exv4w3






Exhibit 4.3




$400,000,000




OASIS PETROLEUM INC.




7.25% Senior Notes due 2019




Registration Rights Agreement




     This REGISTRATION RIGHTS AGREEMENT dated February 2, 2011 (the “Agreement”) is entered
into by and among Oasis Petroleum Inc., a Delaware corporation (the “Company”), Oasis
Petroleum LLC, a Delaware limited liability company, and Oasis Petroleum North America, LLC, a
Delaware limited liability company (the “Guarantors”), and J.P. Morgan Securities LLC
(“J.P. Morgan”), Wells Fargo Securities, LLC, BNP Paribas Securities Corp., UBS Securities
LLC, Johnson Rice & Company L.L.C., Morgan Keegan & Company, Inc., RBS Securities Inc., and
Tudor, Pickering, Holt & Co. Securities, Inc. (collectively, the “Initial Purchasers”).



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated January 28, 2011 (the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of $400,000,000 aggregate principal amount of the Company’s 7.25%
Senior Notes due 2019 (the “Securities”) which will be guaranteed on an unsecured senior
basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers
and their direct and indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Guarantor” shall mean any subsidiary of the Company that executes a
Subsidiary Guarantee under the Indenture after the date of this Agreement.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



 









 





     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act
effected pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and
supplements to such registration statement, in each case including the Prospectus contained therein
or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by
the Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



     “FINRA” means the Financial Industry Regulatory Authority, Inc.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of the Company or used or referred to by the
Company in connection with the sale of the Securities or the Exchange Securities.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include
any Guarantor’s successors that guarantee the Securities and any Additional Guarantors.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holders” shall include
Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture dated as of February 2, 2011 among the Company
and U.S. Bank National Association, as trustee, as amended and supplemented by the First
Supplemental Indenture relating to the Securities dated as of February 2, 2011 among the Company,
the Guarantors and U.S. Bank National Association, as trustee, and as the same may be further
amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



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     “J.P. Morgan” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal
amount of the outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is required hereunder, any
Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage or amount; and provided, further, that if the Company shall
issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or,
if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities
and the Registrable Securities to which this Agreement relates shall be treated together as one
class for purposes of determining whether the consent or approval of Holders of a specified
percentage of Registrable Securities has been obtained.



     “Notice and Questionnaire” shall mean a notice of registration statement and selling
security holder questionnaire distributed to a Holder by the Company upon receipt of a Shelf
Request from such Holder.



     “Participating Broker-Dealers” shall have the meaning set forth in Section
4(a) hereof.



     “Participating Holder” shall mean any Holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in accordance with
Section 2(b) hereof.



     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and
regulations of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to such prospectus, and in each case including any document incorporated
by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect
to such Securities has become effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement or (ii) when such Securities cease
to be outstanding.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws (including reasonable fees and
disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification
of any Exchange Securities or Registrable Securities), (iii)



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all expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any
amendments or supplements thereto, any underwriting agreements, securities sales agreements or
other similar agreements and any other documents relating to the performance of and compliance with
this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one
counsel for the Participating Holders (which counsel shall be selected by the Participating Holders
holding a majority of the aggregate principal amount of Registrable Securities held by such
Participating Holders and which counsel may also be counsel for the Initial Purchasers) and (viii)
the fees and disbursements of the independent public accountants and independent petroleum
engineers of the Company and the Guarantors, including the expenses of any special audits,
“comfort” letters or letters concerning oil and gas reserve estimates, as applicable, required by
or incident to the performance of and compliance with this Agreement, but excluding fees and
expenses of counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions
and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a
Holder.



     “Registration Statement” shall mean any registration statement filed under the
Securities Act of the Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all amendments and
supplements to any such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b)
hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section
2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other
securities unless approved by a majority in aggregate principal amount of the Registrable
Securities held by the Participating Holders) on an appropriate form under Rule 415 under the
Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any
document incorporated by reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



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     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange
Securities by the Guarantors under the Indenture.



     “Staff” shall mean the staff of the SEC.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are
sold to an Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use
commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities
and (ii) have such Registration Statement remain effective until 180 days after the last Exchange
Date for use by one or more Participating Broker-Dealers. The Company and the Guarantors shall
commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared
effective by the SEC and use commercially reasonable efforts to complete the Exchange Offer not
later than 60 days after such effective date.



     The Company and the Guarantors shall commence the Exchange Offer by mailing or making
available the related Prospectus, appropriate letters of transmittal and other accompanying
documents to each Holder stating, in addition to such other disclosures as are required by
applicable law, substantially the following:




	 	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be accepted for
exchange;
	 
	 	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed or made available) (the “Exchange
Dates”);
	 
	 	(iii)	 	that any Registrable Security not tendered will remain outstanding and
continue to accrue interest but will not retain any rights under this Agreement, except
as otherwise specified herein;
	 
	 	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to
the Exchange Offer will be required to (A) surrender such Registrable Security,
together with the appropriate letters of transmittal, to the institution and at the
address and in the manner specified in the notice, or (B) effect such exchange
otherwise in compliance with the applicable procedures of the depositary for such




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	 	 	 	Registrable Security, in each case prior to the close of business on the last
Exchange Date; and
	 
	 	(v)	 	that any Holder will be entitled to withdraw its election, not later than the
close of business on the last Exchange Date, by (A) sending to the institution and at
the address specified in the notice, a telegram, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange and a statement that such Holder is withdrawing its election to
have such Securities exchanged or (B) effecting such withdrawal in compliance with the
applicable procedures of the depositary for the Registrable Securities.





     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Guarantor and (iv) if such Holder is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable
Securities that were acquired as a result of market-making or other trading activities, then such
Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus
to purchasers) in connection with any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:




	 	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered
and not properly withdrawn pursuant to the Exchange Offer; and
	 
	 	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all
Registrable Securities or portions thereof so accepted for exchange by the Company and
issue, and cause the Trustee to promptly authenticate and deliver to each Holder,
Exchange Securities equal in principal amount to the principal amount of the
Registrable Securities tendered by such Holder.





     The Company and the Guarantors shall use commercially reasonable efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations of the Staff.



          (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer
Registration provided for in Section 2(a) above is not available or the Exchange Offer may
not be completed as soon as practicable after the last Exchange Date because it would violate any
applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any
other reason completed by January 28, 2012 or (iii) any Initial Purchaser shall so request



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in connection with any offer or sale of Registrable Securities (a “Shelf Request”),
the Company and the Guarantors shall use commercially reasonable efforts to cause to be filed as
soon as practicable after such determination, date or Shelf Request, as the case may be, a Shelf
Registration Statement providing for the sale of all the Registrable Securities by the Holders
thereof and to have such Shelf Registration Statement become effective; provided that no
Holder will be entitled to have any Registrable Securities included in any Shelf Registration
Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement,
until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided
such other information regarding such Holder to the Company as is contemplated by Section
3(b) hereof.



     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the
Guarantors shall use commercially reasonable efforts to file and have declared effective by the SEC
(or file and become effective automatically, as the case may be) both an Exchange Offer
Registration Statement pursuant to Section 2(a) above with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with
the Exchange Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange Offer.



     The Company and the Guarantors agree to use commercially reasonable efforts to keep the Shelf
Registration Statement continuously effective until the earlier of one year following the effective
date of the Shelf Registration Statement and such time as all the Registrable Securities covered by
the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the
“Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement
or amend the Shelf Registration Statement, the related Prospectus and any Free Writing Prospectus
if required by the rules, regulations or instructions applicable to the registration form used by
the Company for such Shelf Registration Statement or by the Securities Act or by any other rules
and regulations thereunder or if reasonably requested by a Participating Holder with respect to
information relating to such Holder, and, to the extent necessary, to use commercially reasonable
efforts to cause any such amendment to become effective and such Shelf Registration Statement,
Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter
practicable. The Company and the Guarantors agree to furnish to the Participating Holders copies
of any such supplement or amendment promptly after its being used or filed with the SEC.



          (c) The Company and the Guarantors shall pay all Registration Expenses in connection with any
registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall
pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf
Registration Statement.



          (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not
be deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC or is automatically effective upon
filing with the SEC as provided by Rule 462 under the Securities Act.



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     In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required hereby, is not declared effective (or does not automatically become
effective) on or prior to January 28, 2012, the Company will pay liquidated damages to Holders of
Registrable Securities with the effect that the interest rate on the Registrable Securities will be
increased by 1.00% per annum until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC (or becomes automatically
effective). All liquidated damages will be paid by the Company on the next scheduled interest
payment date in the same manner as interest is paid on the Securities under the Indenture.



     If the Shelf Registration Statement, if required hereby, has been declared effective or
automatically becomes effective, as the case may be, and thereafter either ceases to be effective
or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness
Period, and such failure to remain effective or usable exists for more than 30 days (whether or not
consecutive) in any 12-month period, unless such failure to remain effective or usable relates or
is directly attributable to an acquisition or disposition being undertaken by the Company then the
Company will pay liquidated damages to the Holders of Registrable Securities with the effect that
the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on
the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement
has again been declared (or automatically becomes) effective or the Prospectus again becomes
usable.



          (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply
with their obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company’s and the Guarantors’ obligations under
Section 2(a) and Section 2(b) hereof. The provisions for liquidated damages set
forth in Section 2(d) above shall be the only monetary remedy available to the Holders
under this Agreement.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as
expeditiously as possible:




	 	(i)	 	prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale
of the Registrable Securities by the Participating Holders thereof and (z) shall comply
as to form in all material respects with the requirements of the applicable form and
include all financial statements and oil and gas reserve information required by the
SEC to be filed therewith; and use commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective for the applicable
period in accordance with Section 2 hereof;




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	 	(ii)	 	prepare and file with the SEC such amendments and post-effective amendments to
each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and
cause each Prospectus to be supplemented by any required prospectus supplement and, as
so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep
each Prospectus current during the period described in Section 4(3) of and Rule 174
under the Securities Act that is applicable to transactions by brokers or dealers with
respect to the Registrable Securities or Exchange Securities;
	 
	 	(iii)	 	to the extent any Free Writing Prospectus is used, file with the SEC any Free
Writing Prospectus that is required to be filed by the Company or the Guarantors with
the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus
not required to be filed;
	 
	 	(iv)	 	in the case of a Shelf Registration, furnish to each Participating Holder, to
counsel for the Initial Purchasers, to counsel for such Participating Holders and to
each Underwriter of an Underwritten Offering of Registrable Securities, if any, without
charge, as many copies of each Prospectus, including each preliminary prospectus or
Free Writing Prospectus, and any amendment or supplement thereto, as such Participating
Holder, counsel or Underwriter may reasonably request in order to facilitate the sale
or other disposition of the Registrable Securities thereunder; and, subject to
Section 3(c) below, the Company and the Guarantors’ consent to the use of such
Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the Participating
Holders and any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such Prospectus,
preliminary prospectus or such Free Writing Prospectus or any amendment or supplement
thereto in accordance with applicable law;
	 
	 	(v)	 	use commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions
as any Participating Holder shall reasonably request in writing by the time the
applicable Registration Statement becomes effective; cooperate with such Participating
Holders in connection with any filings required to be made with FINRA, and do any and
all other acts and things that may be reasonably necessary or advisable to enable each
Participating Holder to complete the disposition in each such jurisdiction of the
Registrable Securities owned by such Participating Holder; provided that
neither the Company nor any Guarantor shall be required to (1) qualify as a foreign
corporation or other entity or as a dealer in securities in any such jurisdiction where
it would not otherwise be required to so qualify, (2) file any general consent to
service of process in any such jurisdiction or (3) subject itself to taxation in any
such jurisdiction if it is not so subject;
	 
	 	(vi)	 	notify counsel for the Initial Purchasers and, in the case of a Shelf
Registration, notify each Participating Holder and counsel for such Participating
Holders




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	 	 	 	promptly and, if requested by any such Participating Holder or counsel, confirm such
advice in writing (1) when a Registration Statement has become effective, when any
post-effective amendment thereto has been filed and becomes effective, when any Free
Writing Prospectus has been filed or any amendment or supplement to the Prospectus
or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any
state securities authority for amendments and supplements to a Registration
Statement, Prospectus or any Free Writing Prospectus or for additional information
after the Registration Statement has become effective, (3) of the issuance by the
SEC or any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by the Company of any notice of objection of the SEC to the
use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable
effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the
Company or any Guarantor contained in any underwriting agreement, securities sales
agreement or other similar agreement, if any, relating to an offering of such
Registrable Securities cease to be true and correct in all material respects or if
the Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (5) of the
happening of any event during the period a Registration Statement is effective that
makes any statement made in such Registration Statement or the related Prospectus or
any Free Writing Prospectus untrue in any material respect or that requires the
making of any changes in such Registration Statement or Prospectus or any Free
Writing Prospectus in order to make the statements therein, in the light of the
circumstances in which they were made in the case of the Prospectus or any Free
Writing Prospectus, not misleading and (6) of any determination by the Company or
any Guarantor that a post-effective amendment to a Registration Statement or any
amendment or supplement to the Prospectus or any Free Writing Prospectus would be
appropriate;
	 
	 	(vii)	 	use commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2)
under the Securities Act, including by filing an amendment to such Registration
Statement on the proper form, at the earliest practicable moment and provide immediate
notice to each Holder or Participating Holder of the withdrawal of any such order or
such resolution;
	 
	 	(viii)	 	in the case of a Shelf Registration, furnish or make available to each Participating
Holder, without charge, at least one conformed copy of each Registration Statement and
any post-effective amendment thereto (without any documents incorporated therein by
reference or exhibits thereto, unless requested);




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	 	(ix)	 	in the case of a Shelf Registration, cooperate with the Participating Holders
to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and enable
such Registrable Securities to be issued in such denominations and registered in such
names (consistent with the provisions of the Indenture) as such Participating Holders
may reasonably request at least one Business Day prior to the closing of any sale of
Registrable Securities;
	 
	 	(x)	 	upon the occurrence of any event contemplated by Section 3(a)(vi)(5)
hereof, use commercially reasonable efforts to prepare and file with the SEC a
supplement or post-effective amendment to the Exchange Offer Registration Statement or
Shelf Registration Statement or the related Prospectus or any Free Writing Prospectus
or any document incorporated therein by reference or file any other required document
so that, as thereafter delivered (or, to the extent permitted by law, made available)
to purchasers of the Registrable Securities, such Prospectus or Free Writing
Prospectus, as the case may be, will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and the Company
and the Guarantors shall notify the Participating Holders (in the case of a Shelf
Registration Statement) and the Initial Purchasers and any Participating Broker-Dealers
known to the Company (in the case of the Exchange Offer Registration Statement) to
suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable
after the occurrence of such an event, and such Participating Holders, such
Participating Broker-Dealers and the Initial Purchasers, as applicable, hereby agree to
suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until
the Company and the Guarantors have amended or supplemented the Prospectus or the Free
Writing Prospectus, as the case may be, to correct such misstatement or omission;
provided that the obligations under this Section 3(a)(x) with respect
to the Exchange Offer Registration Statement shall terminate at the end of the period
set forth in Section 2(a)(ii) of this Agreement;
	 
	 	(xi)	 	a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or a Free Writing Prospectus, provide copies of
such document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, to the Participating Holders and their counsel) and make such
of the representatives of the Company and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Participating Holders or their counsel) available for
discussion of such document; and the Company and the Guarantors shall not, at any time
after initial filing of a Registration Statement, use or file any Prospectus, any Free
Writing Prospectus, any amendment of or supplement to a Registration Statement, a
Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, the Participating Holders
and their counsel) shall not have previously been advised and furnished a copy or to
which




11









 






	 	 	 	the Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Participating Holders or their counsel) shall reasonably object;
	 
	 	(xii)	 	obtain a CUSIP number for all Exchange Securities or Registrable Securities,
as the case may be, not later than the initial effective date of a Registration
Statement;
	 
	 	(xiii)	 	cause the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the case may
be; cooperate with the Trustee and the Holders to effect such changes to the Indenture
as may be required for the Indenture to be so qualified in accordance with the terms of
the Trust Indenture Act; and execute, and use commercially reasonable efforts to cause
the Trustee to execute, all documents as may be required to effect such changes and all
other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;
	 
	 	(xiv)	 	in the case of a Shelf Registration, make available for inspection by a
representative of the Participating Holders (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, any
attorneys and accountants designated by a majority in aggregate principal amount of the
Registrable Securities held by the Participating Holders and any attorneys and
accountants designated by such Underwriter, at reasonable times and in a reasonable
manner, all pertinent financial and other records, documents and properties of the
Company and its subsidiaries, and cause the respective officers, directors and
employees of the Company and the Guarantors to supply all information reasonably
requested by any such Inspector, Underwriter, attorney or accountant in connection with
a Shelf Registration Statement; provided that if any such information is
identified by the Company or any Guarantor as being confidential or proprietary, each
Person receiving such information shall take such actions as are reasonably necessary
to protect the confidentiality of such information to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the rights and
interests of any Inspector, Participating Holder or Underwriter;
	 
	 	(xv)	 	if reasonably requested by any Participating Holder, promptly include in a
Prospectus supplement or post-effective amendment such information with respect to such
Participating Holder as such Participating Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the
matters to be so included in such filing;
	 
	 	(xvi)	 	in the case of a Shelf Registration, enter into such customary agreements and
take all such other commercially reasonable actions in connection therewith (including
those requested by the Participating Holders of a majority in principal amount of the
Registrable Securities covered by the Shelf Registration Statement) in order to
expedite or facilitate the disposition of such Registrable Securities including, but




12









 






	 	 	 	not limited to, an Underwritten Offering and in such connection, (1) to the extent
possible, make such representations and warranties to the Participating Holders and
any Underwriters of such Registrable Securities with respect to the business of the
Company and its subsidiaries and the Registration Statement, Prospectus, any Free
Writing Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same if
and when requested, (2) obtain opinions of counsel to the Company and the Guarantors
(which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Participating Holders and such Underwriters and their respective
counsel) addressed to each Participating Holder and Underwriter of Registrable
Securities, covering the matters customarily covered in opinions requested in
underwritten offerings, (3) obtain “comfort” letters from the independent certified
public accountants of the Company and the Guarantors (and, if necessary, any other
certified public accountant of any subsidiary of the Company or the Guarantors, or
of any business acquired by the Company or the Guarantors for which financial
statements and financial data are or are required to be included in the Registration
Statement) addressed to each Participating Holder (to the extent permitted by
applicable professional standards) and Underwriter of Registrable Securities, such
letters to be in customary form and covering matters of the type customarily covered
in “comfort” letters in connection with underwritten offerings, including but not
limited to financial information contained in any preliminary prospectus, Prospectus
or Free Writing Prospectus, (4) obtain oil and gas reserve report letters from any
independent petroleum engineering firms whose reports relating to the Company’s
reserves have, prior to the date of such Shelf Registration, been previously
publicly disclosed in a filing by the Company and (5) deliver such documents and
certificates as may be reasonably requested by the Participating Holders of a
majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of the Company
and the Guarantors made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in an underwriting agreement; and






	 	(xvii)	 	So long as any Registrable Securities remain outstanding, cause each Additional
Guarantor upon the creation or acquisition by the Company of such Additional Guarantor,
to execute a counterpart to this Agreement in the form attached hereto as Annex
A and to deliver such counterpart, together with an opinion of counsel as to the
enforceability thereof against such entity, to the Initial Purchasers no later than
five Business Days following the execution thereof.





          (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company a Notice and Questionnaire and such other
information regarding such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company and the Guarantors may from time to time reasonably request in writing.



13









 





          (c) Each Participating Holder agrees that, upon receipt of any notice from the Company and the
Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or
Section 3(a)(vi)(5) hereof, such Participating Holder will forthwith discontinue
disposition of Registrable Securities pursuant to the Shelf Registration Statement until such
Participating Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free
Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the
Company and the Guarantors, such Participating Holder will deliver to the Company and the
Guarantors all copies in its possession, other than permanent file copies then in such
Participating Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such
Registrable Securities that is current at the time of receipt of such notice.



          (d) If the Company and the Guarantors shall give any notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall
extend the period during which such Registration Statement shall be maintained effective pursuant
to this Agreement by the number of days during the period from and including the date of the giving
of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary
to resume such dispositions. The Company and the Guarantors may give any such notice only twice
during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and
there shall not be more than two suspensions in effect during any 365-day period.



          (e) The Participating Holders who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks
and manager or managers (each an “Underwriter”) that will administer the offering will be
selected by the Holders of a majority in principal amount of the Registrable Securities included in
such offering; provided, however, that such Underwriter must be reasonably satisfactory to the
Company.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed
to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such Exchange
Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their
prospectus delivery obligation under the Securities Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of
the Securities Act.



14









 





          (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such
period may be extended pursuant to Section 3(d) of this Agreement), in order to expedite or
facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent
with the positions of the Staff recited in Section 4(a) above. The Company and the
Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such
Prospectus (or, to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4.



          (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder
with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and the Guarantors, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the statements therein
not misleading, or (2) any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus, any Free Writing Prospectus or any “issuer information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act,
or any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
in each case except insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial Purchaser or
information relating to any Holder furnished to the Company in writing through J.P. Morgan or any
selling Holder expressly for use therein. In connection with any Underwritten Offering permitted
by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify
the Underwriters, if any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their respective affiliates and each Person who controls such
Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested in connection with
any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.



          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company
and the Guarantors, each officer of the Company and the Guarantors who signed the Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser
and any other selling Holder within the meaning of Section 15



15









 







of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity
set forth in paragraph (a) above, but only with respect to any losses, claims, damages or
liabilities that arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating
to such Holder furnished to the Company in writing by such Holder expressly for use in any
Registration Statement, any Prospectus and any Free Writing Prospectus.



          (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such Person (the
“Indemnified Person”) shall promptly notify the Person against whom such indemnification
may be sought (the “Indemnifying Person”) in writing; provided that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it may have under
paragraph (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided,
further, that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b)
above. If any such proceeding shall be brought or asserted against an Indemnified Person and
it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant to this Section 5 that the Indemnifying
Person may designate in such proceeding and shall pay the fees and expenses of such counsel related
to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time
to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to
any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its
affiliates, directors and officers and any control Persons of such Initial Purchaser shall be
designated in writing by J.P. Morgan, (y) for any Holder, its directors and officers and any
control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in
all other cases shall be designated in writing by the Company. The Indemnifying Person shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees
and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable
for any settlement of any proceeding effected without its written consent if



16









 







(i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person
of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person
in accordance with such request prior to the date of such settlement. No Indemnifying Person
shall, without the written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could have been a party
and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (A) includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the
subject matter of such proceeding and (B) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified Person.



          (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and the Guarantors on
the one hand and the Holders on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the one hand and the
Holders on the other shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company and the Guarantors or by the Holders and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.



          (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable
if contribution pursuant to this Section 5 were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this Section
5, in no event shall a Holder be required to contribute any amount in excess of the amount by
which the total price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 5 are several and not joint.



17









 





          (f) The remedies provided for in this Section 5 are not exclusive and shall not limit
any rights or remedies that may otherwise be available to any Indemnified Person at law or in
equity.



          (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
pursuant to a Shelf Registration Statement.



     6. General.



          (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree
that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company
nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof.



          (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement, waiver or consent;
provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof or any provision that could affect adversely the
rights of any Holder of Registrable Securities to receive liquidated damages in the amount and on
the payment dates as provided in Section 2(d) shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder. Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a
writing executed by each of the parties hereto.



          (c) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial Purchasers, the
address set forth in the Purchase Agreement; (ii) if to the Company and the Guarantors, initially
at the Company’s address set forth in the Purchase Agreement and thereafter at such other address,
notice of which is given in accordance with the provisions of this Section 6(c); and (iii)
to such other persons at their respective addresses as provided in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with the provisions of
this Section 6(c). All such notices and communications shall be deemed to have been duly



18









 







given: at the time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.
Copies of all such notices, demands or other communications shall be concurrently delivered by the
Person giving the same to the Trustee, at the address specified in the Indenture.



          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of,
any of the obligations of such Holder under this Agreement.



          (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.



          (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



          (g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



          (h) Governing Law. This Agreement, and any claim, controversy or dispute arising under or
related to this Agreement, shall be governed by and construed in accordance with the laws of the
State of New York.



          (i) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to
replace the invalid, void or unenforceable provisions with valid



19









 







provisions the economic effect of which comes as close as possible to that of the invalid,
void or unenforceable provisions.



[Signature Page to Follow.]






20









 








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



	 	 	 	 	 
	 	OASIS PETROLEUM INC.

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Name:  	Thomas B. Nusz 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	OASIS PETROLEUM LLC

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Name:  	Thomas B. Nusz 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	OASIS PETROLEUM NORTH AMERICA LLC

 	 
	 	By:  	/s/ Thomas B. Nusz
 	 
	 	 	Name:  	Thomas B. Nusz 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 


Confirmed and accepted as of the date first above written:




	 	 	 	 	 
	J.P. MORGAN SECURITIES LLC

For itself and on behalf of the several Initial Purchasers

 	 	 
	By:  	/s/ Geoff Benson
 	 	 
	 	Name:  	Geoff Benson 	 	 
	 	Title:  	Managing Director 	 	 
	 



[Signature Page to Registration Rights Agreement]




 









 








Annex A




Counterpart to Registration Rights Agreement





     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as
defined in the Registration Rights Agreement, dated February 2, 2011 by and among Oasis Petroleum
Inc., a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities LLC, on
behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such
Registration Rights Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                    , 201      .



	 	 	 	 	 
	 	[GUARANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Annex A