiaries,



     (3) any gain or loss, net of taxes, realized upon the termination of any employee pension
benefit plan,



     (4) gains or losses, net of taxes (less all fees and expenses relating thereto), in respect of
dispositions of assets other than in the ordinary course of the Oil and Gas Business (including,
without limitation, dispositions pursuant to Sale Leaseback Transactions, but excluding
transactions such as farmouts, sales of leasehold inventory and sales of undivided interests in
drilling prospects),



     (5) the net income of any Restricted Subsidiary to the extent that the declaration of
dividends or similar distributions by that Restricted Subsidiary of that income is not at the time
permitted, 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,



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



     (7) any cumulative effect of a change in accounting principles,



12









 




     (8) all deferred financing costs written off, and premiums paid, in connection with any early
extinguishment of Indebtedness,



     (9) 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), and



     (10) any non-cash compensation charge arising from any grant of stock, stock options or other
equity-based awards.



     “Consolidated Non-cash Charges” of any Person means, for any period, the aggregate
depreciation, depletion, amortization and exploration expense and other non-cash charges of such
Person and its Restricted Subsidiaries on a Consolidated basis for such period, as determined in
accordance with GAAP (excluding any non-cash charge which requires an accrual or reserve for cash
charges for any future period but including, without limitation, any non-cash charge arising from
any grant of Capital Stock, options to acquire Capital Stock, or other equity based awards).



     “Consolidation” and “Consolidated” mean, with respect to any Person, the consolidation of the
accounts of such Person and each of its Subsidiaries if and to the extent the accounts of such
Person and each of its Subsidiaries would normally be consolidated with those of such Person, all
in accordance with GAAP.



     “Corporate Trust Office” means the office of the Trustee at which at any time the corporate
trust business in relation to this Indenture and the Notes is administered, which office at the
date of this Indenture is located at 201 Main Street, 3rd Floor, Fort Worth, Texas
76102-5489, Attention: Corporate Trust Services.



     “Credit Facility” means one or more debt facilities (including, without limitation, the Senior
Credit Facility), commercial paper facilities or other debt instruments, indentures or agreements
providing for revolving credit loans, term loans, receivables financing (including through the sale
of receivables to the lenders or to special purpose entities formed to borrow from the lenders
against such receivables), letters of credit or other debt obligations, in each case, as amended,
restated, modified, renewed, refunded, restructured, supplemented, replaced or refinanced from time
to time in whole or in part from time to time, including without limitation any amendment
increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending
the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or
substituting one or more parties thereto (whether or not such added or substituted parties are
banks or other institutional lenders).



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit



13








 




of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



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



     “Depositary” means the depositary of each Global Note, which will initially be DTC.



     “Designation” has the meaning assigned to such term in Section 4.18.



     “Designation Amount” has the meaning assigned to such term in Section 4.18.



     “Disinterested Director” means, with respect to any transaction or series of related
transactions, a member of the Board of Directors of the Company who does not have any material
direct or indirect financial interest (other than as a shareholder or employee of the Company or
any Subsidiary) in or with respect to such transaction or series of related transactions.



     “Disqualified Stock” means (i) the Series A Preferred Stock and (ii) any other Capital Stock
that, either by its terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event or passage of time would be,
required to be redeemed (unless, at the option of the Company such redemption can be satisfied
solely with Qualified Capital Stock) prior to the final Stated Maturity of the Notes or is
redeemable at the option of the Holder thereof (unless, at the option of the Company such
redemption can be satisfied solely with Qualified Capital Stock) at any time prior to such final
Stated Maturity (other than upon a change of control of or sale of assets by the Company in
circumstances where the Holders would have similar rights), or is convertible into or exchangeable
for debt securities at any time prior to such final Stated Maturity at the option of the Holder
thereof.



     “Dollar” and “$” mean lawful money of the United States.



     “Dollar-Denominated Production Payment” means a production payment required to be recorded as
a borrowing in accordance with GAAP, together with all undertakings and obligations in connection
therewith.



     “DTC” means The Depository Trust Company, a New York corporation, and its successors.



     “DTC Legend” means the legend set forth in Exhibit D.



14








 




     “Equity Interests” means, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants, options or other
rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



     “Equity Offering” means a public or private offering of Capital Stock (other than Disqualified
Stock) of the Company.



     “Event of Default” has the meaning assigned to such term in Section 6.01.



     “Excess Proceeds” means any Net Available Cash from an Asset Sale not applied in accordance
with Section 4.14(b) within 365 days from the date of such Asset Sale.



     “Exchange Act” means the Securities Exchange Act of 1934.



     “Exchange Notes” means the Notes of the Company issued pursuant to this Indenture in exchange
for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional
Notes, in compliance with the terms of a Registration Rights Agreement and containing terms
substantially identical to the Initial Notes or any Initial Additional Notes exchanged (except that
(i) such Exchange Notes will be registered under the Securities Act and will not be subject to
transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional
Interest will be eliminated).



     “Exchange Offer” means an offer by the Company to the Holders of the Initial Notes or any
Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a
Registration Rights Agreement.



     “Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as
defined in a Registration Rights Agreement.



     “Exchanged Properties” means properties or assets or Capital Stock representing an equity
interest in or assets used or useful in the Oil and Gas Business, received by the Company or a
Restricted Subsidiary in a substantially
concurrent purchase and sale, trade or exchange as a portion of the total consideration for
other such properties or assets.



15








 





     “Fair Market Value” means, with respect to any asset or property, the sale value that would be
obtained in an arm’s-length free market transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy. Fair Market Value
of an asset or property in excess of $25,000,000 shall be determined by the Board of Directors of
the Company acting in good faith, in which event it shall be evidenced by a resolution of the Board
of Directors.



     “Foreign Subsidiary” means any Restricted Subsidiary of the Company that (x) is not organized
under the laws of the United States of America or any State thereof or the District of Columbia, or
(y) was organized under the laws of the United States of America or any State thereof or the
District of Columbia that has no material assets other than Capital Stock of one or more foreign
entities of the type described in clause (x) above and is not a guarantor of Indebtedness under a
Credit Facility.



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time.



     “Global Note” means a Note in registered global form without interest coupons.



     “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without
limiting the generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment thereof or to protect such obligee against loss in respect thereof, in
whole or in part; provided that the term “Guarantee” does not include endorsements for collection
or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a
corresponding meaning.



     “Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any other
Person referred to in the definition of Indebtedness below guaranteed directly or indirectly in any
manner by such Person, or in effect guaranteed directly or indirectly by such Person through an
agreement, made primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to
assure the holder of such Indebtedness against loss,



     (1) to pay or purchase such Indebtedness or to advance or supply funds for the payment or
purchase of such Indebtedness,



16









 





     (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services,



     (3) to supply funds to, or in any other manner invest in, the debtor (including any agreement
to pay for property or services without requiring that such property be received or such services
be rendered),



     (4) to maintain working capital or equity capital of the debtor, or otherwise to maintain the
net worth, solvency or other financial condition of the debtor or to cause such debtor to achieve
certain levels of financial performance or



     (5) otherwise to assure a creditor against loss;



     provided that the term “guarantee” shall not include endorsements for collection or deposit,
in either case in the ordinary course of business.



     “Guarantors” means, collectively, (i) SandRidge Onshore, LLC, Lariat Services, Inc., SandRidge
Operating Company, Integra Energy, L.L.C., SandRidge Exploration and Production, LLC, SandRidge
Tertiary, LLC, SandRidge Midstream, Inc, SandRidge Offshore, LLC and SandRidge Holdings, Inc. and
(ii) each Restricted Subsidiary that executes a supplemental indenture in the form of Exhibit B to
this Indenture providing for the guarantee of the payment of the Notes, or any successor obligor
under its Note Guarantee pursuant to Article 11, in each case unless and until such Guarantor is
released from its Note Guarantee pursuant to this Indenture.



     “Holder” or “Noteholder” means the registered holder of any Note.



     “Immaterial Subsidiary” means any Subsidiary with total assets of less than $500,000, as
determined in accordance with its latest financial statements.



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



     (1) all indebtedness of such Person for borrowed money or for the deferred purchase price of
property or services, excluding any Trade Accounts Payable and other accrued current liabilities
arising in the ordinary course of business, but including, without limitation, all obligations,
contingent or otherwise, of such Person in connection with any letters of credit issued under
letter of credit facilities, acceptance facilities or other similar facilities,



     (2) all obligations of such Person evidenced by bonds, notes, debentures or other similar
instruments,



     (3) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even if the rights and remedies of the
seller or lender under such agreement in the



17









 







event of default are limited to repossession or sale of such property), but excluding Trade Accounts Payable,



     (4) all obligations under or in respect of currency exchange contracts, oil, gas or other
hydrocarbon price hedging arrangements and Interest Rate Agreements of such Person (the amount of
any such obligations to be equal at any time to the termination value of such agreement or
arrangement giving rise to such obligation that would be payable by such Person at such time),



     (5) all Capital Lease Obligations of such Person,



     (6) the Attributable Indebtedness of such Person related to any Sale Leaseback Transaction,



     (7) all Indebtedness referred to in clauses (1) through (6) above of other Persons and all
dividends of other Persons, to the extent the payment of such Indebtedness or dividends is secured
by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien, upon or with respect to property (including, without limitation, accounts
and contract rights) owned by such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness,



     (8) all Guaranteed Debt of such Person,



     (9) all Disqualified Stock issued by such Person, valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends,



     (10) all Preferred Stock of any Restricted Subsidiary of the Person, valued at the greater of
its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends,



     (11) with respect to any Production Payment and Reserve Sale, any warranties or guarantees of
production or payment by such Person with respect to such Production Payment and Reserve Sale but
excluding other contractual obligations of such Person with respect to such Production Payment and
Reserve Sale and



     (12) any amendment, supplement, modification, deferral, renewal, extension, refunding or
refinancing of any liability of the types referred to in clauses (1) through (11) above.



     For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or
Preferred Stock which does not have a fixed repurchase price shall be calculated in accordance with
the terms of such Disqualified Stock or Preferred Stock as if it were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price
is based



18









 







upon, or measured by, the Fair Market Value of such Disqualified Stock or Preferred Stock,
such Fair Market Value to be determined in good faith by the Board of Directors of the issuer of
such Disqualified Stock or Preferred Stock. Subject to clause (11) of the preceding sentence,
Production Payments and Reserve Sales shall not be deemed to be Indebtedness.



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



     “Initial Additional Notes” means Additional Notes issued in an offering not registered under
the Securities Act and any Notes issued in replacement thereof, but not including any Exchange
Notes issued in exchange therefor.



     “Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement
thereof, but not including any Exchange Notes issued in exchange therefor.



     “Initial Purchasers” means the initial purchasers party to a purchase agreement with the
Company relating to the sale of the Initial Notes or Additional Notes by the Company.



     “Institutional Accredited Investor Certificate” means a certificate substantially in the form
of Exhibit H hereto.



     “Interest”, in respect of the Notes, unless the context otherwise requires, refers to interest
and Additional Interest, if any.



     “Interest Payment Date” means May 15 and November 15 of each year, commencing November 15,
2009.



     “Interest Rate Agreements” means one or more of the following agreements which shall be
entered into from time to time by one or more financial institutions: interest rate protection
agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar
agreements) and/or other types of interest rate hedging agreements.



     “Investment” means, with respect to any Person, directly or indirectly, any advance, loan
(including Guarantees), or other extension of credit or capital contribution to any other Person
(by means of any transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase, acquisition or ownership by such
Person of any Capital Stock, bonds, notes, debentures or other securities issued or owned by any
other Person and all other items that would be classified as investments on a balance sheet
prepared in accordance with GAAP. “Investment” shall exclude direct or indirect advances to
customers or suppliers in the ordinary course of business that are, in conformity with GAAP,
recorded as accounts receivable,



19









 




prepaid expenses or deposits on the Company’s or any Restricted
Subsidiary’s balance sheet, endorsements for collection or deposit arising in the ordinary course
of business and extensions of trade credit on commercially reasonable terms in accordance with
normal trade practices. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Capital Stock of any direct or indirect Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of
the Company (other than the sale of all of the outstanding Capital Stock of such Subsidiary), the
Company will be deemed to have made an Investment on the date of such sale or disposition equal to
the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in Section 4.07.


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


     “Lien” means any mortgage or deed of trust, charge, pledge, lien (statutory or otherwise),
privilege, security interest, assignment, deposit, arrangement, hypothecation, claim, preference,
priority or other encumbrance for security purposes upon or with respect to any property of any
kind (including any conditional sale, capital lease or other title retention agreement, any leases
in the nature thereof, and any agreement to give any security interest), real or personal, movable
or immovable, now owned or hereafter acquired. A Person will be deemed to own subject to a Lien
any property which it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease Obligation or other title retention agreement.
References herein to Liens allowed to exist upon any particular item of Property shall also be
deemed (whether or not stated specifically) to allow Liens to exist upon any accessions,
improvements or additions to such property, upon any contractual rights relating primarily to such
Property, and upon any proceeds of such Property or of such accessions, improvements, additions or
contractual rights.


     “Liquid Securities” means securities (i) of an issuer that is not an Affiliate of the Company,
(ii) that are publicly traded on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq Stock Market and (iii) as
to which the Company is not subject to any restrictions on sale or transfer (including any
volume restrictions under Rule 144 under the Securities Act or any other restrictions imposed by
the Securities Act) or as to which a registration statement under the Securities Act covering the
resale thereof is in effect for as long as the securities are held; provided that securities
meeting the requirements of clauses (i), (ii) and (iii) above shall be treated as Liquid Securities
from the date of receipt thereof until and only until the earlier of (a) the date on which such
securities are sold or exchanged for cash or Cash Equivalents and (b) 360 days following the date
of receipt of such securities. If such securities are not sold or exchanged for cash or Cash
Equivalents within 360 days of receipt thereof, for purposes of determining whether the transaction
pursuant to which the Company


20








 







or a Restricted Subsidiary received the securities was in compliance
with the provisions of Section 4.14, such securities shall be deemed not to have been Liquid
Securities at any time.



     “Material Change” means an increase or decrease (except to the extent resulting from changes
in prices) of more than 30% during a fiscal quarter in the estimated discounted future net revenues
from proved oil and gas reserves of the Company and its Restricted Subsidiaries, calculated in
accordance with clause (i)(a) of the definition of Adjusted Consolidated Net Tangible Assets;
provided, however, that the following will be excluded from the calculation of Material Change: (i)
any acquisitions during the quarter of oil and gas reserves with respect to which the discounted
future net revenues from proved oil and gas reserves have been estimated or confirmed by
independent petroleum engineers and (ii) any dispositions of properties and assets during such
quarter that were disposed of in compliance with Section 4.14.



     “Midstream Assets” means (i) assets used primarily for gathering, transmission, storage,
processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide
and (ii) equity interests of any Person that has no substantial assets other than assets referred
to in clause (i).



     “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.



     “Net Available Cash” from an Asset Sale or Sale Leaseback Transaction means cash proceeds
received therefrom (including (i) any cash proceeds received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as and when received
and (ii) the Fair Market Value of Liquid Securities and Cash Equivalents, and excluding (iii) any
other consideration received in the form of assumption by the acquiring Person of Indebtedness or
other obligations relating to the assets or property that is the subject of such Asset Sale or Sale
Leaseback Transaction and (iv) except to the extent subsequently converted to cash within 360 days
after such Asset Sale or Sale Leaseback Transaction; consideration constituting Exchanged
Properties or consideration other than as identified in the immediately preceding clauses (i) and (ii)), in
each case net of:



     (a) all legal, title and recording expenses, commissions and other fees and expenses incurred,
and all federal, state, foreign and local taxes required to be paid or accrued as a liability under
GAAP as a consequence of such Asset Sale or Sale Leaseback Transaction,



     (b) all payments made on any Indebtedness (but specifically excluding Indebtedness of the
Company and its Restricted Subsidiaries assumed in connection with or in anticipation of such Asset
Sale or Sale Leaseback Transaction) which is secured by any assets subject to such Asset Sale or
Sale



21









 







Leaseback Transaction, in accordance with the terms of any Lien upon such assets, or which
must by its terms, or in order to obtain a necessary consent to such Asset Sale or Sale Leaseback
Transaction or by applicable law, be repaid out of the proceeds from such Asset Sale or Sale
Leaseback Transaction, provided that such payments are made in a manner that results in the
permanent reduction in the balance of such Indebtedness and, if applicable, a permanent reduction
in any outstanding commitment for future incurrences of Indebtedness thereunder,



     (c) all distributions and other payments required to be made to minority interest holders in
Subsidiaries or joint ventures as a result of such Asset Sale or Sale Leaseback Transaction and



     (d) the deduction of appropriate amounts to be provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset
Sale or Sale Leaseback Transaction and retained by the Company or any Restricted Subsidiary after
such Asset Sale or Sale Leaseback Transaction;



     provided, however, that if any consideration for an Asset Sale or Sale Leaseback Transaction
(which would otherwise constitute Net Available Cash) is required to be held in escrow pending
determination of whether a purchase price adjustment will be made, such consideration (or any
portion thereof) shall become Net Available Cash only at such time as it is released to the Company
or its Restricted Subsidiaries from escrow.



     “Net Cash Proceeds” means with respect to any issuance or sale of Capital Stock or debt
securities or Capital Stock that has been converted into or exchanged for Capital Stock as referred
to in Section 4.07, the proceeds of such issuance or sale in the form of cash or Cash Equivalents
including payments in respect of deferred payment obligations when received in the form of, or
stock or other assets when disposed of for, cash or Cash Equivalents (except to the extent that
such obligations are financed or sold with recourse to the Company or any Restricted Subsidiary),
net of attorney’s fees, accountant’s fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in connection with
such issuance or sale and net of taxes paid or payable as a result thereof.



     “Net Working Capital” means (i) all current assets of the Company and its Restricted
Subsidiaries, less (ii) all current liabilities of the Company and its Restricted Subsidiaries,
except current liabilities included in Indebtedness, in each case as set forth in Consolidated
financial statements of the Company prepared in accordance with GAAP, provided, however, that all
of the following shall be excluded in the calculation of Net Working Capital: (a) current assets
or liabilities relating to the mark-to-market value of Interest Rate Agreements and hedging
arrangements constituting Permitted Debt, (b) any current assets or liabilities relating to
non-cash charges arising from any grant of Capital Stock,



22








 







options to acquire Capital Stock, or
other equity based awards, and (c) any current assets or liabilities relating to non-cash charges
or accruals for future abandonment liabilities.



     “Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.



     “Notes” has the meaning assigned to such term in the Recitals.



     “Note Guarantee” means the guarantee of the Notes by a Guarantor pursuant to this Indenture.



     “Offer to Purchase” has the meaning assigned to such term in Section 3.04.



     “Offering Memorandum” means the offering memorandum, dated May 11, 2009, relating to the
issuance of the Initial Notes.



     “Officer” means the chairman of the Board of Directors, the president or chief executive
officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer,
or the secretary or any assistant secretary, of the Company.



     “Officers’ Certificate” means a certificate signed in the name of the Company (i) by the
chairman of the Board of Directors, the president or chief executive officer or a vice president
and (ii) by the chief financial officer, the treasurer or any assistant treasurer or the secretary
or any assistant secretary.



     “Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to
Regulation S.



     “Oil and Gas Business” means the business of exploiting, exploring for, developing, acquiring,
operating, producing, processing, gathering, marketing,
storing, selling, hedging, treating, swapping, refining and transporting hydrocarbons and
carbon dioxide and other related energy businesses, including contract drilling and other oilfield
services.



     “Oil and Gas Liens” means (i) Liens on any specific property or any interest therein,
construction thereon or improvement thereto to secure all or any part of the costs incurred for
surveying, exploration, drilling, extraction, development, operation, production, construction,
alteration, repair or improvement of, in, under or on such property and the plugging and
abandonment of wells located thereon (it being understood that, in the case of oil and gas
producing properties, or any interest therein, costs incurred for “development” shall include costs
incurred for all facilities relating to such properties or to projects, ventures or other
arrangements of which such properties form a part or which relate to such properties or interests);
(ii) Liens on an oil or gas producing



23









 







property to secure obligations incurred or guarantees of
obligations incurred in connection with or necessarily incidental to commitments for the purchase
or sale of, or the transportation or distribution of, the products derived from such property;
(iii) Liens arising under partnership agreements, oil and gas leases, overriding royalty
agreements, net profits agreements, production payment agreements, royalty trust agreements,
incentive compensation programs for geologists, geophysicists and other providers of technical
services to the Company or a Restricted Subsidiary, master limited partnership agreements, farm-out
agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange,
transportation, gathering or processing of oil, gas or other hydrocarbons, unitizations and pooling
designations, declarations, orders and agreements, development agreements, operating agreements,
production sales contracts, area of mutual interest agreements, gas balancing or deferred
production agreements, injection, repressuring and recycling agreements, salt water or other
disposal agreements, seismic or geophysical permits or agreements, and other agreements which are
customary in the Oil and Gas Business; provided, however, in all instances that such Liens are
limited to the assets that are the subject of the relevant agreement, program, order or contract;
(iv) Liens arising in connection with Production Payments and Reserve Sales; provided that such
Liens are limited to the property that is subject to such Production Payments and Reserve Sales,
and such Production Payments and Reserve Sales either (a) were created in connection with the
acquisition or financing of the property and were incurred within 90 days after the acquisition of
the property subject thereto, or (b) constitute Asset Sales made in compliance with Section 4.14;
and (v) Liens on pipelines or pipeline facilities that arise by operation of law.



     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee
of or counsel to the Company, satisfactory to the Trustee.



     “Original Issue Discount Legend” means the legend set forth in Exhibit E.



     “Original Notes” means the Initial Notes and any Exchange Notes issued in exchange therefor.



     “Pari Passu Indebtedness” means any Indebtedness of the Company or a Guarantor that is pari
passu in right of payment to the Notes or Note Guarantee, as the case may be.



     “Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect
of payments made or funds held hereunder in respect of the Notes.



     “Permitted Business Investments” means Investments and expenditures made in the ordinary
course of, and of a nature that is or shall have become



24








 







customary in, the Oil and Gas Business as a
means of actively engaging therein through agreements, transactions, interests or arrangements
which permit one to share risks or costs, comply with regulatory requirements regarding local
ownership or satisfy other objectives customarily achieved through the conduct of Oil and Gas
Business jointly with third parties, including (i) ownership interests in oil and gas properties or
gathering, transportation, processing, storage or related systems and (ii) Investments and
expenditures in the form of or pursuant to operating agreements, processing agreements, farm-in
agreements, farm-out agreements, development agreements, area of mutual interest agreements,
unitization agreements, pooling arrangements, joint bidding agreements, service contracts, joint
venture agreements, partnership agreements (whether general or limited) and other similar
agreements (including for limited liability companies) with third parties.



     “Permitted Debt” has the meaning assigned to such term in Section 4.06.



     “Permitted Investments” mean:



     (1) Investments in the Company or any Restricted Subsidiary or any Person which, as a result
of such Investment, (a) becomes a Restricted Subsidiary or (b) is merged or consolidated with or
into, or transfers or conveys substantially all of its assets to, or is liquidated into, the
Company or any Restricted Subsidiary;



     (2) Indebtedness of the Company or a Restricted Subsidiary described under clauses (4), (5)
and (6) of the definition of “Permitted Debt;”



     (3) Investments in the Notes;



     (4) Cash Equivalents;



     (5) Investments in property, plant and equipment used in the ordinary course of business and
Permitted Business Investments;



     (6) Investments acquired by the Company or any Restricted Subsidiary in connection with an
Asset Sale permitted under Section 4.14 to the extent such Investments are non-cash proceeds as
permitted under such covenant;



     (7) Investments in existence on the Issue Date;



     (8) Investments acquired in exchange for the issuance of Capital Stock of the Company (other
than Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock of a
Restricted Subsidiary);



     (9) Investments in prepaid expenses, negotiable instruments held for collection and lease,
utility and worker’s compensation, performance and other similar deposits provided to third parties
in the ordinary course of business;



25









 





     (10) loans or advances to employees of the Company and its Restricted Subsidiaries in the
ordinary course of business for bona fide business purposes of the Company and its Restricted
Subsidiaries (including travel, entertainment and relocation expenses) in the aggregate amount
outstanding at any one time of not more than $2,000,000;



     (11) any Investments received in good faith in settlement or compromise of receivables or
other obligations that were obtained 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;



     (12) other Investments in the aggregate amount outstanding at any one time of up to the
greater of (x) $25,000,000 and (y) 5.0% of Adjusted Consolidated Net Tangible Assets; and



     (13) Guarantees received with respect to any Permitted Investment listed above.



     In connection with any assets or property contributed or transferred to any Person as an
Investment, the value of such property and assets shall be equal to the Fair Market Value at the
time of Investment, without regard to subsequent changes in value.



     “Permitted Liens” means



     (1) any Lien existing on the Issue Date securing Indebtedness or obligations existing on the
Issue Date and not otherwise referred to in this definition;



     (2) any Lien with respect to the Senior Credit Facility (including with respect to any
Guarantee thereof made by any Guarantor) or any successor Credit Facilities securing Indebtedness
incurred thereunder that could be borrowed under Section 4.06;



     (3) any Lien in favor of the Company or a Restricted Subsidiary;



     (4) any Lien arising by reason of:



     (A) any judgment, decree or order of any court, so long as such Lien is adequately bonded and
any appropriate legal proceedings which may have been duly initiated for the review of such
judgment, decree or order shall not have been finally terminated or the period within which such
proceedings may be initiated shall not have expired;



     (B) taxes, assessments or governmental charges or claims that are not yet delinquent or which
are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, provided that any



26









 







reserve or other appropriate provision as will be required in
conformity with GAAP will have been made therefor;



     (C) security made in the ordinary course of business in connection with workers’ compensation,
unemployment insurance or other types of social security;



     (D) good faith deposits in connection with tenders, leases and contracts (other than contracts
for the payment of Indebtedness);



     (E) zoning restrictions, easements, licenses, reservations, title defects, rights of others
for rights of way, utilities, sewers, electric lines, telephone or telegraph lines, and other
similar purposes, provisions, covenants, conditions, waivers, restrictions on the use of property
or minor irregularities of title (and with respect to leasehold interests, mortgages, obligations,
Liens and other encumbrances incurred, created, assumed or permitted to exist and arising by,
through or under a landlord or owner of the leased property, with or without consent of the
lessee), none of which materially impairs the use of any parcel of property material to the
operation of the business of the Company or any Restricted Subsidiary or the value of such property
for the purpose of such business;



     (F) deposits to secure public or statutory obligations, or in lieu of surety or appeal bonds;



     (G) operation of law or contract in favor of mechanics, carriers, warehousemen, landlords,
materialmen, laborers, employees, suppliers and similar persons, incurred in the ordinary course of
business for sums which are not yet delinquent or are being contested in good faith by negotiations or by appropriate
proceedings which suspend the collection thereof;



     (H) normal depository arrangements with banks;



     (5) any Lien securing Acquired Debt created prior to (and not created in connection with, or
in contemplation of) the incurrence of such Indebtedness by the Company or any Restricted
Subsidiary; provided that such Lien only secures the assets acquired in connection with the
transaction pursuant to which the Acquired Debt became an obligation of the Company or a Restricted
Subsidiary;



     (6) any Lien to secure performance bids, leases (including, without limitation, statutory and
common law landlord’s liens), statutory obligations, letters of credit and other obligations of a
like nature and incurred in the ordinary course of business of the Company or any Subsidiary and
not securing or supporting Indebtedness, and any Lien to secure statutory or appeal bonds;



27









 





     (7) any Lien securing Indebtedness permitted to be incurred pursuant to clause (6) or clause
(8) of the definition of Permitted Debt, so long as none of such Indebtedness constitutes debt for
borrowed money;



     (8) any Lien securing Capital Lease Obligations or Purchase Money Obligations incurred in
accordance with clause (7) of the definition of Permitted Debt and which are incurred or assumed
solely in connection with the acquisition, development or construction of real or personal,
moveable or immovable property commencing within 90 days of such incurrence or assumption; provided
that such Liens only extend to such acquired, developed or constructed property, such Liens secure
Indebtedness in an amount not in excess of the original purchase price or the original cost of any
such assets or repair, addition or improvement thereto, and the incurrence of such Indebtedness is
permitted by Section 4.06;



     (9) leases and subleases of real property which do not materially interfere with the ordinary
conduct of the business of the Company or any of its Restricted Subsidiaries;



     (10) (A) Liens on property, assets or shares of stock of a Person at the time such Person
becomes a Restricted Subsidiary or is merged with or into or consolidated with the Company or any
of its Restricted Subsidiaries; provided, however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such other Person becoming a Restricted
Subsidiary or such merger or consolidation; provided further, that any such Lien may not extend to
any other property owned by the Company or any Restricted Subsidiary and assets fixed or
appurtenant thereto; and (B) Liens on property, assets or shares of capital stock existing at the
time of acquisition thereof by the Company or any of
its Restricted Subsidiaries; provided, however, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, such acquisition and do not extend to any
property other than the property so acquired;



     (11) Oil and Gas Liens, in each case which are not incurred in connection with the borrowing
of money by the Company or any Restricted Subsidiary;



     (12) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien
described in the foregoing clauses (1) through (11) so long as no additional collateral is granted
as security thereby; and



     (13) in addition to the items referred to in clauses (1) through (12) above, Liens of the
Company and its Restricted Subsidiaries to secure Indebtedness in an aggregate amount at any time
outstanding which does not exceed 5.0% of Adjusted Consolidated Net Tangible Assets as most
recently determined at such time.



28









 





     “Permitted MLP Securities” means equity securities (including incentive distribution rights)
of a master limited partnership (or limited liability company or similar business entity with
pass-through treatment for U.S. Federal income tax purposes) that has a class of equity securities
traded on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market,
provided that such master limited partnership (or other entity) is an Affiliate of the Company.



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



     (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness being refinanced (plus all accrued interest on the Indebtedness and the amount of all
fees and expenses, including premiums, incurred in connection therewith);



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



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



     (4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary, as
applicable, that is the obligor on the Indebtedness refinanced.



     “Person” means an individual, a corporation, a partnership, a limited liability company, an
association, a trust or any other entity, including a government or political subdivision or an
agency or instrumentality thereof.



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



     “Prior Issue Date” means May 20, 2008, the date of the issue of the Prior Notes.



29









 





     “Prior Notes” means the Company’s $750,000,000 principal amount of its 8% Senior Notes due
2018.



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



     “Production Payments and Reserve Sales” means the grant or transfer by the Company or a
Restricted Subsidiary to any Person of a royalty, overriding royalty, net profits interest,
Production Payment, partnership or other interest in oil and gas properties, reserves or the right
to receive all or a portion of the production or the proceeds from the sale of production
attributable to such properties where the holder of such interest has recourse solely to such
properties, production or proceeds of production, subject to the obligation of the grantor or
transferor to operate and maintain, or cause the subject interests to be operated and maintained,
in a reasonably prudent manner or other customary standard or subject to the obligation of the
grantor or transferor to indemnify for environmental, title or other matters customary in the Oil
and Gas Business, including any such grants or transfers pursuant to incentive compensation
programs on terms that are reasonably customary in the Oil and Gas Business for geologists,
geophysicists and other providers of technical services to the Company or a Restricted Subsidiary.



     “Property” means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock and other securities issued by any other Person
(but excluding Capital Stock or other securities issued by such first mentioned Person).


     “principal” of any Indebtedness means the principal amount of such Indebtedness, (or if such
Indebtedness was issued with original issue discount, the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such Indebtedness), together with,
unless the context otherwise indicates, any premium then payable on such Indebtedness.



     “Purchase Money Obligation” means any Indebtedness secured by a Lien on assets related to the
business of the Company or any Restricted Subsidiary which are purchased or constructed by the
Company or such Restricted Subsidiary at any time after the Issue Date; provided that



     (1) the security agreement or conditional sales or other title retention contract pursuant to
which the Lien on such assets is created (collectively a “Purchase Money Security Agreement”) shall
be entered into within 90 days after the purchase or substantial completion of the construction of
such assets and shall at all times be confined solely to the assets so purchased or acquired
(together with any additions, accessions, and other related assets referred to in the last sentence
of the above definition of “Liens”),



30









 





     (2) at no time shall the aggregate principal amount of the outstanding Indebtedness secured
thereby be increased, except in connection with the purchase of additions, improvements, and
accessions thereto and except in respect of fees and other obligations in respect of such
Indebtedness and



     (3) (A) the aggregate outstanding principal amount of Indebtedness secured thereby (determined
on a per asset basis in the case of any additions, improvements and accessions) shall not at the
time such Purchase Money Security Agreement is entered into exceed 100% of the purchase price to
the Company or the applicable Restricted Subsidiary of the assets subject thereto or (B) the
Indebtedness secured thereby shall be with recourse solely to the assets so purchased or acquired
subject to the last sentence of the above definition of “Liens”).



     “Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other
than Disqualified Stock.



     “Register” has the meaning assigned to such term in Section 2.09.



     “Registrar” means a Person engaged to maintain the Register.



     “Registration Rights Agreement” means (i) the Registration Rights Agreement dated on or about
the Issue Date by and among the Company, the
Guarantors and the Initial Purchasers party thereto with respect to the Initial Notes, and
(ii) with respect to any Additional Notes, any registration rights agreements between the Company,
the Guarantors and the initial purchasers party thereto relating to rights given by the Company to
the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes
registered under the Securities Act.



     “Regular Record Date” means the May 1 or November 1 (whether or not a Business Day) next
preceding such Interest Payment Date.



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



     “Regulation S Certificate” means a certificate substantially in the form of Exhibit F hereto.



     “Restricted Legend” means the legend set forth in Exhibit C.



     “Restricted Payment” has the meaning assigned to such term in Section 4.07.



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



31









 





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



     “Revocation” has the meaning assigned to such term in Section 4.18.



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



     “Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit G hereto
or (ii) a written certification addressed to the Company and the Trustee to the effect that the
Person making such certification (x) is acquiring the applicable Note (or beneficial interest) for
its own account or one or more accounts with respect to which it exercises sole investment
discretion and that it and each such account is a qualified institutional buyer within the meaning
of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in
reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A, and (z) acknowledges that it has received such information regarding the Company as it has
requested pursuant to Rule 144A(d)(4) or has determined not to request such information.



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



     “Sale Leaseback Transaction” means, with respect to the Company or any of its Restricted
Subsidiaries, any arrangement with any Person providing for the leasing by the Company or any of
its Restricted Subsidiaries of any real property or equipment, acquired or placed into service more
than 180 days prior to such arrangement, whereby such property has been or is to be sold or
transferred by the Company or any of its Restricted Subsidiaries to such Person.



     “SEC” means the Securities and Exchange Commission, or any governmental authority succeeding
to any of its principal functions.



     “Securities Act” means the Securities Act of 1933.



     “Senior Credit Facility” means that certain Credit Agreement dated as of November 21, 2006, as
amended, among the Company (f/k/a Riata Energy, Inc.), Bank of America, N.A. and the other lenders
party thereto, as such agreement, in whole or in part, in one or more instances, may be amended,
renewed, extended, substituted, refinanced, restructured, replaced, supplemented or otherwise
modified from time to time (including, without limitation, any successive amendments, renewals,
extensions, substitutions, refinancings, restructurings, replacements, supplementations or other
modifications of the foregoing).



     “Series A Preferred Stock” means the Series A Convertible Preferred Stock of the Company
issued pursuant to the Certificate of Designations filed on December 11, 2006.



32









 





     “Shelf Registration Statement” means the Shelf Registration Statement as defined in a
Registration Rights Agreement.



     “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant
subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the
SEC as in effect on the Issue Date.



     “Stated Maturity” means (i) with respect to any Indebtedness, the date specified as the fixed
date on which the final installment of principal of such Indebtedness is due and payable or (ii)
with respect to any scheduled installment of principal of or interest on any Indebtedness, the date
specified as the fixed date on which such installment is due and payable as set forth in the
documentation governing such Indebtedness, not including any contingent obligation to repay, redeem
or repurchase prior to the regularly scheduled date for payment.



     “Subordinated Indebtedness” means any Indebtedness of the Company or any Guarantor which is
subordinated in right of payment to the Notes or the Note Guarantee, as the case may be.



     “Subsidiary” of a Person means



     (1) any corporation more than 50% of the outstanding voting power of the Voting Stock of which
is owned or controlled, directly or indirectly, by such Person or by one or more other Subsidiaries
of such Person, or by such Person and one or more other Subsidiaries thereof, or



     (2) any limited partnership of which such Person or any Subsidiary of such Person is a general
partner, or



     (3) any other Person in which such Person, or one or more other Subsidiaries of such Person,
or such Person and one or more other Subsidiaries, directly or indirectly, has more than 50% of the
outstanding Capital Stock or has the power, by contract or otherwise, to direct or cause the
direction of the policies, management and affairs thereof.



     Unless otherwise specified, “Subsidiary” means a Subsidiary of the Company.



     “Supplemental Indenture” means a supplemental indenture substantially in the form of Exhibit B
hereto.



     “Surviving Entity” has the meaning specified in Section 5.01.



     “Surviving Guarantor Entity” has the meaning specified in Section 5.02.



     “Trade Accounts Payable” of any Person means accounts payable or other obligations of that
Person or any Restricted Subsidiary to trade creditors



33








 







created or assumed by the Person or such
Restricted Subsidiary in the ordinary course of business in connection with the obtaining of goods
or services.



     “Trustee” means the party named as such in the first paragraph of this Indenture or any
successor trustee under this Indenture pursuant to Article 7.



     “Trust Indenture Act” means the Trust Indenture Act of 1939.



     “U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes
issued and sold pursuant to Rule 144A.



     “U.S. Government Obligations” means obligations issued or directly and fully guaranteed or
insured by the United States of America or by any agent or instrumentality thereof, provided that
the full faith and credit of the United States of America is pledged in support thereof.



     “Unrestricted Subsidiary” means any Subsidiary of the Company that at the time of
determination has previously been designated, and continues to be, an Unrestricted Subsidiary in
accordance with Section 4.18 and any Subsidiary thereof.



     “Unrestricted Subsidiary Indebtedness” of any Unrestricted Subsidiary means Indebtedness of
such Unrestricted Subsidiary:



     (1) as to which neither the Company nor any Restricted Subsidiary is directly or indirectly
liable (by virtue of the Company or any such Restricted Subsidiary being the primary obligor on,
guarantor of, or otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt of
the Company or any Restricted Subsidiary to any Affiliate of the Company, in which case (unless the
incurrence of such Guaranteed Debt resulted in a Restricted Payment at the time of incurrence) the
Company shall be deemed to have made a Restricted Payment equal to the principal amount of any such
Indebtedness to the extent guaranteed at the time such Affiliate is designated an Unrestricted
Subsidiary and



     (2) which, upon the occurrence of a default with respect thereto, does not result in, or
permit any holder of any Indebtedness of the Company or any Restricted Subsidiary to declare, a
default on such Indebtedness of the Company or any Restricted Subsidiary or cause the payment
thereof to be accelerated or payable prior to its Stated Maturity;



     provided that notwithstanding the foregoing, any Unrestricted Subsidiary may Guarantee the
Notes or any Credit Facility.



     “Volumetric Production Payment” means a production payment that is recorded as a sale in
accordance with GAAP, whether or not the sale price must be recorded as deferred revenue, together
with all undertakings and obligations in connection therewith.



34








 





     “Voting Stock” of a Person means Capital Stock of such Person of the class or classes pursuant
to which the holders thereof have the general voting power under ordinary circumstances to elect at
least a majority of the Board of Directors, managers or trustees of such Person (irrespective of
whether or not at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).



     “Ward Group” means (i) Tom L. Ward (“Ward”); (ii) Ward’s wife; (iii) any of Ward’s lineal
descendants; (iv) Ward’s estate; (v) any trust of which at least one of the trustees is Ward, or
the principal beneficiaries of which are any one or more of the Persons in (i)-(iv); (vi) any
Person which is controlled by any one or more of the Persons in (i)-(v); and (vii) any group
(within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the
Issue Date) that includes one or more of Persons described in clauses (i) through (vi) above,
provided that such Persons described in clauses (i) through (vi) above control more than 50% of the
voting power of such group.



     “Weighted Average Life to Maturity” means, as of the date of determination with respect to any
Indebtedness, the quotient obtained by dividing (1) the sum of the products of (a) the number of
years from the date of determination to the date or dates of each successive scheduled principal
payment and (b) the amount of each such principal payment by (2) the sum of all such principal
payments.



     “Well Participation Program” means that certain Well Participation Program effective as of
June 8, 2006 by and among the Company and certain executive officers of the Company, as in effect
on the Issue Date.



     “Wholly Owned Restricted Subsidiary” means a Restricted Subsidiary all the Capital Stock of
which is owned by the Company or another Wholly Owned Restricted Subsidiary (other than directors’
qualifying shares).



     Section 1.02. Rules of Construction. (a) Unless the context otherwise
requires or except as otherwise expressly provided,




     (1) the definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined;




     (2) whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms;




     (3) the words “include,” “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”;




     (4) the word “will” shall be construed to have the same meaning and effect as the
word “shall”;



35









 






     (5) any reference herein to any Person shall be construed to include such Person’s
successors and assigns;




     (6) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights;




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




     (8) “herein,” “hereof” and other words of similar import refer to this Indenture as a
whole and not to any particular Section, Article or other subdivision;




     (9) all references to Sections or Articles or Exhibits refer to Sections or Articles
or Exhibits of or to this Indenture unless otherwise indicated;




     (10) references to agreements or instruments, or to statutes or regulations, are to
such agreements or instruments, or statutes or regulations, as amended from time to time
(or to successor statutes and regulations); and




     (11) in the event that a transaction meets the criteria of more than one category of
permitted transactions or listed exceptions the Company may classify such transaction as
it, in its sole discretion, determines.



     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;”
and the word “through” means “to and including.”



     (c) As used herein, the term “proved reserves” has the meaning given such term from time to
time and at the time in question by the Society of Petroleum Engineers of the American Institute of
Mining Engineers.



     (d) Any financial ratios required to be calculated pursuant to this Indenture shall be
calculated by dividing the appropriate component by the other component, carrying the result to one
place more than the number of places by which such ratio is expressed herein and rounding the
result up or down to the nearest number (with a rounding-up if there is no nearest number).



36









 




ARTICLE 2

The Notes


     Section 2.01.
Form, Dating and Denominations; Legends. (a) The Notes and the Trustee’s
certificate of authentication will be substantially in the form attached as Exhibit A. The terms
and provisions contained in the forms of the Notes annexed as Exhibit A constitute, and are hereby
expressly made, a part of this Indenture. The Notes may have notations, legends or endorsements
required by law, rules of or agreements with national securities exchanges to which the Company is
subject, or usage. Each Note will be dated the date of its authentication. The Notes will be
issuable in denominations of $1,000 in principal amount and any multiple of $1,000 in excess
thereof.



     (b) (1) Except as otherwise provided in paragraph (c), Section 2.10(b)(3), (b)(5), or (c) or
Section 2.09(b)(4), each Initial Note or Initial Additional Note will bear the Restricted Legend.




     (2) Each Global Note, whether or not an Initial Note or Additional Note, will bear
the DTC Legend.




     (3) Initial Notes will be issued in the form of Global Notes only, except as provided
in Section 2.09(b)(4).




     (4) Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or
more Global Notes.




(c) (1) If the Company determines (upon the advice of counsel and such other
certifications and evidence as the Company may reasonably require) that a Note is eligible
for resale pursuant to Rule 144(d) under the Securities Act (or a successor provision) and
that the Restricted Legend is no longer necessary or appropriate in order to ensure that
subsequent transfers of the Note (or a beneficial interest therein) are effected in
compliance with the Securities Act, or




     (2) after any Note bearing the Restricted Legend is




     (x) sold pursuant to an effective registration statement under the
Securities Act, pursuant to the Registration Rights Agreement or otherwise, or
(y) is validly tendered for exchange into an Exchange Note pursuant to an
Exchange Offer


the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its
transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or
its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such
instruction.


37








 




     (d) By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in
such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the
restrictions on transfer of such Note (and any such beneficial interest) set forth in this
Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such
beneficial interest) only in accordance with this Indenture and such legend.


     Section 2.02. Execution and Authentication; Exchange Notes; Additional Notes. (a) An
Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on
behalf of the Company. If an Officer whose signature is on a Note no longer holds that office at
the time the Note is authenticated, the Note will still be valid.



     (b) A Note will not be valid until the Trustee manually signs the certificate of
authentication on the Note, with the signature conclusive evidence that the Note has been
authenticated under this Indenture.



     (c) At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes executed by the Company to the Trustee for authentication. The Trustee
will authenticate and deliver




     (i) Initial Notes for original issue in the aggregate principal amount not to exceed
$365,500,000,




     (ii) Initial Additional Notes from time to time for original issue in aggregate
principal amounts specified, and




     (iii) Exchange Notes from time to time for issue in exchange for a like principal
amount of Initial Notes or Initial Additional Notes


after the following conditions have been met:





     (1) Receipt by the Trustee of an Officers’ Certificate specifying




     (A) the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated,




     (B) whether the Notes are to be Initial Notes, Additional Notes, or Exchange
Notes,




     (C) in the case of Initial Additional Notes, that the issuance of such Notes
does not contravene any provision of Article 4,




     (D) whether the Notes are to be issued as one or more Global Notes or
Certificated Notes, and



38








 






     (E) other information the Company may determine to include or the Trustee
may reasonably request.




     (2) In the case of Exchange Notes, effectiveness of an Exchange Offer Registration
Statement relating thereto and consummation of the Exchange Offer thereunder (and receipt
by the Trustee of an Officers’ Certificate to that effect). Initial Notes or Initial
Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.



     Section 2.03. Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money
in Trust. (a) The Company may appoint one or more Registrars and one or more Paying Agents, and
the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to
the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be
deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of
Article 8) Paying Agent. In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the
provisions of this Indenture relating to the obligations of the Trustee to be performed by the
Agent and the related rights. The Company initially appoints the Trustee as Registrar and Paying
Agent.



     (b) 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 the Holders or the Trustee all money held by
the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify
the Trustee of any default by the Company in making any such payment. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee and account for any funds
disbursed, and the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require the Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent will have no
further liability for the money so paid over to the Trustee.



     Section 2.04. Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a
Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue
and the Trustee will authenticate a replacement Note of like terms, tenor and principal amount and
bearing a number not contemporaneously outstanding. Every replacement Note is an additional
obligation of the Company and entitled to the benefits of this Indenture. If required by the
Trustee or the Company, an indemnity must be furnished that is sufficient in the judgment of both
the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if
a Note is replaced. The Company may charge the Holder for the expenses of the Company and the
Trustee in replacing a Note. In case the mutilated, lost, destroyed or wrongfully taken Note has
become or is about to become due and payable, the Company in its discretion may pay the Note
instead of issuing a replacement Note.



39








 





     Section 2.05. Outstanding Notes. (a) Notes outstanding at any time are all Notes that have
been authenticated by the Trustee except for




     (1) Notes cancelled by the Trustee or delivered to it for cancellation;




     (2) any Note which has been replaced pursuant to Section 2.04 unless and until the
Trustee and the Company receive proof satisfactory to them that the replaced Note is held
by a “protected purchaser” (as defined in the Uniform Commercial Code as in effect in the
State of New York); and




     (3) on or after the maturity date or any redemption date or date for purchase of any
Notes pursuant to an Offer to Purchase, those Notes
payable or to be redeemed or purchased on that date for which the Trustee (or Paying
Agent, other than the Company or an Affiliate of the Company) holds money sufficient to
pay all amounts then due.



     (b) A Note does not cease to be outstanding because the Company or one of its Affiliates holds
the Note, provided that in determining whether the Holders of the requisite principal amount of the
outstanding Notes have given or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the
Company will be disregarded and deemed not to be outstanding, (it being understood that in
determining whether the Trustee is protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee
knows to be so owned will be so disregarded). Notes so owned which have been pledged in good faith
may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any
Affiliate of the Company.



     Section 2.06. Temporary Notes. Until definitive Notes are ready for delivery, the Company
may prepare and the Trustee will authenticate temporary Notes. Temporary Notes will be
substantially in the form of definitive Notes but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the Officer executing the temporary Notes, as
evidenced by the execution of the temporary Notes. If temporary Notes are issued, the Company
will cause definitive Notes to be prepared without unreasonable delay. After the preparation of
definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of
the temporary Notes at the office or agency of the Company designated for the purpose pursuant to
Section 4.02, without charge to the Holder. Upon surrender for cancellation of any temporary
Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a
like principal amount of definitive Notes of authorized denominations



40








 







and like terms and tenor.
Until so exchanged, the temporary Notes will be entitled to the same benefits under this Indenture
as definitive Notes.



     Section 2.07. Cancellation. The Company at any time may deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which the Company may
have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes
previously authenticated hereunder which the Company has not issued and sold. Any Registrar or the
Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or
payment. The Trustee will cancel all Notes surrendered for transfer, exchange, payment or
cancellation and dispose of them in accordance with its normal procedures or the written
instructions of the Company. The Company may not issue new Notes to replace Notes it has paid in
full or delivered to the Trustee for cancellation.



     Section 2.08. CUSIP and CINS Numbers. The Company in issuing the Notes may use “CUSIP” and
“CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or
exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of redemption or exchange or Offer to Purchase. The Company will promptly
notify the Trustee of any change in the CUSIP or CINS numbers.



     Section 2.09. Registration, Transfer and Exchange. (a) The Notes will be issued in
registered form only, without coupons, and the Company shall cause the Trustee to maintain a
register (the “Register”) of the Notes, for registering the record ownership of the Notes by the
Holders and transfers and exchanges of the Notes.




     (b) (1) Each Global Note will be registered in the name of the Depositary or its
nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC
Legend.




           (2) Each Global Note will be delivered to the Trustee as custodian for the
Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be
limited to transfers thereof in whole, but not in part, to the Depositary, its successors
or their respective nominees, except (1) as set forth in Section 2.09(b)(4) and (2) if
approved by the Company in its reasonable discretion, transfers of portions thereof in the
form of Certificated Notes may be made upon request of an Agent Member (for itself or on
behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of
the Depositary in accordance with customary procedures of the Depositary and in compliance
with this Section and Section 2.10.



41








 






     (3) Agent Members will have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depositary, and the Depositary may be treated by the
Company, any Guarantor, the Trustee and any agent of the Company, any Guarantor or the
Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and
otherwise authorize any Person (including any Agent Member and any Person that holds a
beneficial interest in a Global Note through an Agent Member) to take any action which a
Holder is entitled to take under this Indenture or the Notes, and nothing herein will
impair, as between the Depositary and its Agent Members, the operation of customary
practices governing the exercise of the rights of a holder of any security.




     (4) If (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for a Global Note and a successor depositary is not appointed by
the Company within 90 days of the notice or (y) an Event of Default has occurred and is
continuing and the Trustee has received a request from the Depositary, the Trustee will
promptly exchange each beneficial interest in a Global Note for one or more Certificated
Notes in authorized denominations and of like terms and tenor having an equal aggregate
principal amount registered in the name of the owner of such beneficial interest, as
identified to the Trustee by the Depositary, and thereupon such Global Note will be deemed
canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes
issued in exchange therefor will not bear the Restricted Legend. If such Note bears the
Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the
Restricted Legend.



     (c) Each Certificated Note will be registered in the name of the holder thereof or its
nominee.



     (d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or
exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized
denomination and of like terms and tenor by presenting to the Trustee a written request therefor
stating the name of the proposed transferee or requesting such an exchange, accompanied by any
certification, opinion or other document required by Section 2.10. The Trustee will promptly
register any transfer or exchange that meets the requirements of this Section by noting the same in
the register maintained by the Trustee for the purpose; provided that




     (x) no transfer or exchange will be effective until it is registered in such register
and



42









 






     (y) the Trustee will not be required (i) to issue, register the transfer of or
exchange any Note for a period of 15 days before a selection of Notes of like terms and
tenor to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the
transfer of or exchange any Note so selected for redemption or purchase in whole or in
part, except, in the case of a partial redemption or purchase, that portion of any Note
not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an
Offer to Purchase is to occur after a Regular Record Date but on or before the
corresponding Interest Payment Date, to register the transfer of or exchange any Note on
or after the Regular Record Date and before the date of redemption or purchase. Prior to
the registration of any transfer, the Company, each Guarantor, the Trustee and their
agents will treat the Person in whose name the Note is registered as the owner and
Holder thereof for all purposes (whether or not the Note is overdue), and will not be
affected by notice to the contrary.



     From time to time the Company will execute and the Trustee will authenticate additional Notes
as necessary in order to permit the registration of a transfer or exchange in accordance with this
Section.



     No service charge will be imposed in connection with any transfer or exchange of any Note, 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 a transfer tax or other similar
governmental charge payable upon exchange pursuant to subsection (b)(4)).




     (e) (1) Global Note to Global Note. If a beneficial interest in a Global Note is
transferred or exchanged for a beneficial interest in another Global Note, the Trustee
will (x) record a decrease in the principal amount of the Global Note being transferred or
exchanged equal to the principal amount of such transfer or exchange and (y) record a like
increase in the principal amount of the other Global Note. Any beneficial interest in one
Global Note that is transferred to a Person who takes delivery in the form of an interest
in another Global Note, or exchanged for an interest in another Global Note, will, upon
transfer or exchange, cease to be an interest in such Global Note and become an interest
in the other Global Note and, accordingly, will thereafter be subject to all transfer and
exchange restrictions, if any, and other procedures applicable to beneficial interests in
such other Global Note for as long as it remains such an interest.




     (2) Global Note to Certificated Note. If a beneficial interest in a Global Note is
transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease
in the principal amount of such Global Note equal to the principal amount of such transfer
or exchange and (y) deliver one or more new Certificated Notes in authorized denominations



43









 






and of like terms and tenor having an equal aggregate principal amount to the transferee
(in the case of a transfer) or the owner of such beneficial interest (in the case of an
exchange), registered in the name of such transferee or owner, as applicable.




     (3) Certificated Note to Global Note. If a Certificated Note is transferred or
exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such
Certificated Note, (y) record an increase in the principal amount of such Global Note
equal to the principal amount of such transfer or exchange and (z) in the event that such
transfer or exchange involves less than the entire principal amount of the canceled
Certificated Note, deliver to the Holder thereof one or more new
Certificated Notes in authorized denominations and of like terms and tenor having an
aggregate principal amount equal to the untransferred or unexchanged portion of the
canceled Certificated Note, registered in the name of the Holder thereof.




     (4) Certificated Note to Certificated Note. If a Certificated Note is transferred or
exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note
being transferred or exchanged, (y) deliver one or more new Certificated Notes in
authorized denominations and of like terms and tenor having an aggregate principal amount
equal to the principal amount of such transfer or exchange to the transferee (in the case
of a transfer) or the Holder of the canceled Certificated Note (in the case of an
exchange), registered in the name of such transferee or Holder, as applicable, and (z) if
such transfer or exchange involves less than the entire principal amount of the canceled
Certificated Note, deliver to the Holder thereof one or more Certificated Notes in
authorized denominations and of like terms and tenor having an aggregate principal amount
equal to the untransferred or unexchanged portion of the canceled Certificated Note,
registered in the name of the Holder thereof.



     Section 2.10. Restrictions
on Transfer and Exchange. (a) The transfer or exchange of any
Note (or a beneficial interest therein) may only be made in accordance with this Section and
Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable
rules and procedures of the Depositary. The Trustee shall refuse to register any requested
transfer or exchange that does not comply with the preceding sentence.



     (b) Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest
therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of
the type set forth opposite in column B below may only be made in compliance with the certification
requirements (if any) described in the clause of this paragraph set forth opposite in column C
below.



44








 





	 	 	 	 	 	 	 
	A
	 	B
	 	C
	U.S. Global Note

	 	U.S. Global Note
	 	 	(1	)
	U.S. Global Note

	 	Offshore Global Note
	 	 	(2	)
	U.S. Global Note

	 	Certificated Note
	 	 	(3	)
	Offshore Global Note

	 	U.S. Global Note
	 	 	(4	)
	Offshore Global Note

	 	Offshore Global Note
	 	 	(1	)
	Offshore Global Note

	 	Certificated Note
	 	 	(5	)
	Certificated Note

	 	U.S. Global Note
	 	 	(4	)
	Certificated Note

	 	Offshore Global Note
	 	 	(2	)
	Certificated Note

	 	Certificated Note
	 	 	(3	)





     (1) No certification is required.


     (2) The Person requesting the transfer or exchange must deliver or cause to be
delivered to the Trustee a duly completed Regulation S Certificate; provided that if the
requested transfer or exchange is made by the Holder of a Certificated Note that does not
bear the Restricted Legend, then no certification is required.


     (3) The Person requesting the transfer or exchange must deliver or cause to be
delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed
Regulation S Certificate or (z) a duly completed Institutional Accredited Investor
Certificate, and/or an Opinion of Counsel and such other certifications and evidence as
the Company may reasonably require in order to determine that the proposed transfer or
exchange is being made in compliance with the Securities Act and any applicable securities
laws of any state of the United States; provided that if the requested transfer or
exchange is made by the Holder of a Certificated Note that does not bear the Restricted
Legend, then no certification is required. In the event that (i) the requested transfer
or exchange takes place after the Restricted Period and a duly completed Regulation S
Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the
Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the
Trustee will deliver a Certificated Note that does not bear the Restricted Legend.


     (4) The Person requesting the transfer or exchange must deliver or cause to be
delivered to the Trustee a duly completed Rule 144A Certificate.


     (5) If the requested transfer or exchange occurs during the Restricted Period and
involves a beneficial interest in an Offshore Global Note, the Person requesting the
transfer must deliver or cause to be delivered to the Trustee (x) a duly completed Rule
144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate,
and/or an Opinion of Counsel and such other certifications and evidence as the


45








 






Company may reasonably require in order to determine that the proposed transfer is being
made in compliance with the Securities Act and any applicable securities laws of any state
of the United States. If the requested transfer or exchange involves a beneficial
interest in an Offshore Global Note but does not occur during the Restricted Period, no
certification is required and the Trustee will deliver a Certificated Note that does not
bear the Restricted Legend.



     (c) No certification is required in connection with any transfer or exchange of any Note (or a
beneficial interest therein)




     (1) after such Note is eligible for resale pursuant to Rule 144(d) under the
Securities Act (or a successor provision); provided that the Company has provided the
Trustee with an Officers’ Certificate to that effect, and the Company may require from any
Person requesting a transfer or exchange in reliance upon this clause (1) an opinion of
counsel and any other reasonable certifications and evidence in order to support such
certificate; or




     (2)(x) sold pursuant to an effective registration statement, pursuant to a
Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange
into an Exchange Note pursuant to an Exchange Offer.



     Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted
Legend.



     (d) The Trustee will retain copies of all certificates, opinions and other documents received
in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the
Company will have the right to inspect and make copies thereof at any reasonable time upon written
notice to the Trustee.



ARTICLE 3

Redemption; Offer to Purchase




     Section 3.01. Optional Redemption. The Notes may be redeemed as set forth in Section 5 of
the form of Notes.



     Section 3.02. [Reserved].



     Section 3.03. Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it
must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by
delivering an Officers’ Certificate at
least 10 days before the notice of redemption required pursuant to this Section 3.03(a) is
sent to Holders (unless a shorter period is satisfactory to the Trustee). If



46









 







fewer than all of the
Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than
15 days after the date the notice of redemption is sent to Holders, and the Trustee will select the
Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion
deems fair and appropriate, in denominations of $1,000 principal amount and multiples thereof. The
Trustee will notify the Company promptly of the Notes or portions of Notes to be called for
redemption. Notice of redemption must be sent by the Company or at the Company’s request, by the
Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at
least 30 days but not more than 60 days before the redemption date.



     (b) The notice of redemption will identify the Notes to be redeemed and will include or state
the following:




     (1) the redemption date;




     (2) the redemption price, including the portion thereof representing any accrued
interest;




     (3) the place or places where Notes are to be surrendered for redemption;




     (4) Notes called for redemption must be so surrendered in order to collect the
redemption price;




     (5) on the redemption date the redemption price will become due and payable on Notes
called for redemption, and interest on Notes called for redemption will cease to accrue on
and after the redemption date;




     (6) if any Note is redeemed in part, on and after the redemption date, upon surrender
of such Note, new Notes of like terms and tenor equal in principal amount to the
unredeemed portion will be issued; and




     (7) if any Note contains a CUSIP or CINS number, no representation is being made as
to the correctness of the CUSIP or CINS number either as printed on the Notes or as
contained in the notice of redemption and that the Holder should rely only on the other
identification numbers printed on the Notes.



     (c) Once notice of redemption is sent to the Holders, Notes called for redemption become due
and payable at the redemption price on the redemption date, and upon surrender of the Notes called
for redemption, the Company shall redeem such Notes at the redemption price. Commencing on the
redemption date, Notes redeemed will cease to accrue interest. Upon surrender of any Note
redeemed in part, the Holder will receive a new Note of like terms and tenor equal in
principal amount to the unredeemed portion of the surrendered Note.



47









 





     Section 3.04. Offer to Purchase. (a) An “Offer to Purchase” means an offer by the Company to
purchase Notes as required by this Indenture. An Offer to Purchase must be made by written offer
(the “offer”) sent to the Holders. The Company will notify the Trustee at least 15 days (or such
shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its
obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company.



     (b) The offer must include or state the following as to the terms of the Offer to Purchase:




     (1) the provision of this Indenture pursuant to which the Offer to Purchase is being
made;




     (2) the aggregate principal amount of the outstanding Notes offered to be purchased
by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner
by which such amount has been determined pursuant to this Indenture) (the “purchase
amount”);




     (3) the purchase price, including the portion thereof representing accrued interest;




     (4) an expiration date (the “expiration date”) not less than 30 days or more than 60
days after the date of the offer, and a settlement date for purchase (the “purchase date”)
not more than five Business Days after the expiration date;




     (5) a Holder may tender all or any portion of its Notes, subject to the requirement
that any portion of a Note tendered must be in a multiple of $1,000 principal amount;




     (6) the place or places where Notes are to be surrendered for tender pursuant to the
Offer to Purchase;




     (7) each Holder electing to tender a Note pursuant to the offer will be required to
surrender such Note at the place or places specified in the offer prior to the close of
business on the expiration date (any such Certificated Note being, if the Company or the
Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of
transfer);




     (8) interest on any Note not tendered, or tendered but not purchased by the Company
pursuant to the Offer to Purchase, will continue to accrue;



48









 






     (9) on the purchase date the purchase price will become due and payable on each Note
accepted for purchase, and interest on Notes purchased will cease to accrue on and after
the purchase date;




     (10) Holders are entitled to withdraw Notes tendered by giving notice, which must be
received by the Company or the Trustee not later than the close of business on the
expiration date, setting forth the name of the Holder, the principal amount of the
tendered Notes, the certificate number of any tendered Certificated Notes and a statement
that the Holder is withdrawing all or a portion of the tender;




     (11) (i) if Notes in an aggregate principal amount less than or equal to the amount
of such Notes being purchased pursuant to the Offer to Purchase are duly tendered and not
withdrawn, the Company will purchase all such Notes, and (ii) if Notes in an aggregate
principal amount in excess of the amount of such Notes being purchased pursuant to the
Offer to Purchase are duly tendered and not withdrawn, the Company will purchase Notes
having an aggregate principal amount equal to the purchase amount on a pro rata basis,
with adjustments so that only Notes in multiples of $1,000 principal amount will be
purchased;




     (12) if any Note is purchased in part, new Notes equal in principal amount to the
unpurchased portion of the Note will be issued; and




     (13) if any Note contains a CUSIP or CINS number, no representation is being made as
to the correctness of the CUSIP or CINS number either as printed on the Notes or as
contained in the offer and that the Holder should rely only on the other identification
numbers printed on the Notes.



     (c) Prior to the purchase date, the Company will accept tendered Notes for purchase as
required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an
Officers’ Certificate specifying which Notes have been accepted for purchase. On the purchase date
the purchase price will become due and payable on each Note accepted for purchase, and interest on
Notes purchased will cease to accrue on and after the purchase date. The Trustee will promptly
return to Holders any Notes not accepted for purchase and send to Holders new Notes of like terms
and tenor equal in principal amount to any unpurchased portion of any Notes accepted for purchase
in part.



     (d) The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable
laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary
to permit such compliance.



     (e) The Company will timely repay Indebtedness or obtain consents as necessary under, or
terminate, any agreements or instruments that would



49









 







otherwise prohibit an Offer to Purchase
required to be made pursuant to this Indenture.



ARTICLE 4

Covenants




     Section 4.01. Payment of Notes. (a) The Company agrees to pay the principal of and interest
on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later
than 11:00 a.m. (New York City time) on the due date of any principal of or interest on any Notes,
or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or
Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if
the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each
due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money
sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in
this Indenture. In each case the Company will promptly notify the Trustee of its compliance with
this paragraph.



     (b) An installment of principal or interest will be considered paid on the date due if the
Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds by 11:00
a.m. (New York City time) on that date money designated for and sufficient to pay the installment.
If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or
interest will be considered paid on the due date only if paid to the Holders.



     (c) The Company agrees to pay interest on overdue principal, and, in certain circumstances and
to the extent lawful, overdue installments of interest at the rate per annum specified in the
Notes.



     (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire
transfer of immediately available funds to the accounts specified by the Holders of the Global
Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of
immediately available funds to the accounts specified by the Holders thereof or, if no such account
is specified, by mailing a check to each Holder’s registered address.



     Section 4.02. Maintenance of Office or Agency. The Company will maintain in the continental
United States, an office or agency where Notes may be
surrendered for registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company hereby initially designates the Corporate Trust Office of the Trustee as such
office of the Company. 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



50









 







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 to the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be surrendered or presented for any of 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.



     Section 4.03. Existence. The Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of each of its
Restricted Subsidiaries in accordance with their respective organizational documents, and the
material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided
that the Company is not required to preserve any such right, license or franchise, or the existence
of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in
the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and
provided further that this Section does not prohibit any transaction otherwise permitted by
Section 4.14 or Article 5.



     Section 4.04. Payment of Obligations. The Company will pay or discharge, and cause each of
its Restricted Subsidiaries to pay or discharge as the same shall become due and payable (i) all
material tax liabilities, assessments and governmental charges or levies upon it or its properties
or assets, unless the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Company or such
Restricted Subsidiary, and (ii) all material lawful claims which, if unpaid, would by law become a
Lien upon the property of the Company or any Restricted Subsidiary.



     Section 4.05. Maintenance of Properties and Insurance. (a) The Company will cause all
properties used or useful in the conduct of its business or the business of any of its Restricted
Subsidiaries to be maintained and kept in good condition, repair and working order as in the
judgment of the Company may be necessary so that the business of the Company and its Restricted
Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in
this Section prevents the Company or any Restricted Subsidiary from discontinuing the use,
operation or maintenance of any of such properties or disposing of any of them, if such
discontinuance or disposal is, in the judgment of
the Company, desirable in the conduct of the business of the Company and its Restricted
Subsidiaries taken as a whole.



     (b) The Company will maintain or cause to be maintained (at its own expense), for itself and
its Restricted Subsidiaries, insurance with financially sound and reputable insurance companies, in
such amounts, with such limitations



51









 







or deductibles, against such risks, and in such form as is
customarily maintained by companies of established repute engaged in the same or similar businesses
operating in the same or similar locations.



     Section 4.06. Limitation on Indebtedness and Disqualified Stock. (a) The Company will not,
and will not cause or permit any of its Restricted Subsidiaries to, create, issue, incur, assume,
guarantee or otherwise in any manner become directly or indirectly liable for the payment of or
otherwise incur, contingently or otherwise (collectively, “incur”), any Indebtedness (including any
Acquired Debt and the issuance of Disqualified Stock), unless such Indebtedness is incurred by the
Company or any Guarantor and, in each case, the Company’s Consolidated Fixed Charge Coverage Ratio
for the most recent four full fiscal quarters for which financial statements are available
immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to
or greater than 2.25:1.



     (b) Notwithstanding the foregoing, the Company and, to the extent specifically set forth
below, the Restricted Subsidiaries may incur each and all of the following (collectively, the
“Permitted Debt”):




     (1) Indebtedness of the Company or any Guarantor (whether as borrowers or guarantors)
under one or more Credit Facilities in an aggregate principal amount at any one time
outstanding under this clause (i) not to exceed the greater of (x) $1,750,000,000 and (y)
30.0% of Adjusted Consolidated Net Tangible Assets;




     (2) Indebtedness of (i) the Company pursuant to the Notes (other than Additional
Notes) and (ii) any Guarantor pursuant to a Note Guarantee of the Notes (including
Additional Notes);




     (3) Indebtedness of the Company or any Guarantor outstanding on the Issue Date, and
not otherwise referred to in this definition of “Permitted Debt;”




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




     (A) if the Company or any Guarantor is the obligor on such Indebtedness,
such Indebtedness must be expressly subordinated to the prior payment in full in
cash of all obligations
with respect to the Notes, in the case of the Company, or the Note
Guarantee, in the case of a Guarantor; and




     (B) (i) any subsequent issuance or transfer of Capital Stock that results in
any such Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary thereof (other than pursuant to a Credit Facility) and (ii)
any sale or other transfer



52









 







of any such Indebtedness to a Person that is not
either the Company or a Restricted Subsidiary thereof, shall be deemed, in each
case, to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, that was not permitted by this clause
(4);




     (5) Guarantees by the Company or any Guarantor of any Indebtedness of the Company or
any of the Guarantors which is permitted to be incurred under this Indenture;




     (6) Indebtedness of the Company or any Restricted Subsidiary that represents:




     (A) obligations pursuant to Interest Rate Agreements entered into in the
ordinary course of business with respect to Indebtedness permitted by this
Indenture;




     (B) obligations under currency exchange contracts entered into in the
ordinary course of business; and




     (C) obligations pursuant to hedging arrangements (including, without
limitation, swaps, caps, floors, collars, options and similar agreements) entered
into in the ordinary course of business for the purpose of protecting, on a net
basis, against price risks, basis risks, or other risks encountered in the Oil
and Gas Business;




     (7) Indebtedness of the Company or any Restricted Subsidiary represented by Capital
Lease Obligations (whether or not incurred pursuant to Sale Leaseback Transactions) or
Purchase Money Obligations or other Indebtedness incurred or assumed in connection with
the acquisition or development of real or personal, movable or immovable, property in each
case incurred for the purpose of financing or refinancing all or any part of the purchase
price or cost of construction or improvement of property used in the business of the
Company, in an aggregate principal amount pursuant to this clause (7) (together with the
aggregate principal amount of any Permitted Refinancing Indebtedness in respect of
Indebtedness originally incurred pursuant to this clause (7)) not to exceed $100,000,000
outstanding at any time; provided that the
principal amount of any Indebtedness permitted under this clause (7) did not in each
case at the time of incurrence exceed the Fair Market Value, as determined by the Company
in good faith, of the acquired or constructed asset or improvement so financed;




     (8) Indebtedness of the Company or any Guarantor in connection with



53









 






     (A) one or more standby letters of credit issued for the account of the
Company or a Guarantor in the ordinary course of business and




     (B) other letters of credit, surety, bid, performance, appeal or similar
bonds, bankers’ acceptances, completion guarantees or similar instruments;
provided that, in each case contemplated by this clause (8), upon the drawing of
such letters of credit or other instrument, such obligations are reimbursed
within 30 days following such drawing; provided, further, that with respect to
clauses (A) and (B), such Indebtedness is not in connection with the borrowing of
money or the obtaining of advances or credit;




     (9) Indebtedness of Company or any Restricted Subsidiary with respect to obligations
relating to oil or gas balancing positions arising in the ordinary course of business;




     (10) Indebtedness of the Company or any Restricted Subsidiary arising from agreements
for indemnification or purchase price adjustment obligations or similar obligations,
earn-outs or other similar obligations or from Guarantees or letters of credit, surety
bonds or performance bonds securing any obligation of the Company or a Restricted
Subsidiary pursuant to such an agreement, in each case incurred or assumed in connection
with the acquisition or disposition of any business, assets or Capital Stock of a
Restricted Subsidiary;




     (11) Permitted Refinancing Indebtedness of the Company or any Restricted Subsidiary
issued in exchange for, or the net proceeds of which are used to renew, extend,
substitute, defease, refund, refinance or replace, any Indebtedness, including any
Disqualified Stock, incurred pursuant to Section 4.06(a) and clause (2), (3), (7), (11)
or (12) of this Section 4.06 (b);




     (12) the incurrence by the Company or any of its Restricted Subsidiaries of Acquired
Debt in connection with a transaction meeting either one of the financial tests set forth
in Section 5.01(a)(3);




     (13) Indebtedness of the Company or any Restricted Subsidiary with respect to any
obligation arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary course of
business, provided, however, that such Indebtedness is extinguished within five business
days of incurrence; and




     (14) Indebtedness of the Company or any Restricted Subsidiary in addition to that
described in clauses (1) through (13) above, and any



54









 







renewals, extensions, substitutions,
refinancings or replacements of such Indebtedness, so long as the aggregate principal
amount of all such Indebtedness shall not exceed $40,000,000 outstanding at any one time
in the aggregate.



     (c) For purposes of determining compliance with this Section, in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this
Section, the Company in its sole discretion may classify or reclassify such item of Indebtedness
and only be required to include the amount of such Indebtedness as one of such types (or to divide
such Indebtedness between two or more of such types); provided that any Indebtedness under the
Senior Credit Facility which was in existence on the Prior Issue Date (after giving effect to the
application of the net proceeds from the Prior Notes) shall be deemed to have been incurred
pursuant to clause (1) of subsection (b) above rather than subsection (a) above.



     (d) Indebtedness permitted by this Section need not be permitted solely by reference to one
provision permitting such Indebtedness but may be permitted in part by one such provision and in
part by one or more other provisions of this covenant permitting such Indebtedness.



     (e) Accrual of interest, accretion of principal or liquidation preference (or similar amount)
in respect of Preferred Stock or amortization of original issue discount, and the payment of
interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the
accretion or payment of dividends on any Disqualified Stock or Preferred Stock in the form of
additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to
be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that
the amount thereof as accrued shall be included as required in the calculation of the Consolidated
Fixed Charge Coverage Ratio of the Company.



     (f) For purposes of determining compliance with any dollar-denominated restriction on the
incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal
amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was incurred.



     (g) If Indebtedness is secured by a letter of credit that serves only to secure such
Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the
principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.



     (h) The amount of Indebtedness issued at a price less than the amount of the liability thereof
shall be determined in accordance with GAAP.



55









 





     Section 4.07. Limitation on Restricted Payments. (a) The Company will not, and will not
cause or permit any Restricted Subsidiary to, directly or indirectly:




     (i) pay any dividend on, or make any distribution to holders of, any shares of the
Company’s Capital Stock (other than dividends or distributions payable in shares of the
Company’s Qualified Capital Stock);




     (ii) purchase, redeem, defease or otherwise acquire or retire for value, directly or
indirectly, the Company’s Capital Stock;




     (iii) make any principal payment on, or purchase, redeem, defease, retire or
otherwise acquire for value, prior to any scheduled principal payment, sinking fund
payment or maturity, any Subordinated Indebtedness, except a payment on, or a purchase,
redemption, defeasance, retirement or other acquisition of such Subordinated Indebtedness
within one year of its final maturity;




     (iv) pay any dividend or distribution on any Capital Stock of any Restricted
Subsidiary to any Person (other than (A) to the Company or any of its Wholly Owned
Restricted Subsidiaries or any Guarantor or (B) dividends or distributions made by a
Restricted Subsidiary on a pro rata basis to all holders of the Capital Stock of such
Restricted Subsidiary); or




     (v) make any Investment in any Person (other than any Permitted Investments);


(any of the foregoing actions described in clauses (i) through (v) above, other than any such
action that is a Permitted Payment (as defined below), collectively, “Restricted Payments”) (the
amount of any such Restricted Payment, if other than cash, shall be the Fair Market Value of the
assets proposed to be transferred, as determined by the board of directors of the Company, whose
determination shall be conclusive and evidenced by a board resolution), unless





     (A) immediately after giving effect to such proposed Restricted Payment on
a pro forma basis, no Default or Event of Default shall have occurred and be
continuing;




     (B) immediately after giving effect to such Restricted Payment on a pro
forma basis, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Debt) under Section 4.06(a); and




     (C) after giving effect to the proposed Restricted Payment, the aggregate
amount of all such Restricted Payments



56









 







declared or made after March 22, 2007
(including all Designation Amounts) does not exceed the sum of:




     (1) 50% of the aggregate Consolidated Net Income of the Company
accrued on a cumulative basis during the period beginning April 1,
2007 and ending on the last day of the Company’s last fiscal quarter
ending prior to the date of the Restricted Payment (or, if such
aggregate cumulative Consolidated Net Income shall be a loss, minus
100% of such loss);




     (2) the aggregate Net Cash Proceeds, or the Fair Market Value of
property other than cash, received after March 22, 2007 by the Company
either (1) as capital contributions in the form of common equity to
the Company or (2) from the issuance or sale (other than to any of its
Subsidiaries) of Qualified Capital Stock of the Company (except, in
each case, to the extent such proceeds are used to purchase, redeem or
otherwise retire Capital Stock or Subordinated Indebtedness as set
forth below in Sections 4.07(b)(2) and (b)(3)) (and excluding the Net
Cash Proceeds from the issuance of Qualified Capital Stock financed,
directly or indirectly, using funds borrowed from the Company or any
Subsidiary until and to the extent such borrowing is repaid);




     (3) the aggregate Net Cash Proceeds received after March 22, 2007
by the Company (other than from any of its Subsidiaries) upon the
exercise of any options, warrants or rights to purchase Qualified
Capital Stock of the Company (and excluding the Net Cash Proceeds from
the exercise of any options, warrants or rights to purchase Qualified
Capital Stock financed, directly or indirectly, using funds borrowed
from the Company or any Subsidiary until and to the extent such
borrowing is repaid);




     (4) the aggregate Net Cash Proceeds received after March 22, 2007
by the Company from the
conversion or exchange, if any, of debt securities or
Disqualified Stock of the Company or its Restricted Subsidiaries into
or for Qualified Capital Stock of the Company plus, to the extent such
debt securities or Disqualified Stock were issued after March 22,
2007, the aggregate of Net Cash Proceeds from their original issuance
(and excluding the Net Cash Proceeds from the



57









 







conversion or exchange
of debt securities or Disqualified Stock financed, directly or
indirectly, using funds borrowed from the Company or any Subsidiary
until and to the extent such borrowing is repaid);




     (5)




(a) in the case of the disposition or repayment of any
Investment constituting a Restricted Payment
(including any Investment in an Unrestricted
Subsidiary) made after March 22, 2007, an amount (to
the extent not included in Consolidated Net Income)
equal to the amount received with respect to such
Investment, less the cost of the disposition of such
Investment and net of taxes, and




(b) in the case of the redesignation of an
Unrestricted Subsidiary as a Restricted Subsidiary (as
long as the designation of such Subsidiary as an
Unrestricted Subsidiary was deemed a Restricted
Payment), the Fair Market Value of the Company’s
interest in such Subsidiary at the time of such
redesignation; and




     (6) any amount which previously qualified as a Restricted Payment
on account of any Guarantee entered into by the Company or any
Restricted Subsidiary; provided that such Guarantee has not been
called upon and the obligation arising under such Guarantee no longer
exists.



     (b) The foregoing provisions shall not prohibit the following actions (each of clauses (1)
through (11) being referred to as a “Permitted Payment”):




     (1) the payment of any dividend within 60 days after the date of declaration thereof,
if at such date of declaration such payment was
permitted by the provisions of paragraph (a) of this Section 4.07, and such payment
shall be deemed to have been paid on such date of declaration;




     (2) the purchase, defeasance, redemption, or other acquisition or retirement for
value of any Capital Stock of the Company in exchange for (including any such exchange
pursuant to the exercise of a conversion right or privilege in connection with which cash
is paid in lieu of the



58









 







issuance of fractional shares or scrip), or out of the Net Cash
Proceeds of a substantially concurrent issuance and sale for cash (other than to a
Subsidiary) of, any Qualified Capital Stock of the Company; provided that the Net Cash
Proceeds from the issuance of such Qualified Capital Stock shall be excluded from clause
(C)(2) above;




     (3) the purchase, redemption, defeasance, retirement or other acquisition for value
or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount
not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale
for cash (other than to any Subsidiary of the Company) of any Qualified Capital Stock of
the Company, provided that the Net Cash Proceeds from the issuance of such shares of
Qualified Capital Stock shall be excluded from clause (C)(2) above;




     (4) the purchase, redemption, defeasance, retirement or other acquisition for value
or payment of principal of any Subordinated Indebtedness (other than Disqualified Stock)
through the substantially concurrent issuance of Permitted Refinancing Indebtedness;




     (5) any purchase, redemption, retirement, defeasance or other acquisition for value
of any Subordinated Indebtedness pursuant to the provisions of such Subordinated
Indebtedness upon a Change of Control or an Asset Sale after the Company shall have
complied with the provisions of Section 4.13 or 4.14 as the case may be and repurchased
all Notes tendered for purchase in connection with the Offer to Purchase;




     (6) the purchase, redemption, defeasance or other acquisition or retirement for value
of any Capital Stock of the Company held by any current or former officers, directors or
employees of the Company or any of its Subsidiaries (or permitted transferees of such
current or former officers, directors or employees) pursuant to the terms of agreements
(including employment agreements) or plans approved by the Company’s Board of Directors,
including any such purchase, redemption, defeasance or other acquisition or retirement of
such Capital Stock that is deemed to occur upon the exercise of stock options or similar
rights if such shares represent all or a portion of the exercise price or are surrendered
in connection with satisfying Federal income tax obligations; provided, however, that the
aggregate amount of such purchases, redemptions,
defeasances or other retirements and acquisitions pursuant to this clause (6) will
not, in the aggregate, exceed $2,000,000 per fiscal year;




     (7) loans made to officers, directors or employees of the Company or any Restricted
Subsidiary approved by the Board of Directors of the Company in an aggregate amount not to
exceed $2,000,000 outstanding at any one time, the proceeds of which are used solely (A)
to



59









 







purchase Capital Stock of the Company in connection with a restricted stock or employee
stock purchase plan, or to exercise stock options received pursuant to an employee or
director stock option plan or other incentive plan, in a principal amount not to exceed
the exercise price of such stock options or (B) to refinance loans, together with accrued
interest thereon, made pursuant to item (A) of this clause (7);




     (8) payments of dividends (i) on the Series A Preferred Stock outstanding on March
22, 2007, together with any additional Series A Preferred Stock issued after March 22,
2007 pursuant to warrants issued and outstanding on March 22, 2007, in an amount in any
fiscal year not to exceed the dividend rate required under the terms thereof as set forth
in the Certificate of Designations with respect to such Series A Preferred Stock on March
22, 2007, or (ii) the Company’s 8.5% Convertible Perpetual Preferred Stock outstanding on
the Issue Date in an amount not to exceed the dividend rate contemplated by the
Certificate of Designations with respect to such shares as of the Issue Date;




     (9) payments to dissenting stockholders of the Company (A) pursuant to applicable law
or (B) in connection with the settlement or other satisfaction of legal claims made
pursuant to or in connection with a consolidation, merger or transfer of assets in
connection with a transaction that is not prohibited by this Indenture; or




     (10) payments made by any Person other than the Company or any Restricted Subsidiary
to the stockholders of the Company in connection with or as part of (A) a merger or
consolidation of the Company with or into such Person or a Subsidiary of such Person, or
(B) a merger of a Subsidiary of such Person into the Company; and




     (11) Restricted Payments not exceeding $25,000,000 in the aggregate since March 22,
2007.



     (c) Not later than the date of making any Restricted Payment (other than any Restricted
Payment permitted pursuant to clauses (2) through (11) of Section 4.07(b)), the Company will
deliver to the Trustee an Officers’ Certificate stating that the Restricted Payment is permitted
and setting forth the basis upon which the calculations required by the covenant were calculated.



     Section 4.08. Limitation On Liens. (a) The Company will not, and will not cause or permit
any Restricted Subsidiary to, directly or indirectly, create or incur, in order to secure any
Indebtedness, any Lien of any kind, other than Permitted Liens, upon any property or assets
(including any intercompany notes) of the Company or any Restricted Subsidiary owned on the date
hereof or acquired after the date hereof, or assign or convey, in order to secure any Indebtedness,
any right to receive any income or profits therefrom, unless the



60









 







Notes (or a Note Guarantee in the
case of Liens of a Guarantor) are directly secured equally and ratably with (or, in the case of
Subordinated Indebtedness, prior or senior thereto, with the same relative priority as the Notes
shall have with respect to such Subordinated Indebtedness) the Indebtedness secured by such Lien.



     (b) Notwithstanding the foregoing, any Lien securing the Notes or a Note Guarantee granted
pursuant to clause (a) above shall be automatically and unconditionally released and discharged
upon:




     (i) any sale, exchange or transfer to any Person not an Affiliate of the Company of
the property or assets secured by such Lien,




     (ii) any sale, exchange or transfer to any Person not an Affiliate of the Company of
all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or
substantially all the assets of, any Restricted Subsidiary creating such Lien, or




     (iii) with respect to any Lien securing a Note Guarantee, the release of such Note
Guarantee in accordance with the terms of this Indenture.



     Section 4.09. Limitation on Sale and Leaseback Transactions. The Company will not, and will
not permit any of its Restricted Subsidiaries to, enter into any Sale Leaseback Transaction;
provided, that the Company or any of its Restricted Subsidiaries may enter into a Sale Leaseback
Transaction if:



     (a) the Company or such Subsidiary could have incurred Indebtedness in an amount equal to the
Attributable Indebtedness relating to such Sale Leaseback Transaction pursuant to the Consolidated
Fixed Charge Coverage Ratio test set forth in Section 4.06(a);



     (b) the gross cash proceeds of such Sale Leaseback Transaction are at least equal to the Fair
Market Value of the property that is the subject of such Sale Leaseback Transaction; and



     (c) the transfer of assets in such Sale Leaseback Transaction is permitted by, and the Company
applies the proceeds of such transaction in the same manner and to the same extent as Net Available
Cash and Excess Proceeds from an Asset Sale in compliance with Section 4.14.



     Section 4.10. Limitation on Dividend and other Payment Restrictions Affecting Restricted
Subsidiaries. (a) The Company will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause to come into existence or become
effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:



61









 






     (i) pay dividends or make any other distribution on its Capital Stock to the Company
or any other Restricted Subsidiary,




     (ii) pay any Indebtedness owed to the Company or any other Restricted Subsidiary,




     (iii) make loans or advances to the Company or any other Restricted Subsidiary or




     (iv) transfer any of its properties or assets to the Company or any other Restricted
Subsidiary.



     (b) However, clause (a) above will not prohibit any encumbrance or restriction created,
existing or becoming effective under or by reason of:




     (1) any agreement (including the Senior Credit Facility) in effect on the Issue Date;




     (2) any agreement or instrument with respect to a Person that was not a Restricted
Subsidiary of the Company on the Issue Date, in existence at the time such Person becomes
(or became) a Restricted Subsidiary of the Company and not incurred in connection with, or
in contemplation of, such Person becoming a Restricted Subsidiary, provided that such
encumbrances and restrictions are not applicable to the Company or any Restricted
Subsidiary or the properties or assets of the Company or any Restricted Subsidiary other
than such Subsidiary which is becoming a Restricted Subsidiary;




     (3) any agreement or instrument governing any Acquired Debt or other agreement of any
Person or related to assets acquired by or merged into or consolidated with the Company or
any Restricted Subsidiaries, so long as such encumbrance or restriction (A) was not
entered into in contemplation of the acquisition, merger or consolidation transaction, and
(B) is not applicable to any Person, or the properties or assets of any Person, other than
the Person, or the property or assets or subsidiaries of the Person, so acquired, so long
as the agreement containing such restriction does not violate any other provision of this
Indenture;




     (4) any applicable law or any requirement of any regulatory body;




     (5) the security documents evidencing any Liens securing obligations or Indebtedness
that limit the right of the debtor to dispose of the assets subject to such Liens;
provided that such Liens are permitted to be incurred under the provisions of Section
4.08;



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     (6) provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Company or any Restricted Subsidiary, or restrictions in
licenses relating to the property covered thereby, or other encumbrances or restrictions
in agreements or instruments relating to specific assets or property that restrict
generally the transfers of such assets or property, provided, however, that such
encumbrances or restrictions do not materially impact the ability of the Company to make
payments on the Notes when due as required by the terms of this Indenture;




     (7) asset sale agreements with respect to asset sales permitted to be made under the
provisions of Section 4.14 that limit the transfer of such assets pending the closing of
such sale;




     (8) shareholders’, partnership, joint venture and similar agreements entered into in
the ordinary course of business; provided, however, that such encumbrances or restrictions
do not apply to any Restricted Subsidiaries other than the applicable company,
partnership, joint venture or other entity; and provided, further, however, that such
encumbrances and restrictions do not materially impact the ability of the Company to make
payments on the Notes when due as required by the terms of this Indenture;




     (9) cash or other deposits, or net worth requirements or similar requirements,
imposed by suppliers or landlords under contracts entered into in the ordinary course of
business;




     (10) any other Credit Facility governing debt of the Company or any Guarantor,
permitted to be incurred by Section 4.06; provided, however, that such encumbrances or
restrictions are not (in the view of the Board of Directors of the Company as expressed in
a board resolution thereof) materially more restrictive, taken as a whole, than those
contained in the Senior Credit Facility;




     (11) customary restrictions on the disposition or distribution of assets or property
in agreements entered into in the ordinary course of the Oil and Gas Business of the types
described in the definition of Permitted Business Investments; and




     (12) this Indenture, or any agreement, amendment, modification, restatement, renewal,
supplement, refunding, replacement or refinancing that extends, renews, refinances or
replaces the agreements containing the encumbrances or restrictions in the foregoing
clauses (1) through (11), or in this clause (12); provided that the terms and conditions
of any such encumbrances or restrictions are no more restrictive in any material



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respect taken as a whole than those under or pursuant to the agreement so extended, renewed,
refinanced or replaced.



     Section 4.11. [Reserved.]



     Section 4.12. Guarantees by Restricted Subsidiaries. (a) Upon the formation or acquisition
of any new direct or indirect Restricted Subsidiary (excluding (i) any Foreign Subsidiary and (ii)
any Immaterial Subsidiary) by the Company or any Restricted Subsidiary, then such new Restricted
Subsidiary will provide a Note Guarantee within 20 days after its formation or acquisition.



     (b) A Restricted Subsidiary required to provide a Note Guarantee shall execute a Supplemental
Indenture and deliver an Opinion of Counsel to the Trustee in accordance with Article 11 of this
Indenture.



     Section 4.13. Repurchase of Notes Upon a Change of Control. (a) Not later than 30 days
following a Change of Control, the Company will make an Offer to Purchase all outstanding Notes at
a purchase price equal to 101% of the principal amount plus accrued interest to the date of
purchase (subject to the right of Holders on the relevant record date to receive interest due on
the relevant Interest Payment Date).



     (b) The Company will not be required to make an Offer to Purchase pursuant to Section 4.13(a)
if a third party makes an Offer to Purchase in the manner, at the times and otherwise in compliance
with the requirements set forth in Section 4.13(a) and Section 3.04 applicable to an Offer to
Purchase made by the Company and purchases all Notes validly tendered and not withdrawn pursuant to
such Offer to Purchase.



     Section 4.14. Limitation on Asset Sales. (a) The Company will not, and will not permit any
Restricted Subsidiary to, consummate any Asset Sale unless (i) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least
equal to the Fair Market Value of the assets and property subject to such Asset Sale and (ii) at
least 75% of the aggregate consideration paid to the Company or such Restricted Subsidiary in
connection with such Asset Sale and all other Asset Sales since the Prior Issue Date, on a
cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties
(including pursuant to asset swaps), the assumption by the purchaser of liabilities of the Company
(other than liabilities of the Company that are by their terms subordinated to the Notes) or
liabilities of
any Guarantor that made such Asset Sale (other than liabilities of a Guarantor that are by
their terms subordinated to such Guarantor’s Guarantee), in each case as a result of which the
Company and its remaining Restricted Subsidiaries are no longer liable for such liabilities, or,
solely in the case of any Asset Sale of Midstream Assets, Permitted MLP Securities.



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     (b) The Net Available Cash from Asset Sales by the Company or a Restricted Subsidiary may be
applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted
Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company or a
Restricted Subsidiary), to




     (1) repay any Indebtedness of the Company or any Restricted Subsidiaries other than
Subordinated Indebtedness; or




     (2) reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by the Company or
another Restricted Subsidiary) or make capital expenditures in the Oil and Gas Business.



     (c) Excess Proceeds of less than $20,000,000 will be carried forward and accumulated. When
accumulated Excess Proceeds equals or exceeds $20,000,000, the Company must, within 7 Business
Days, make an Offer to Purchase Notes having a principal amount equal to




     (1) accumulated Excess Proceeds, multiplied by




     (2) a fraction (x) the numerator of which is equal to the outstanding principal
amount of the Notes and (y) the denominator of which is equal to the outstanding principal
amount of the Notes and all Pari Passu Indebtedness similarly required to be repaid,
redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest
$1,000.



     Any Offer to Purchase Notes pursuant to this Section 4.14(c) shall be made ratably to the
Holders of the Notes on the basis of the principal amount of the Notes then outstanding. The
purchase price for the Notes will be 100% of the principal amount plus accrued interest to the date
of purchase (subject to the right of Holders on the relevant record date to receive interest due on
the relevant Interest Payment Date). Upon completion of the Offer to Purchase, Excess Proceeds
will be reset at zero.



     Section 4.15. Limitation on Transactions with Shareholders and Affiliates.



     The Company will not, and will not cause or permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into any transaction or series of related
transactions (including, without limitation, the sale, purchase, exchange or lease of assets,
property or services) with or for the benefit of any Affiliate of the Company (other than the
Company or a Restricted Subsidiary) unless such transaction or series of related transactions is
entered into in good faith and in writing and



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     (1) such transaction or series of related transactions is on terms that are no less favorable
to the Company or such Restricted Subsidiary, as the case may be, than those that would be
available in a comparable transaction in arm’s-length dealings with a party who is not an Affiliate
of the Company,



     (2) with respect to any transaction or series of related transactions involving aggregate
value in excess of $20,000,000,




     (i) the Company delivers an Officers’ Certificate to the Trustee certifying that such
transaction or series of related transactions complies with clause (1) above, and




     (ii) such transaction or series of related transactions has been approved by a
majority of the Disinterested Directors of the Board of Directors of the Company, or in
the event there is only one Disinterested Director, by such Disinterested Director, or



     (3) with respect to any transaction or series of related transactions involving aggregate
value in excess of $40,000,000, the Company delivers to the Trustee a written opinion of an
investment banking firm of national standing or other recognized independent expert with experience
appraising the terms and conditions of the type of transaction or series of related transactions
for which an opinion is required stating that the transaction or series of related transactions is
fair to the Company or such Restricted Subsidiary from a financial point of view;



     provided, however, that this provision shall not apply to:



     (1) employee benefit arrangements with any officer or director of the Company, including under
any employment agreement, stock option or stock incentive plans, and customary indemnification
arrangements with officers or directors of the Company, in each case entered into in the ordinary
course of business,



     (2) the payment of reasonable and customary fees to directors of the Company or any of its
Restricted Subsidiaries who are not employees of the Company or any Affiliate,



     (3) any Permitted Investments, Restricted Payments or Permitted Payments made in compliance
with Section 4.07,



     (4) sales of Capital Stock (other than Disqualified Stock) of the Company to Affiliates of the
Company,



     (5) in the case of contracts for purchase of drilling equipment or sale of oil field service
supplies or natural gas or other operational contracts, any such contracts are entered into in the
ordinary course of business on terms substantially similar to those contained in similar contracts
entered into by the Company or any Restricted Subsidiary and third parties, or if neither the
Company nor any



66









 







Restricted Subsidiary has entered into a similar contract with a third party, that
the terms are no less favorable than those available from third parties on an arm’s-length basis,
as determined by the Board of Directors of the Company,



     (6) any customary agreements with stockholders of the Company providing for preemptive,
voting, tag-along and similar rights to certain stockholders of the Company, provided that such
agreements are approved in advance by a majority of the Disinterested Directors, and



     (7) any transactions undertaken pursuant to any contracts in existence on the Issue Date (as
in effect on such date) and any renewals, replacements or modifications of such contracts (pursuant
to new transactions or otherwise) on terms no less favorable to the Holders of the Notes than those
in effect on the Issue Date.



     Section 4.16. Line of Business. Neither the Company nor any of its Restricted Subsidiaries
will directly or indirectly engage in any line or lines of business activity other than that which
is an Oil and Gas Business, except to such extent as would not be material to the Company and its
Restricted Subsidiaries, taken as a whole.



     Section 4.17. [Reserved.]



     Section 4.18. Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of
Directors of the Company may designate after the Issue Date any Subsidiary as an “Unrestricted
Subsidiary” (a “Designation”) only if:




     (1) no Default or Event of Default shall have occurred and be continuing at the time
of or after giving effect to such Designation;




     (2)




     (A) the Company would be permitted to make an Investment at the time of
Designation (assuming the effectiveness of such Designation) pursuant to Section
4.07 in an amount (the “Designation Amount”) equal to the greater of (1) the net
book value of the Company’s interest in such Subsidiary calculated in
accordance with GAAP or (2) the Fair Market Value of the Company’s interest
in such Subsidiary, or




     (B) the Designation Amount is less than $1,000;




     (3) such Unrestricted Subsidiary does not own any Capital Stock in any Restricted
Subsidiary of the Company which is not simultaneously being designated an Unrestricted
Subsidiary;



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     (4) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect
to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an
Unrestricted Subsidiary may provide a Note Guarantee; and




     (5) such Unrestricted Subsidiary is not a party to any agreement, contract,
arrangement or understanding at such time with the Company or any Restricted Subsidiary
unless the terms of any such agreement, contract, arrangement or understanding are no less
favorable to the Company or such Restricted Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Company or, in the event such
condition is not satisfied, the value of such agreement, contract, arrangement or
understanding to such Unrestricted Subsidiary shall be deemed a Restricted Payment.



     In the event of any such Designation, the Company shall be deemed, for all purposes of this
Indenture, to have made an Investment equal to the Designation Amount that constitutes a Restricted
Payment pursuant to Section 4.07.



     (b) The Company shall not and shall not cause or permit any Restricted Subsidiary to at any
time




     (1) provide credit support for, Guarantee or subject any of its property or assets
(other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, any
Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or
instrument evidencing such Indebtedness), provided, however, that the provisions of this
clause (b)(1) shall not be deemed to prevent Permitted Investments in Unrestricted
Subsidiaries that are otherwise allowed under this Indenture, or




     (2) be directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary.



     (c) For purposes of the foregoing, the Designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be deemed to be the Designation of all of the Subsidiaries of such
Subsidiary as Unrestricted Subsidiaries.



     (d) The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a
“Revocation”) if:




     (1) no Default or Event of Default shall have occurred and be continuing at the time
of and after giving effect to such Revocation;



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     (2) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
immediately following such Revocation would, if incurred at such time, have been permitted
to be incurred for all purposes of this Indenture; and




     (3) unless such redesignated Subsidiary shall not have any Indebtedness outstanding
(other than Indebtedness that would be Permitted Debt), immediately after giving effect to
such proposed Revocation, and after giving pro forma effect to the incurrence of any such
Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the
date of the Revocation, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Debt) pursuant to Section 4.06.



     (e) All Designations and Revocations must be evidenced by a resolution of the Board of
Directors of the Company delivered to the Trustee certifying compliance with the foregoing
provisions of this covenant.



     Section 4.19. [Reserved.]



     Section 4.20. Financial Reports. (a) Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company must provide the Trustee and
Noteholders within the time periods specified in those sections with




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




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



     (b) Whether or not required by the SEC, the Company will, if the SEC will accept the filing,
file a copy of all of the information and reports referred to
in clauses (1) and (2) of Section 4.20(a) with the SEC for public availability within the
time periods specified in the SEC’s rules and regulations, and any such information and reports so
filed with the SEC shall be deemed to have been provided to Holders pursuant to Section 4.20(a).
The Company will make the information and reports referred to in clauses (1) and (2) of Section
4.20(a) available to securities analysts and prospective investors upon request, to the extent such
information and reports have not been filed with the SEC.



69








 





     (c) If the Company had any Unrestricted Subsidiaries during the relevant period, the Company
will provide to the Trustee and the Noteholders information sufficient to ascertain the financial
condition and results of operations of the Company and its Restricted Subsidiaries, excluding in
all respects the Unrestricted Subsidiaries, to the extent such information has not been filed with
the SEC.



     (d) For so long as any of the Notes remain outstanding and constitute “restricted securities”
under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.



     (e) All obligors on the Notes will comply with Section 314(a) of the Trust Indenture Act.



     (f) Delivery of these reports and information to the Trustee is for informational purposes
only and the Trustee’s receipt of them will not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).



     Section 4.21. Reports to Trustee. (a) The Company will deliver to the Trustee within 120
days after the end of each fiscal year a certificate from the principal executive, financial or
accounting officer of the Company stating that the officer has conducted or supervised a review of
the activities of the Company and its Restricted Subsidiaries and their performance under this
Indenture and that, based upon such review, the Company has fulfilled its obligations hereunder or,
if there has been a Default, specifying the Default and its nature and status.



     (b) The Company will deliver to the Trustee, as soon as possible and in any event within 30
days after the Company becomes aware or should reasonably become aware of the occurrence of a
Default, an Officers’ Certificate setting forth the details of the Default, and the action which
the Company proposes to take with respect thereto.



     (c) The Company will notify the Trustee when any Notes are listed on any national securities
exchange and of any delisting.



ARTICLE 5

Consolidation, Merger or Sale of Assets




     Section 5.01. Consolidation, Merger or Sale of Assets by the Company. (a) The Company will
not, in a single transaction or through a series of related transactions, consolidate with or merge
with or into any other Person or sell,



70









 







assign, convey, transfer, lease or otherwise dispose of all
or substantially all of its properties and assets to any Person or group of Persons, or permit any
of its Restricted Subsidiaries to enter into any such transaction or series of transactions, if
such transaction or series of transactions, in the aggregate, would result in a sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the properties and assets
of the Company and its Restricted Subsidiaries on a Consolidated basis to any other Person or group
of Persons (other than the Company or a Guarantor), unless at the time and after giving effect
thereto:




     (1) either (A) the Company will be the continuing corporation or (B) the Person (if
other than the Company) formed by such consolidation or into which the Company is merged
or the Person which acquires by sale, assignment, conveyance, transfer, lease or
disposition all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a Consolidated basis (the “Surviving Entity”) will be a
corporation, limited liability company or limited partnership (provided that in the event
the Surviving Entity is a limited partnership, then a Subsidiary of the Surviving Entity
that is a corporation or limited liability company shall execute a supplement to this
Indenture pursuant to which it shall become a co-obligor of the Surviving Entity’s
obligations under this Indenture and the Notes) duly organized and validly existing under
the laws of the United States of America, any state thereof or the District of Columbia
and the Surviving Entity expressly assumes, by executing a supplement to this Indenture,
all the obligations of the Company under this Indenture and the Notes;




     (2) immediately after giving effect to such transaction on a pro forma basis (and
treating any Indebtedness not previously an obligation of the Company or any of its
Restricted Subsidiaries which becomes the obligation of the Company or any of its
Restricted Subsidiaries as a result of such transaction as having been incurred at the
time of such transaction), no Default or Event of Default will have occurred and be
continuing;




     (3) immediately after giving effect to such transaction on a pro forma basis (on the
assumption that the transaction occurred on the first day of the four-quarter period for
which financial statements are available ending immediately prior to the consummation of
such transaction with the appropriate adjustments with respect to the transaction being
included in such pro forma calculation), the Company (or the Surviving Entity if the
Company is not the continuing obligor under this Indenture) (A) could
incur $1.00 of additional Indebtedness (other than Permitted Debt) under the
provisions of Section 4.06 or (B) would have a Consolidated Fixed Charge Coverage Ratio
not less than the Consolidated Fixed Charge Coverage Ratio of the Company immediately
prior to such transaction;



71









 






     (4) unless the Company is the continuing obligor under this Indenture, at the time of
the transaction, each Guarantor, if any, unless it is the other party to the transactions
described above, will have confirmed, by executing a supplement to this Indenture, that
its Note Guarantee shall apply to the Surviving Entity’s obligations under this Indenture
and the Notes;




     (5) at the time of the transaction, if any of the property or assets of the Company
or any of its Restricted Subsidiaries would thereupon become subject to any Lien, the
provisions of Section 4.08 are complied with; and




     (6) at the time of the transaction, the Company or the Surviving Entity will have
delivered, or caused to be delivered, to the Trustee, an Officers’ Certificate and an
Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale,
assignment, conveyance, transfer, lease or other transaction and any supplement to this
Indenture executed and delivered in connection therewith comply with the terms of this
Indenture.



     (b) In the event of any transaction (other than a lease) described in and complying with the
conditions listed in Section 5.01(a) in which the Company is not the Surviving Entity, the
Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture and the Notes, and the Company shall be discharged from all
obligations and covenants under this Indenture and the Notes.



     (c) Notwithstanding the foregoing, the Company may merge with an Affiliate incorporated or
organized solely for the purpose of reincorporating or reorganizing the Company in another
jurisdiction to realize tax or other benefits.



     Section 5.02. Consolidation, Merger or Sale of Assets by a Guarantor. (a) Each Guarantor
will not, and the Company will not permit a Guarantor to, in a single transaction or through a
series of related transactions, (x) consolidate with or merge with or into any other Person (other
than the Company or any other Guarantor) or (y) sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets to any Person or group of Persons
(other than the Company or any other Guarantor) or permit any of its Restricted Subsidiaries to
enter into any such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, in the case of clause (y) would result in a sale, assignment,
conveyance, transfer, lease or disposition of all
or substantially all of the properties and assets of the Guarantor and its Restricted
Subsidiaries on a Consolidated basis to any other Person or group of Persons (other than the
Company or any Guarantor), unless at the time and after giving effect thereto:



72









 






     (1) either (A) the Guarantor or the Company will be the continuing Person in the case
of a merger involving the Guarantor or (B) the Person (if other than the Guarantor) formed
by such consolidation or into which the Guarantor is merged or the Person which acquires
by sale, assignment, conveyance, transfer, lease or disposition all or substantially all
of the properties and assets of the Guarantor and its Restricted Subsidiaries on a
Consolidated basis (the “Surviving Guarantor Entity”) expressly assumes, by executing a
supplement to this Indenture, all the obligations of such Guarantor under its Note
Guarantee;




     (2) immediately before and immediately after giving effect to such transaction on a
pro forma basis, no Default or Event of Default will have occurred and be continuing; and




     (3) at the time of the transaction such Guarantor or the Surviving Guarantor Entity
will have delivered, or caused to be delivered, to the Trustee, an Officers’ Certificate
and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer,
sale, assignment, conveyance, lease or other transaction and any supplement to this
Indenture executed and delivered in connection therewith comply with this Indenture;



     provided, however, that this Section 5.02(a) shall not apply to any Guarantor whose Note
Guarantee is terminated in accordance with Section 11.09 of this Indenture.



     (b) In the event of any transaction (other than a lease) described in and complying with the
conditions listed in Section 5.02(a) in which the Guarantor is not the Surviving Guarantor Entity,
the Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every
right and power of, such Guarantor under this Indenture, and such Guarantor shall be discharged
from all obligations and covenants under this Indenture and the Note Guarantee.



     (c) Notwithstanding the foregoing, any Guarantor may merge with an Affiliate incorporated or
organized solely for the purpose of reincorporating or reorganizing such Guarantor in another
jurisdiction to realize tax or other benefits.



ARTICLE 6

Default and Remedies




     Section 6.01. Events of Default. An “Event of Default” occurs if



     (1) the Company defaults in the payment of the principal of any Note when the same becomes due
and payable at Stated Maturity, upon acceleration or redemption, or otherwise (other than pursuant
to an Offer to Purchase);



73









 





     (2) the Company defaults in the payment of interest (including any Additional Interest) on any
Note when the same becomes due and payable, and the default continues for a period of 30 days;



     (3) the Company fails to make an Offer to Purchase and thereafter accept and pay for Notes
tendered when and as required pursuant to Section 4.13 or Section 4.14, or the Company or any
Guarantor fails to comply with Article 5;



     (4) the Company defaults in the performance of or breaches any other covenant or agreement of
the Company in this Indenture or under the Notes and the default or breach continues for a period
of 60 consecutive days after written notice (or 180 consecutive days after written notice in the
case of a Default pursuant to Section 4.20) to the Company by the Trustee or to the Company and the
Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;



     (5) there occurs with respect to any Indebtedness of the Company, any Guarantor or any other
Significant Subsidiary having an outstanding principal amount of $50,000,000 or more in the
aggregate for all such Indebtedness of all such Persons (i) an event of default that results in
such Indebtedness (including any scheduled installment of principal with respect to such
Indebtedness) being due and payable prior to its Stated Maturity or (ii) failure to make a
principal, premium (if any) or interest payment when due and such defaulted payment is not made,
waived or extended within the applicable grace period, the result of which is to give the holder of
such Indebtedness the right to accelerate such Indebtedness;



     (6) one or more judgments, orders or decrees of any court or regulatory or administrative
agency for the payment of money in excess of $50,000,000 (determined net of any amounts covered by
insurance policies by insurers believed by the Company in good faith to be credit-worthy), either
individually or in the aggregate, shall be rendered against the Company, any Guarantor or any other
Significant Subsidiary or any of their respective properties and shall not be discharged and either
(i) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree
or (ii) there shall have been a period of 60 consecutive days during which a stay of enforcement of
such judgment or order, by reason of an appeal or otherwise, shall not be in effect;



     (7) the Company or any Significant Subsidiary institutes or consents to the institution of any
proceeding under any Debtor Relief Law with respect to it, or makes an assignment for the benefit
of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of
its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer is appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any



74









 







proceeding under any Debtor Relief
Law relating to any such Person or to all or any material part of its property is instituted
without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or
an order for relief is entered in any such proceeding;



     (8) the Company or any Significant Subsidiary becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due; or



     (9) any Note Guarantee ceases to be in full force and effect, other than in accordance the
terms of this Indenture, or a Guarantor denies or disaffirms its obligations under its Note
Guarantee.



     Section 6.02. Acceleration. (a) If an Event of Default occurs and is continuing under this
Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes
then outstanding, by written notice to the Company (and to the Trustee if the notice is given by
the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of
and accrued interest on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal and interest will become immediately due and payable;


provided, however, that upon the occurrence of an actual or deemed entry of an order for relief
with respect to the Company under the Bankruptcy Code of the United States, the principal of and
accrued interest on the Notes then outstanding will become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.




     (b) The Holders of a majority in aggregate principal amount of the outstanding Notes by
written notice to the Company and to the Trustee may waive all past defaults and rescind and annul
a declaration of acceleration and its consequences if




     (1) all existing Events of Default, other than the nonpayment of the principal of,
premium, if any, and interest on the Notes that have become due solely by the declaration
of acceleration, have been cured or waived, and




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



     Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee
may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding
at law or in equity to collect the payment of principal of and interest on the Notes or to enforce
the performance of any provision of the Notes or this Indenture. The Trustee may maintain a



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proceeding even if it does not possess any of the Notes or does not produce any of them in the
proceeding.



     Section 6.04. Waiver of Past Defaults. Except as otherwise provided in Sections 6.02, 6.07
and 9.02, the Holders of a majority in aggregate principal amount of the outstanding Notes may, by
notice to the Trustee, waive an existing Default and its consequences. Upon such waiver, the
Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been
cured, but no such waiver will extend to any subsequent or other Default or impair any right
consequent thereon.



     Section 6.05. Control by Majority. The Holders of a majority in aggregate principal amount
of the outstanding Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may
involve the Trustee in personal liability, or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction,
and may take any other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.



     Section 6.06. Limitation on Suits. A Holder may not institute any proceeding, judicial or
otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or
trustee, or for any other remedy under this Indenture or the Notes, unless:




     (1) the Holder has previously given to the Trustee written notice of a continuing
Event of Default;




     (2) Holders of at least 25% in aggregate principal amount of outstanding Notes have
made written request to the Trustee to institute proceedings in respect of the Event of
Default in its own name as Trustee under this Indenture;




     (3) Holders have offered to the Trustee security or indemnity reasonably satisfactory
to the Trustee against any costs, liabilities or expenses to be incurred in compliance
with such request;




     (4) the Trustee for 60 days after its receipt of such notice, request and offer of
security or indemnity has failed to institute any such proceeding; and




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



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     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding anything to the
contrary, the right of a Holder of a Note to receive payment of principal of or interest on its
Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such
payment on or after such respective dates, may not be impaired or affected without the consent of
that Holder.



     Section 6.08. Collection Suit by Trustee. If an Event of Default in payment of principal or
interest specified in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust for the whole amount of
principal and accrued interest remaining unpaid, together with interest on overdue principal and,
to the extent lawful, overdue installments of interest, in each case at the rate specified in the
Notes, and such further amount as is sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel and any other amounts due the Trustee hereunder.



     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders
allowed in any judicial proceedings relating to the Company or any Guarantor or their respective
creditors or property, and is entitled and empowered to collect, receive and distribute any money,
securities or other property payable or deliverable upon conversion or exchange of the Notes or
upon any such claims. Any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, if the Trustee consents to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts
due the Trustee hereunder. Nothing in this Indenture will be deemed to empower the Trustee to
authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.



     Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article, it
shall pay out the money in the following order:




     First: to the Trustee for all amounts due to it hereunder;




     Second: to Holders for amounts then due and unpaid for principal of and
interest on the Notes, ratably, without preference or priority of any



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kind, according to
the amounts due and payable on the Notes for principal and interest; and




     Third: to the Company or as a court of competent jurisdiction may direct.



     The Trustee, upon written notice to the Company, may fix a record date and payment date for
any payment to Holders pursuant to this Section.



     Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has
been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or
to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors,
the Trustee and the Holders will be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and
the Holders will continue as though no such proceeding had been instituted.



     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an
undertaking to pay the costs of the suit, and the court may assess reasonable costs, including
reasonable attorneys fees, against any party litigant (other than the Trustee) in the suit having
due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by a Holder to enforce payment of principal of or interest on any
Note on the respective due dates, or a suit by Holders of more than 10% in aggregate principal
amount of the outstanding Notes.



     Section 6.13. Rights and Remedies Cumulative. No right or remedy conferred or reserved to
the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right
or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in
addition to every other right and remedy hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or exercise of any right or remedy hereunder, or otherwise, will not
prevent the concurrent assertion or exercise of any other right or remedy.



     Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any
Holder to exercise any right or remedy accruing upon any Event of Default will impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.



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     Section 6.15. Waiver of Stay, Extension or Usury Laws. The Company and each Guarantor
covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from
paying all or any portion of the principal of, or interest on, the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the
performance of this Indenture. The Company and each Guarantor hereby expressly waives, to the
extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had been enacted.



ARTICLE 7

The Trustee




     Section 7.01. General. (a) The duties and responsibilities of the Trustee are as provided by
the Trust Indenture Act and as set forth herein. Whether or not expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee is subject to this Article.



     (b) Except during the continuance of an Event of Default, the Trustee need perform only those
duties that are specifically set forth in this Indenture and no others, and no implied covenants or
obligations will be read into this Indenture against the Trustee. In case an Event of Default has
occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.



     (c) No provision of this Indenture shall be construed to relieve the Trustee from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct.



     Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a)
through (d):




     (1) In the absence of bad faith on its part, the Trustee may rely, and will be
protected in acting or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper Person. The Trustee need
not investigate any fact or matter stated in the document, but, in the case



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of any document which is specifically required to be furnished to the Trustee pursuant to any
provision hereof, the Trustee shall examine the document to determine whether it conforms
to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein). The Trustee, in its discretion,
may make further inquiry or investigation into such facts or matters as it sees fit.




     (2) Before the Trustee acts or refrains from acting, it may require an Officers’
Certificate or an Opinion of Counsel conforming to Section 12.05 and the Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on the
certificate or opinion.




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




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




     (5) The Trustee will not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers or for any action
it takes or omits to take in accordance with the direction of the Holders in accordance
with Section 6.05 relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.




     (6) The Trustee may consult with counsel, and the written advice of such counsel or
any Opinion of Counsel will be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.




     (7) No provision of this Indenture will require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in
the performance of its duties hereunder, or in the exercise of its rights or powers,
unless it is offered reasonable security or indemnity against any loss, liability or
expense.



     Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its
Affiliates with the same rights it would



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have if it were not the Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and
311. For purposes of Trust Indenture Act Section 311(b)(4) and (6):




     (a) “cash transaction” means any transaction in which full payment for goods or
securities sold is made within seven days after delivery of the goods or securities in
currency or in checks or other orders drawn upon banks or bankers and payable upon demand;
and




     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or
obligation which is made, drawn, negotiated or incurred for the purpose of financing the
purchase, processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession of, or a
lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor
relationship arising from the making, drawing, negotiating or incurring of the draft, bill
of exchange, acceptance or obligation.



     Section 7.04. Trustee’s Disclaimer. The Trustee (i) makes no representation as to the
validity or adequacy of this Indenture or the Notes, (ii) is not accountable for the Company’s use
or application of the proceeds from the Notes and (iii) is not responsible for any statement in the
Notes other than its certificate of authentication.



     Section 7.05. Notice of Default. If any Default occurs and is continuing and is known to the
Trustee, the Trustee will send notice of the Default to each Holder within 90 days after it occurs,
unless the Default has been cured; provided that, except in the case of a default in the payment of
the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the
board of directors, the executive committee or a trust committee of directors of the Trustee in
good faith determines that withholding the notice is in the interest of the Holders. Notice to
Holders under this Section will be given in the manner and to the extent provided in Trust
Indenture Act Section 313(c).



     Section 7.06. Reports by Trustee to Holders. Within 60 days after each May 15, beginning
with May 15, 2009, the Trustee will mail to each Holder, as
provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if
required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon
which its Notes are listed and with the SEC as required by Trust Indenture Act Section 313(d).



     Section 7.07. Compensation and Indemnity. (a) The Company will pay the Trustee compensation
as agreed upon in writing for its services. The



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compensation of the Trustee is not limited by any
law on compensation of a Trustee of an express trust. The Company will reimburse the Trustee upon
request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and
counsel.



     (b) The Company will indemnify the Trustee for, and hold it harmless against, any loss or
liability or expense incurred by it without negligence or bad faith on its part arising out of or
in connection with the acceptance or administration of this Indenture and its duties under this
Indenture and the Notes, including the costs and expenses of defending itself against any claim or
liability and of complying with any process served upon it or any of its officers in connection
with the exercise or performance of any of its powers or duties under this Indenture and the Notes.



     (c) To secure the Company’s payment obligations in this Section, the Trustee will have a lien
prior to the Notes on all money or property held or collected by the Trustee, in its capacity as
Trustee, except money or property held in trust to pay principal of, and interest on, particular
Notes.



     Section 7.08. Replacement of Trustee. (a) (1) The Trustee may resign at any time by written
notice to the Company.




     (2) The Holders of a majority in aggregate principal amount of the outstanding Notes
may remove the Trustee by written notice to the Trustee.




     (3) If the Trustee is no longer eligible under Section 7.10 or in the circumstances
described in Trust Indenture Act Section 310(b), any Holder that satisfies the
requirements of Trust Indenture Act Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.




     (4) The Company may remove the Trustee if: (i) the Trustee is no longer eligible
under Section 7.10; (ii) the Trustee is adjudged a bankrupt or an insolvent; (iii) a
receiver or other public officer takes charge of the Trustee or its property; or (iv) the
Trustee becomes incapable of acting.


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.




     (b) If the Trustee has been removed by the Holders, Holders of a majority in aggregate
principal amount of the Notes may appoint a successor Trustee with the consent of the Company.
Otherwise, if the Trustee resigns or is



82









 







removed, or if a vacancy exists in the office of Trustee
for any reason, the Company will promptly appoint a successor Trustee. If the successor Trustee
does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in aggregate principal
amount of the outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.



     (c) Upon delivery by the successor Trustee of a written acceptance of its appointment to the
retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the
resignation or removal of the retiring Trustee will become effective, and (iii) the successor
Trustee will have all the rights, powers and duties of the Trustee under this Indenture. Upon
request of any successor Trustee, the Company will execute any and all instruments for fully and
vesting in and confirming to the successor Trustee all such rights, powers and trusts. The Company
will give notice of any resignation and any removal of the Trustee and each appointment of a
successor Trustee to all Holders, and include in the notice the name of the successor Trustee and
the address of its Corporate Trust Office.



     (d) Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s
obligations under Section 7.07 will continue for the benefit of the retiring Trustee.



     (e) The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust
Indenture Act Section 310(b).



     Section 7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust business to, another
corporation or national banking association, the resulting, surviving or transferee corporation or
national banking association without any further act will be the successor Trustee with the same
effect as if the successor Trustee had been named as the Trustee in this Indenture.



     Section 7.10. Eligibility. This Indenture must always have a Trustee that satisfies the
requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at
least $25,000,000 as set forth in its most recent published annual report of condition.



     Section 7.11. Money Held in Trust. The Trustee will not be liable for interest on any money
received by it except as it may agree with the Company. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law and except for money held
in trust under Article 8.



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ARTICLE 8

Defeasance and Discharge




     Section 8.01. Discharge of Company’s Obligations. (a) Subject to paragraph (b), the
Company’s obligations under the Notes and this Indenture, and each Guarantor’s obligations under
its Note Guarantee, will terminate if:




     (1) all Notes previously authenticated and delivered (other than (i) destroyed, lost
or stolen Notes that have been replaced or (ii) Notes that are paid pursuant to Section
4.01 or (iii) Notes for whose payment money or U.S. Government Obligations have been held
in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to
the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or




     (2) (A) the Notes mature within sixty days, or all of them are to be called
for redemption within sixty days under arrangements satisfactory to the Trustee
for giving the notice of redemption,




          (B) the Company irrevocably deposits in trust with the Trustee, as trust
funds solely for the benefit of the Holders, money or U.S. Government Obligations
or a combination thereof sufficient, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certificate
delivered to the Trustee, without consideration of any reinvestment, to pay
principal of and interest on the Notes to final Stated Maturity or redemption, as
the case may be, and to pay all other sums payable by it hereunder, and




          (C) the Company delivers to the Trustee an Officers’ Certificate and an
Opinion of Counsel, in each case stating that all conditions precedent provided
for herein relating to the satisfaction and discharge of this Indenture have been
complied with.



     (b) After satisfying the conditions in clause (1), only the Company’s obligations under
Section 7.07 will survive. After satisfying the conditions in clause (2), only the Company’s
obligations in Article 2 and Sections 4.02, 7.07, 7.08, 8.05 and 8.06 will survive. In
either case, the Trustee upon request will
acknowledge in writing the discharge of the Company’s obligations under the Notes and this
Indenture other than the surviving obligations.



     Section 8.02. Legal Defeasance. After the 91st day following the deposit referred
to in clause (1) of this Section 8.02, the Company will be deemed to have paid and will be
discharged from its obligations in respect of the Notes and this Indenture, other than its
obligations in Article 2 and Sections 4.02, 7.07, 7.08,



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8.05 and 8.06, and each Guarantor’s
obligations under its Note Guarantee will terminate, provided the following conditions have been
satisfied:




     (1) The Company has irrevocably deposited in trust with the Trustee, as trust funds
solely for the benefit of the Holders, money or U.S. Government Obligations or a
combination thereof sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certificate thereof delivered to the
Trustee, without consideration of any reinvestment, to pay principal of and interest on
the Notes to final Stated Maturity or redemption, as the case may be, provided that any
redemption before maturity has been irrevocably provided for under arrangements
satisfactory to the Trustee.




     (2) No Default has occurred and is continuing on the date of the deposit or occurs at
any time during the 91-day period following the deposit (other than a Default relating to
the borrowing of funds to make such deposit).




     (3) The deposit will not result in a breach or violation of, or constitute a default
under any agreement or instrument (other than this Indenture) to which the Company is a
party or by which it is bound.




     (4) The Company has delivered to the Trustee either (x) a ruling received from the
Internal Revenue Service to the effect that the Holders will not recognize income, gain or
loss for federal income tax purposes as a result of the defeasance and will be subject to
federal income tax on the same amount and in the same manner and at the same times as
would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law
after the date of this Indenture, to the same effect as the ruling described in clause
(x).




     (5) The Company has delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, in each case stating that all conditions precedent provided for herein
relating to the defeasance have been complied with.



     Prior to the end of the 91-day period, none of the Company’s obligations under this Indenture
will be discharged. Thereafter, the Trustee upon request will
acknowledge in writing the discharge of the Company’s obligations under the Notes and this
Indenture except for the surviving obligations specified above.



     Section 8.03. Covenant Defeasance. After the 91st day following the deposit
referred to in clause (1) of this Section 8.03, the Company’s obligations set forth in Sections
4.06 through 4.18 inclusive, clauses (a), (b) and (c) of Section 4.20, and clauses (3) and (5)
of Section 5.01(a), and each Guarantor’s obligations under its Note Guarantee, will terminate, and
clauses (3), (4), (5), (6) and (9) of



85









 







Section 6.01 will no longer constitute Events of Default,
provided the following conditions have been satisfied:




     (1) The Company has complied with clauses (1), (2), (3) and (5) of Section 8.02; and




     (2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that
the Holders will not recognize income, gain or loss for federal income tax purposes as a
result of the defeasance and will be subject to federal income tax on the same amount and
in the same manner and at the same times as would otherwise have been the case.



     Except as specifically stated above, none of the Company’s obligations under this Indenture,
or any Guarantor’s obligations under its Note Guarantee, will be discharged.



     Section 8.04. Application of Trust Money. Subject to Section 8.05, the Trustee will hold in
trust the money or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02
or 8.03, and apply the deposited money and the proceeds from deposited U.S. Government Obligations
to the payment of principal of and interest on the Notes in accordance with the Notes and this
Indenture. Such money and U.S. Government Obligations need not be segregated from other funds
except to the extent required by law.



     Section 8.05. Repayment to Company. Subject to Sections 7.07, 8.01, 8.02 and 8.03, the
Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any
time and thereupon be relieved from all liability with respect to such money. The Trustee will pay
to the Company upon request any money held for payment with respect to the Notes that remains
unclaimed for two years, provided that, if any Certificated Note is then outstanding, before making
such payment the Trustee may at the expense of the Company publish once in a newspaper of general
circulation in New York City, or send to each Holder entitled to such money, notice that the money
remains unclaimed and that after a date specified in the notice (at least 30 days after the date of
the publication or notice) any remaining unclaimed balance of money will be repaid to the Company.
After payment to the Company, Holders entitled to such money must look solely to the Company for
payment, unless applicable law
designates another Person, and all liability of the Trustee with respect to such money will
cease.



     Section 8.06. Reinstatement. If and for so long as the Trustee is unable to apply any money
or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 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 obligations under
this Indenture and the Notes will be reinstated as though no such deposit in trust had



86









 







been made.
If the Company makes any payment of principal of or interest on any Notes because of the
reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes
to receive such payment from the money or U.S. Government Obligations held in trust.



ARTICLE 9

Amendments, Supplements and Waivers




     Section 9.01. Amendments Without Consent of Holders. The Company, the Guarantors and the
Trustee may amend, modify or supplement this Indenture or the Notes without notice to or the
consent of any Noteholder




     (1) to cure any ambiguity, defect or inconsistency in this Indenture or the Notes;




     (2) to comply with Article 5;




     (3) to comply with any requirements of the SEC in connection with the qualification
of this Indenture under the Trust Indenture Act;




     (4) to evidence and provide for the acceptance of an appointment hereunder by a
successor Trustee;




     (5) to provide for uncertificated Notes in addition to or in place of certificated
Notes, provided that the uncertificated Notes are issued in registered form for purposes
of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are
described in Section 163(f)(2)(B) of the Code;




     (6) to provide for any Guarantee of the Notes, to secure the Notes or to confirm and
evidence the release, termination or discharge of any Guarantee of or Lien securing the
Notes when such release, termination or discharge is permitted by this Indenture;




     (7) to provide for or confirm the issuance of Additional Notes;




     (8) to conform the text of this Indenture or the Notes to any provision of the
“Description of the Notes” section of the Offering Memorandum to the extent that such
provision in such “Description of the Notes” section was intended to be a verbatim
recitation of a provision of this Indenture or the Notes; or




     (9) to make any other change that does not materially and adversely affect the rights
of any Holder.



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     Section 9.02. Amendments With Consent of Holders. (a) Except as otherwise provided in
Sections 6.02, 6.04 and 6.07 or paragraph (b), the Company, the Guarantors and the Trustee may
amend, modify or supplement this Indenture and the Notes with the consent of the Holders of a
majority in aggregate principal amount of the outstanding Notes, and the Holders of a majority in
aggregate principal amount of the outstanding Notes by written notice to the Trustee may waive
future compliance by the Company with any provision of this Indenture or the Notes.



     (b) Notwithstanding the provisions of paragraph (a), without the consent of each Holder
affected, an amendment, modification, supplement or waiver may not




     (1) reduce the principal amount of or change the Stated Maturity of any installment
of principal of any Note,




     (2) reduce the rate of or change the Stated Maturity of any interest payment on any
Note,




     (3) reduce the amount payable upon the optional redemption of any Note or change the
times at which any Note may be redeemed or, once notice of redemption has been given, the
time at which it must thereupon be redeemed,




     (4) after the time an Offer to Purchase is required to have been made, reduce the
purchase amount or purchase price, or extend the latest expiration date or purchase date
thereunder,




     (5) make any Note payable in money other than that stated in the Note,




     (6) impair the right of any Holder of Notes to receive any principal payment or
interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to
institute suit for the enforcement of any such payment,




     (7) make any change in the percentage of the principal amount of the Notes required
for amendments or waivers,




     (8) modify or change any provision of this Indenture affecting the ranking of the
Notes or any Note Guarantee in a manner adverse to the Holders of the Notes or




     (9) make any change in any Note Guarantee that would adversely affect the
Noteholders.



88









 





     (c) It is not necessary for Noteholders to approve the particular form of any proposed
amendment, modification, supplement or waiver, but is sufficient if their consent approves the
substance thereof.



     (d) An amendment, modification, supplement or waiver under this Section will become effective
on receipt by the Trustee of consents from the Holders of the requisite percentage in principal
amount of the outstanding Notes. After an amendment, modification, supplement or waiver under this
Section becomes effective, the Company will send to the Holders affected thereby a notice briefly
describing the amendment, modification, supplement or waiver. The Company will send copies of any
documents pursuant to which any such amendment, modification, supplement or waiver has been
effected to Holders upon request. Any failure of the Company to send such notice or copies, or any
defect therein, will not, however, in any way impair or affect the validity of any such amendment,
modification, supplement or waiver.



     Section 9.03. Effect of Consent. (a) After an amendment, supplement or waiver becomes
effective, it will bind every Holder unless it is of the type requiring the consent of each Holder
affected. If the amendment, supplement or waiver is of the type requiring the consent of each
Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it
and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting
Holder.



     (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require
the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of
the changed terms on the Note and return it to the Holder, or exchange it for a new Note that
reflects the changed terms. The Trustee may also place an appropriate notation on any Note
thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not
affected by any failure to annotate or exchange Notes in this fashion.



     Section 9.04. Trustee’s Rights and Obligations. The Trustee is entitled to receive, and will
be fully protected in relying upon, an Opinion of Counsel stating that the execution of any
amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by
this Indenture. If the Trustee has received such an Opinion of Counsel, it shall sign the
amendment, supplement or waiver so long as the same does not adversely affect the rights of the
Trustee. The Trustee may, but is not obligated to, execute any amendment, supplement or
waiver that affects the Trustee’s own rights, duties or immunities under this Indenture.



     Section 9.05. Conformity With Trust Indenture Act. Every supplement to this Indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.



89









 





     Section 9.06. Payments for Consents. Neither the Company nor any of its Restricted
Subsidiaries may, directly or indirectly, pay or cause to be paid any consideration, whether by way
of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver,
amendment or modification of any of the terms or provisions of this Indenture or the Notes unless
such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that
consent, waive or agree to amend or modify such term or provision within the time period set forth
in the solicitation documents relating to the consent, waiver, amendment or modification.



ARTICLE 10

Reserved




ARTICLE 11

Guarantees




     Section 11.01. The Guarantees. Subject to the provisions of this Article, each Guarantor
hereby fully and unconditionally Guarantees, jointly and severally, on an unsecured basis, the full
and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to
Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and
all other amounts payable under, each Note, and the full and punctual payment of all other amounts
payable by the Company under this Indenture. Upon failure by the Company to pay punctually any
such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and
in the manner specified in this Indenture.



     Section 11.02. Guarantee Unconditional. The obligations of each Guarantor hereunder are
unconditional and absolute and, without limiting the generality of the foregoing, will not be
released, discharged or otherwise affected by




     (1) any extension, renewal, settlement, compromise, waiver or release in respect of
any obligation of the Company under this Indenture or any Note, by operation of law or
otherwise;




     (2) any modification or amendment of or supplement to this Indenture or any Note;




     (3) any change in the corporate existence, structure or ownership of the Company, or
any insolvency, bankruptcy, reorganization or other similar proceeding affecting the
Company or its assets or any resulting release or discharge of any obligation of the
Company contained in this Indenture or any Note;



90









 






     (4) the existence of any claim, set-off or other rights which the Guarantor may have
at any time against the Company, the Trustee or any other Person, whether in connection
with this Indenture or any unrelated transactions, provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;




     (5) any invalidity or unenforceability relating to or against the Company for any
reason of this Indenture or any Note, or any provision of applicable law or regulation
purporting to prohibit the payment by the Company of the principal of or interest on any
Note or any other amount payable by the Company under this Indenture; or




     (6) any other act or omission to act or delay of any kind by the Company, the Trustee
or any other Person or any other circumstance whatsoever which might, but for the
provisions of this paragraph, constitute a legal or equitable discharge of or defense to
such Guarantor’s obligations hereunder, other than payment in full of the principal of,
premium, if any, and interest on the Notes and all other amounts payable by the Company
under this Indenture.



     Section 11.03. Discharge; Reinstatement. Subject to Section 11.09, each Guarantor’s
obligations hereunder will remain in full force and effect until the principal of, premium, if any,
and interest on the Notes and all other amounts payable by the Company under this Indenture have
been paid in full. If at any time any payment of the principal of, premium, if any, or interest on
any Note or any other amount payable by the Company under this Indenture is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated
as though such payment had been due but not made at such time.



     Section 11.04. Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any Person against the Company or any other
Person.



     Section 11.05. Subrogation and Contribution. Upon making any payment with respect to any
obligation of the Company under this Article, the Guarantor making such payment will be subrogated
to the rights of the payee against the Company with respect to such obligation, provided that the
Guarantor may not enforce either any right of subrogation, or any right to receive payment in the
nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so
long as any amount payable by the Company hereunder or under the Notes remains unpaid.



91









 





     Section 11.06. Stay of Acceleration. If acceleration of the time for payment of any amount
payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy
or reorganization of the Company, all such amounts otherwise subject to acceleration under the
terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by
the Trustee or the Holders.



     Section 11.07. Limitation on Amount of Guarantee. Notwithstanding anything to the contrary
in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that
it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a
fraudulent conveyance under applicable fraudulent conveyance provisions of the United States
Bankruptcy Code or any comparable provision of state law. To effectuate that intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each
Guarantor under its Note Guarantee are limited to the maximum amount that would not render the
Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of
the United States Bankruptcy Code or any comparable provision of state law.



     Section 11.08. Execution and Delivery of Guarantee. The execution by each Guarantor of this
Indenture (or a Supplemental Indenture) evidences the Note Guarantee of such Guarantor, whether or
not the person signing as an officer of the Guarantor still holds that office at the time of
authentication of any Note. The delivery of any Note by the Trustee after authentication
constitutes due delivery of the Note Guarantee set forth in this Indenture on behalf of each
Guarantor.



     Section 11.09. Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate
upon




     (1) a sale or other disposition of all or substantially all of the assets of that
Guarantor (including by way of consolidation or merger) to a Person that is not (either
before or after giving effect to such transaction) the Company or a Restricted Subsidiary,
if the sale or other disposition is permitted by this Indenture,




     (2) a sale or other disposition of all or substantially all of the Capital Stock of
that Guarantor to a Person that is not (either before or after giving effect to such
transaction) the Company or a Restricted Subsidiary, if the sale or other disposition is
permitted by this Indenture,




     (3) if the Note Guarantee was required pursuant to the terms of this Indenture, the
cessation of the circumstances requiring the Note Guarantee,



92









 






     (4) the designation in accordance with this Indenture of the Guarantor as an
Unrestricted Subsidiary, or




     (5) defeasance or discharge of the Notes, as provided in Article 8.



     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of
Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in
order to evidence the release of the Guarantor from its obligations under its Note Guarantee.



ARTICLE 12

Miscellaneous




     Section 12.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be governed
by the provisions of the Trust Indenture Act that are required to be part of and to govern
indentures qualified under the Trust Indenture Act.



     Section 12.02. Noteholder Communications; Noteholder Actions. (a) The rights of Holders to
communicate with other Holders with respect to this Indenture or the Notes are as provided by the
Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust
Indenture Act Sections 312(a) and 312(b). Neither the Company nor the Trustee will be held
accountable by reason of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.




     (b) (1) Any request, demand, authorization, direction, notice, consent to amendment,
supplement or waiver or other action provided by this Indenture to be given or taken by a
Holder (an “act”) may be evidenced by an instrument signed by the Holder delivered to the
Trustee. The fact and date of the execution of the instrument, or the authority of the
person executing it, may be proved in any manner that the Trustee deems sufficient.




     (2) The Trustee may make reasonable rules for action by or at a meeting of Holders,
which will be binding on all the Holders.



     (c) Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note
that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears
on the Note. Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the
Trustee receives the notice of revocation before the date the amendment or waiver or other
consequence of the act becomes effective.



93









 





     (d) The Company may, but is not obligated to, fix a record date (which need not be within the
time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of
determining the Holders entitled to act with respect to any amendment or waiver or in any other
regard, except that during the continuance of an Event of Default, only the Trustee may set a
record date as to notices of default, any declaration or acceleration or any other remedies or
other consequences of the Event of Default. If a record date is fixed, those Persons that were
Holders at such record date and only those Persons will be entitled to act, or to revoke any
previous act, whether or not those Persons continue to be Holders after the record date. No act
will be valid or effective for more than 90 days after the record date.



     Section 12.03. Notices. (a) Any notice or communication to the Company will be deemed given
if in writing in the English language (i) when delivered in person or (ii) five days after mailing
when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission
confirmed. Notices or communications to a Guarantor will be deemed given if given to the Company.
Any notice to the Trustee will be effective only upon receipt. In each case the notice or
communication should be addressed as follows:



     if to the Company:


SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma

Attention: General Counsel

Facsimile: (405) 429-5983




     if to the Trustee:


Wells Fargo Bank, National Association

201 Main Street, 3rd Floor

Fort Worth, Texas 76102-5489

Attention: Corporate Trust Services

Facsimile: (817) 885-8650



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




     (b) Except as otherwise expressly provided with respect to published notices, any notice or
communication to a Holder will be deemed given when mailed to the Holder at its address as it
appears on the Register by first class mail or, as to any Global Note registered in the name of DTC
or its nominee, as agreed by the Company, the Trustee and DTC. Copies of any notice or
communication to a Holder, if given by the Company, will be mailed to the Trustee at the same



94









 







time.
Defect in mailing a notice or communication to any particular Holder will not affect its
sufficiency with respect to other Holders.



     (c) Where this Indenture provides for notice, the notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and the waiver will be
the equivalent of the notice. Waivers of notice by Holders must be filed with the Trustee, but
such filing is not a condition precedent to the validity of any action taken in reliance upon such
waivers.



     Section 12.04. 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, the Company will
furnish to the Trustee:




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




     (2) an Opinion of Counsel stating that all such conditions precedent have been
complied with.



     Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture must
include:




     (1) a statement that each person signing the certificate or opinion has read the
covenant or condition and the related definitions;




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




     (3) a statement that, in the opinion of each such person, that person has made such
examination or investigation as is necessary to enable the person to express an informed
opinion as to whether or not such covenant or condition has been complied with; and




     (4) a statement as to whether or not, in the opinion of each such person, such
condition or covenant has been complied with, provided that
an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public
officials with respect to matters of fact.



     Section 12.06. Payment Date Other Than a Business Day. If any payment with respect to a
payment of any principal of, premium, if any, or interest on any Note (including any payment to be
made on any date fixed for redemption or purchase of any Note) is due on a day which is not a
Business Day, then the payment need not be made on such date, but may be made on the next



95









 







Business
Day with the same force and effect as if made on such date, and no interest will accrue for the
intervening period.



     Section 12.07. Governing Law. This Indenture, including any Note Guarantees, and the Notes
shall be governed by, and construed in accordance with, the laws of the State of New York.



     Section 12.08. No Adverse Interpretation of Other Agreements. This Indenture may not be used
to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the
Company, and no such indenture or loan or debt agreement may be used to interpret this Indenture.



     Section 12.09. Successors. All agreements of the Company or any Guarantor in this Indenture
and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind
its successor.



     Section 12.10. Duplicate Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



     Section 12.11. Separability. 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 12.12. Table of Contents and Headings. 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 in no way modify or restrict
any of the terms and provisions of this Indenture.



     Section 12.13. No Liability of Directors, Officers, Employees, Incorporators, Members and
Stockholders. No director, officer, employee, incorporator, member, partner or stockholder of the
Company or any Guarantor, as such, will have any liability for any obligations of the Company or
such Guarantor under the Notes, any Note Guarantee or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations. 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.



96









 





SIGNATURES




     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	SANDRIDGE ENERGY, INC.

as Issuer

 	 
	 	By:  	/s/ Dirk M. Van Doren
 	 
	 	 	Name:  	Dirk M. Van Doren 	 
	 	 	Title:  	Executive Vice President 

and Chief Financial Officer 	 
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	/s/ Patrick T. Giordano
 	 
	 	 	Name:  	Patrick T. Giordano 	 
	 	 	Title:  	Vice President 	 



 








 




	 	 	 	 	 



Guarantors




SANDRIDGE ONSHORE, LLC

LARIAT SERVICES, INC.

SANDRIDGE OPERATING COMPANY

INTEGRA ENERGY, L.L.C.

SANDRIDGE EXPLORATION AND PRODUCTION, LLC,

SANDRIDGE TERTIARY, LLC,

SANDRIDGE MIDSTREAM, INC,

SANDRIDGE OFFSHORE, LLC,

and

SANDRIDGE HOLDINGS, INC.,

as Guarantors




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Dirk M. Van Doren
 	 
	 	 	Name:  	Dirk M. Van Doren 	 
	 	 	Title:  	Executive Vice President 

and Chief Financial Officer 	 



 








 






	 	 	 	 	 



EXHIBIT A




[FACE OF NOTE] 




SANDRIDGE ENERGY, INC.




9.875% Senior Note Due 2016




[CUSIP] [CINS] _______________




			
	 	 	 
	No.
	 	$                                






     SANDRIDGE ENERGY, INC., a Delaware corporation (the “Company”, which term includes any
successor under the Indenture hereinafter referred to), for value received, promises to pay to
                    , or its registered assigns, the principal sum of                      DOLLARS
($___) or such other amount as indicated on the Schedule of Exchange of Notes attached hereto on
May 15, 2016.



     Interest Payment Dates: May 15 and November 15, commencing November 15, 2009.



     Regular Record Dates: May 1 and November 1.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at this place.



A-1









 





     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized officers.



	 	 	 	 	 
	Date: 	SANDRIDGE ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-2











 





(Form of Trustee’s Certificate of Authentication)




     This is one of the 9.875% Senior Notes Due 2016 described in the Indenture referred to in this
Note.



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL

     ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-3









 






	 	 	 	 	 



[REVERSE SIDE OF NOTE]




SANDRIDGE ENERGY, INC.




9.875% Senior Note Due 2016




1. Principal.





     The Company promises to pay the principal of this Note on May 15, 2016.



2. Interest.




     Interest on this Note will be payable, at the rate of 9.875% per annum, semiannually to the
holders of record of the Notes at the close of business on the Regular Record Date immediately
preceding each Interest Payment Date (whether or not a Business Day) on each Interest Payment Date,
commencing November 15, 2009, even if such Note is canceled after such Regular Record Date and on
or before such Interest Payment Date.



     Interest on this Note will accrue from the most recent date to which interest has been paid on
this Note or, if this is an Exchange Note, the Note surrendered in exchange for this Note (or, if
there is no existing default in the payment of interest and if this Note is authenticated between a
Regular Record Date and the next Interest Payment Date, from such Interest Payment Date) or, if no
interest has been paid, from (x) the date this Note was issued or (y) if this Note is an Initial
Note (or an Exchange Note issued in exchange therefor), from May 14, 2009. Interest will be
computed on the basis of a 360-day year consisting of twelve 30-day months.



     The Company will, to the extent lawful, pay interest on overdue principal (without regard to
any applicable grace periods) at a rate per annum of 9.875%. Interest not paid when due and any
interest on principal, premium or interest not paid when due will be paid to the Persons that are
Holders on a special record date, which will be the 15th day preceding the date fixed by the
Company for the payment of such interest, whether or not such day is a Business Day. At least 15
days before a special record date, the Company will send to each Holder and to the Trustee a notice
that sets forth the special record date, the payment date and the amount of interest to be paid.



3. Registration Rights Agreement.1




     The Holder of this Note is entitled to the benefits of the Registration Rights Agreement,
dated May 14, 2009, by and among the Company, the





 




			
	1	 	Include only for Initial Notes.




A-4









 









Guarantors and the Initial Purchasers (the “Registration Rights Agreement”). In certain
circumstances specified in the Registration Rights Agreement, the Company shall pay liquidated
damages in the form of Additional Interest.




4. Indentures; Note Guarantee.




     This is one of the Notes issued under an Indenture dated as of May 14, 2009 (as amended from
time to time, the “Indenture”), among the Company, the Guarantors party thereto and Wells Fargo
Bank, National Association, as Trustee. Capitalized terms used herein are used as defined in the
Indenture unless otherwise indicated. 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. The Notes are
subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act
for a statement of all such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture, the terms of the
Indenture will control.



     The Notes are general unsecured obligations of the Company. The Indenture limits the initial
aggregate principal amount of the Notes to $365,500,000, but Additional Notes may be issued
pursuant to the Indenture, and the originally issued Notes and all such Additional Notes will vote
together for all purposes as a single class. This Note is guarantied as set forth in the
Indenture.


5. Optional Redemption; Redemption with Proceeds of Equity Offering.


     (a) At any time and from time to time on or after May 15, 2013, the Company may redeem all or
a portion of the Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of
$1,000 or whole multiples of $1,000 in excess thereof at the following redemption prices (expressed
as percentages of the principal amount), set forth below plus accrued and unpaid interest, if any,
thereon, to the applicable redemption date (subject to the rights of Holders on relevant record
dates to receive interest due on an Interest Payment Date), if redeemed during the twelve-month
period beginning on May 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Redemption Price
	2013
	 	 	104.938	%
	2014
	 	 	102.469	%
	2015
	 	 	100.000	%






     (b) In addition, at any time and from time to time prior to May 15, 2012, the Company may use
the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the
aggregate principal amount of Notes issued under the Indenture (including the principal amount of
any Additional Notes issued under the Indenture) at a redemption price equal to 109.875% of the



A-5








 




aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to
the redemption date (subject to the rights of Holders on relevant record dates to receive interest
due on an Interest Payment Date); provided that this redemption provision shall not be applicable
with respect to any transaction that results in a Change of Control. At least 65% of the aggregate
principal amount of Notes (including the principal amount of any Additional Notes issued under the
Indenture) must remain outstanding immediately after the occurrence of such redemption. In order to
effect this redemption, the Company must mail a notice of redemption no later than 60 days after
the closing of the related Equity Offering and must complete such redemption within 90 days of the
closing of the Equity Offering.




     (c) Prior to May 15, 2013, the Company will be entitled at its option to redeem the Notes, in
whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus the Applicable Premium as of, and accrued and unpaid interest if any, to, the
redemption date (subject to the right of Holders on the relevant record date to receive interest
due on the relevant Interest Payment Date). Notice of such redemption must be mailed by
first-class mail to the registered address of each Holder, not less than 30 nor more than 60 days
prior to the redemption date.



6. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.




     This Note is subject to optional redemption, and may be the subject of an Offer to Purchase,
as further described in the Indenture. There is no sinking fund or mandatory redemption applicable
to this Note.



     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to
pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to final
Stated Maturity or redemption, the Company may in certain circumstances be discharged from the
Indenture and the Notes or may be discharged from certain of its obligations under certain
provisions of the Indenture.



7. Registered Form; Denominations; Transfer; Exchange.




     The Notes are in registered form without coupons in denominations of $1,000 principal amount
and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of
Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will
not be required to issue, register the transfer of or exchange any Note or certain portions of a
Note.



8. Defaults and Remedies.




A-6









 








     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes may declare all the Notes to
be due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and
is continuing, the Notes automatically become due and payable. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Notes then outstanding may direct the
Trustee in its exercise of remedies.



9. Amendment and Waiver.




     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be
waived, with the consent of the Holders of a majority in aggregate principal amount of the
outstanding Notes. Without notice to or the consent of any Holder, the Company, the Guarantors and
the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, defect or inconsistency.



10. Authentication.




     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of
authentication on the other side of this Note.



11. Governing Law.




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



12. 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).



     The Company will furnish a copy of the Indenture to any Holder upon written request and
without charge.



A-7









 





[FORM OF TRANSFER NOTICE]




     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s)
unto



Insert Taxpayer Identification No.




	 
	 


	 






 




Please print or typewrite name and address including zip code of assignee




 




the within Note and all rights thereunder, hereby irrevocably constituting and appointing




      



attorney to transfer said Note on the books of the Company with full power of substitution in the
premises.




A-8









 








THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND




     In connection with any transfer of this Note occurring prior to                                         , the
undersigned confirms that such transfer is made without utilizing any general solicitation or
general advertising and further as follows:



Check One



o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with
Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit G
to the Indenture is being furnished herewith.




or



o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from
registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and
certification in the form of Exhibit F to the Indenture is being furnished herewith.




or



o (3) This Note is being transferred other than in accordance with (1) or (2) above and
documents are being furnished which comply with the conditions of transfer set forth in this Note
and the Indenture.




     If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note
in the name of any Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in the Indenture have been satisfied.



Date:                                        




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Seller	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within-mentioned instrument in every particular, without
alteration or any change whatsoever.	 	 






A-9









 






Signature Guarantee:5                                                           
 




	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 
	 	 	 	 

	 	 
	 	 	To be executed by an executive officer	 	 






 



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



A-10








 




OPTION OF HOLDER TO ELECT PURCHASE


     If you wish to have all of this Note purchased by the Company pursuant to Section 4.13 or
Section 4.14 of the Indenture, check here: ___


     If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.13
or Section 4.14 of the Indenture, state the amount (in original principal amount) below:


          $                                                            .


Date:                                                            


Your Signature:                                                            


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


Signature Guarantee:1                                                            



 



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



A-11








 




SCHEDULE OF EXCHANGES OF NOTES1


     The following exchanges of a part of this Global Note for Certificated Notes or a part of another
Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of	 
	 	 	in principal amount	 	 	in principal amount	 	 	decrease (or	 	 	authorized officer of	 
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	Trustee	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 



			
	1	 	For Global Notes



A-12








 










EXHIBIT B




SUPPLEMENTAL INDENTURE




dated as of                     ,               




among




SANDRIDGE ENERGY, INC.,




The Guarantor(s) Party Hereto




and




WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee




9.875% SENIOR NOTES DUE 2016




 









 






     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of _______________,
___, among SANDRIDGE ENERGY, INC., a Delaware corporation (the “Company”), [insert each Guarantor
executing this Supplemental Indenture and its jurisdiction of organization] (each an “Undersigned”)
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).



RECITALS




     WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture,
dated as of May 14, 2009 (the “Indenture”), relating to the Company’s Senior Notes Due 2016 (the
“Notes”);


     WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the
Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or
created Restricted Subsidiaries (other than Foreign Subsidiaries and Immaterial Subsidiaries) to
provide Guarantees.



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and
intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:



     Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined
in the Indenture.



     Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a
Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to
Guarantors, including, but not limited to, Article 11 thereof, subject to any limitations therein.


     Section 3. This Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.



     Section 4. This Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.



     Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together.



B-1








 





     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.



	 	 	 	 	 
	 	SANDRIDGE ENERGY, INC., as Issuer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL
     ASSOCIATION, as Trustee
 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



B-2








 








EXHIBIT C




RESTRICTED LEGEND





     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER



     (1) REPRESENTS THAT




     (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE
INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT,




     (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a)
(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR




     (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT) AND



     (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT
AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY




     (A) TO THE COMPANY,




     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE
SECURITIES ACT,




     (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT,




     (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT,



C-1









 






     (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000, TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED
CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE
RESTRICTIONS ON TRANSFER OF THIS NOTE, OR




     (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT.


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY
COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE
DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR
(F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.





C-2









 








EXHIBIT D




DTC LEGEND




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



     TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE
INDENTURE.




D-1









 








EXHIBIT E




ORIGINAL ISSUE DISCOUNT LEGEND



THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT,
THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS SECURITY, PLEASE CONTACT THE CHIEF FINANCIAL
OFFICER OF SANDRIDGE ENERGY, INC. AT 123 ROBERT S. KERR AVENUE, OKLAHOMA CITY, OKLAHOMA 73102 (OR
TELEPHONE HIM AT (405) 429-5500).





E-1









 




EXHIBIT F


Regulation S Certificate


                                        ,             


Wells Fargo Bank, National Association

201 Main Street, 3rd Floor

Fort Worth, Texas 76102-5489

Attention: Corporate Trust Services

Facsimile: (817) 885-8650



	 	 	 	 	 
	Re:

	 	SANDRIDGE ENERGY, INC.

Senior Notes Due 2016

(the “Notes”)

Issued under the Indenture (the “Indenture”) dated as

as of May 14, 2009 relating to the Notes
 

	 	 





Ladies and Gentlemen:


     Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the
Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.


     [CHECK A OR B AS APPLICABLE.]



	 	o A.	 	This Certificate relates to our proposed transfer of $
___ principal amount of
Notes issued under the Indenture. We hereby certify as follows:






	 	1.	 	The offer and sale of the Notes was not and will not
be made to a person in the United States (unless such person is excluded
from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the
account held by it for which it is acting is excluded from the definition
of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances
described in Rule 902(h)(3)) and such offer and sale was not and will not
be specifically targeted at an identifiable group of U.S. citizens abroad.
	 
	 	2.	 	Unless the circumstances described in the
parenthetical in paragraph 1 above are applicable, either (a) at the time
the buy order was originated, the buyer was outside the United





F-1








 






	 	 	 	States or we and any person acting on our behalf reasonably believed that
the buyer was outside the United States or (b) the transaction was
executed in, on or through the facilities of a designated offshore
securities market, and neither we nor any person acting on our behalf
knows that the transaction was pre-arranged with a buyer in the United
States.






	 	3.	 	Neither we, any of our affiliates, nor any person
acting on our or their behalf has made any directed selling efforts in the
United States with respect to the Notes.
	 
	 	4.	 	The proposed transfer of Notes is not part of a plan
or scheme to evade the registration requirements of the Securities Act.
	 
	 	5.	 	If we are a dealer or a person receiving a selling
concession, fee or other remuneration in respect of the Notes, and the
proposed transfer takes place during the Restricted Period (as defined in
the Indenture), or we are an officer or director of the Company (as
defined in the Indenture), we certify that the proposed transfer is being
made in accordance with the provisions of Rule 904(b) of Regulation S.






	 	o B.	 	This Certificate relates to our proposed exchange of $ ___ principal amount of
Notes issued under the Indenture for an equal principal amount of Notes to be held by
us. We hereby certify as follows:






	 	1.	 	At the time the offer and sale of the Notes was made
to us, either (i) we were not in the United States or (ii) we were
excluded from the definition of “U.S. person” pursuant to Rule
902(k)(2)(vi) or the account held by us for which we were acting was
excluded from the definition of “U.S. person” pursuant to Rule
902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we
were not a member of an identifiable group of U.S. citizens abroad.
	 
	 	2.	 	Unless the circumstances described in paragraph 1(ii)
above are applicable, either (a) at the time our buy order was originated,
we were outside the United States or (b) the transaction was executed in,
on or through the facilities of a designated offshore securities market
and we did not pre-arrange the transaction in the United States.





F-2








 












	 	3.	 	The proposed exchange of Notes is not part of a plan
or scheme to evade the registration requirements of the Securities Act.




F-3









 











     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized
to produce this Certificate or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	 	Very truly yours,



[NAME OF SELLER (FOR TRANSFERS)

      OR OWNER (FOR EXCHANGES)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 



Date:                                                             





F-4









 




EXHIBIT G


Rule 144A Certificate


                                        ,
           


Wells Fargo Bank, National Association

201 Main Street, 3rd Floor

Fort Worth, Texas 76102-5489

Attention: Corporate Trust Services

Facsimile: (817) 885-8650




	 	 	 	 	 
	Re:

	 	SANDRIDGE ENERGY, INC.

Senior Notes Due 2016

(the “Notes”)

Issued under the Indenture (the “Indenture”) dated as

as of May 14, 2009 relating to the Notes
 

	 	 





Ladies and Gentlemen:


     This Certificate relates to:


     [CHECK A OR B AS APPLICABLE.]



	 	o A.	 	Our proposed purchase of $ ___ principal amount of Notes issued under the
Indenture.
	 
	 	o B.	 	Our proposed exchange of $ ___ principal amount of Notes issued under the
Indenture for an equal principal amount of Notes to be held by us.





     We and, if applicable, each account for which we are acting in the aggregate owned and
invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such
accounts, if applicable), as of                            , 200__, which is a date on or since close of our most
recent fiscal year. We and, if applicable, each account for which we are acting, are a qualified
institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”). If we are acting on behalf of an account, we exercise sole
investment discretion with respect to such account. We are aware that the transfer of Notes to us,
or such exchange, as applicable, is being made in reliance upon the exemption from the provisions
of Section 5 of the Securities Act provided by Rule 144A. Prior to the date of this Certificate we


G-1








 




have received such information regarding the Company as we have requested pursuant to Rule
144A(d)(4) or have determined not to request such information.


     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized
to produce this Certificate or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.


Very truly yours,


	 	 	 	 	 
	 	[NAME OF PURCHASER (FOR TRANSFERS)

      OR OWNER (FOR EXCHANGES)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 



Date:                                         


G-2








 




EXHIBIT H


Institutional Accredited Investor Certificate


Wells Fargo Bank, National Association

201 Main Street, 3rd Floor

Fort Worth, Texas 76102-5489

Attention: Corporate Trust Services

Facsimile: (817) 885-8650



	 	 	 	 	 
	Re:

	 	SANDRIDGE ENERGY, INC.

Senior Notes Due 2016

(the “Notes”)

Issued under the Indenture (the “Indenture”) dated as

as of May 14, 2009 relating to the Notes
 

	 	 





Ladies and Gentlemen:


     This Certificate relates to:


     [CHECK A OR B AS APPLICABLE.]



	 	o A.	 	Our proposed purchase of $ ___ principal amount of Notes issued under the
Indenture.
	 
	 	o B.	 	Our proposed exchange of $ ___ principal amount of Notes issued under the Indenture
for an equal principal amount of Notes to be held by us.





     We hereby confirm that:




	 	1.	 	We are an institutional “accredited investor” within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
“Securities Act”) (an “Institutional Accredited Investor”).
	 
	 	2.	 	Any acquisition of Notes by us will be for our own account or for the
account of one or more other Institutional Accredited Investors as to which we
exercise sole investment discretion.
	 
	 	3.	 	We have such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of an 





H-1








 






	 	 	 	investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks
of and an entire loss of our or their investment in the Notes.






	 	4.	 	We are not acquiring the Notes with a view to any distribution thereof in
a transaction that would violate the Securities Act or the securities laws of any
State of the United States or any other applicable jurisdiction; provided that the
disposition of our property and the property of any accounts for which we are acting
as fiduciary will remain at all times within our and their control.
	 
	 	5.	 	We acknowledge that the Notes have not been registered under the
Securities Act and that the Notes may not be offered or sold within the United
States or to or for the benefit of U.S. persons except as set forth below.
	 
	 	6.	 	The principal amount of Notes to which this Certificate relates is at
least equal to $100,000.





     We agree for the benefit of the Company, on our own behalf and on behalf of each account for
which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in
accordance with the Securities Act and any applicable securities laws of any State of the United
States and only (a) to the Company, (b) pursuant to a registration statement which has become
effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule
144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of
Regulation S under the Securities Act, (e) in a principal amount of not less than $100,000, to an
Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly
completed and signed certificate (in the same form as this certificate) relating to the
restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by
Rule 144 under the Securities Act or any other available exemption from the registration
requirements of the Securities Act.



     Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge
that a duly completed and signed certificate (the form of which may be obtained from the Trustee)
must be delivered to the Trustee. Prior to the registration of any transfer in accordance with (e)
or (f) above, we acknowledge that the Company reserves the right to require the delivery of such
legal opinions, certifications or other evidence as may reasonably be required in order to
determine that the proposed transfer is being made in compliance with the Securities Act and
applicable state securities laws. We acknowledge that no representation is made as to the
availability of any Rule 144 exemption from the registration requirements of the Securities Act.



H-2









 





     We understand that the Trustee will not be required to accept for registration of transfer any
Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the
Trustee that the foregoing restrictions on transfer have been complied with. We further understand
that the Notes acquired by us will be in the form of definitive physical certificates and that such
certificates will bear a legend reflecting the substance of the preceding paragraph. We further
agree to provide to any person acquiring any of the Notes from us a notice advising such person
that resales of the Notes are restricted as stated herein and that certificates representing the
Notes will bear a legend to that effect.



     We agree to notify you promptly in writing if any of our acknowledgments, representations or
agreements herein ceases to be accurate and complete.



     We represent to you that we have full power to make the foregoing acknowledgments,
representations and agreements on our own behalf and on behalf of any account for which we are
acting.



     You and the Company are entitled to rely upon this Certificate and are irrevocably authorized
to produce this Certificate or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.



	 	 	 	 	 
	 	Very truly yours,


[NAME OF PURCHASER (FOR TRANSFERS) 

     OR OWNER (FOR EXCHANGES)]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address:  	 	 
	 



Date:                                         


H-3








 




     Upon transfer, the Notes would be registered in the name of the new beneficial owner as
follows:


By:
                                                                                


Date:
                                                                             


Taxpayer ID number:
                                                   


H-4