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  Exhibit 4.2    
    


 
 

  FORM OF REGISTRATION RIGHTS AGREEMENT    
    


        This Registration Rights Agreement (this "Agreement") is made and entered into as
of                 , 2015, by and among Midstates Petroleum Company, Inc., a Delaware corporation (the "Company"),
 Midstates Petroleum
Company LLC, a Delaware limited liability company ("Midstates Sub" and, together with the Company, the
"Issuers"), and
[                                    ] (the "Initial Purchaser"), which has agreed to
purchase the Issuers' 10.0% Senior Secured Second Lien Notes due 2020 (the "Initial Notes") pursuant to the Purchase Agreement (as defined below). The
Initial Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by any subsidiary of the Company formed or acquired after the Closing Date that executes a
guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the "Guarantors"), pursuant to their
guarantees (the "Guarantees"). The Initial Notes and any future Guarantee attached thereto are herein collectively referred to as the
"Initial Securities." 


        This
Agreement is made pursuant to the Purchase Agreement, dated May 19, 2015 (the "Purchase Agreement"), among the Issuers and the
Initial Purchaser (i) for the benefit of the Initial Purchaser and (ii) for the benefit of the holders from time to time of the Initial Securities, including the Initial Purchaser. In
order to induce the Initial Purchaser to purchase the Initial Securities, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 5(g) of the Purchase Agreement. 


        The
parties hereby agree as follows: 


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



        Additional Interest:    As defined in Section 5 hereto. 


         Broker-Dealer:    Any broker or dealer registered under the Exchange Act. 


         Business Day:    Shall have the meaning ascribed to such term in Rule 14d-1 under the Exchange Act. 


         Closing Date:    The date of this Agreement. 



        Commission:    The Securities and Exchange Commission. 


         Company:    As defined in the preamble hereto. 


         Consummate:    A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of
(i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to  Section 3(b) hereof, and (iii) the
delivery by the Issuers to the Registrar under the Indenture of
Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 


         EDGAR:    The Electronic Data Gathering, Analysis and Retrieval system of the Commission. 



        Exchange Act:    The Securities Exchange Act of 1934, as amended. 


         Exchange Offer:    The registration by the Issuers under the Securities Act of the Exchange Securities pursuant to a Registration
Statement pursuant to
which the Issuers offer the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange
Securities in an aggregate principal amount 







 

equal
to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 


         Exchange Offer Registration Statement:    The Registration Statement relating to the Exchange Offer, including the related Prospectus, as
defined in  Section 3(a) hereof. 



        Exchange Deadline:    As defined in Section 3(b) hereof. 


         Exchange Securities:    The 10.0% Senior Secured Second Lien Notes due 2020, of the same series under the Indenture as the Initial Notes
and any
Guarantee attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 


         FINRA:    The Financial Industry Regulatory Authority, Inc., an independent regulatory organization. 



        Guarantees:    As defined in the preamble hereto. 


         Guarantors:    As defined in the preamble hereto. 


         Holders:    As defined in Section 2(b) hereof. 


         Indemnified Holder:    As defined in Section 8(a) hereof. 



        Indenture:    The Indenture, dated as of May 21, 2015, between the Issuers and Wilmington Trust, National Association, as trustee (the
"Trustee"), pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the
terms thereof. 


         Initial Notes:    As defined in the preamble hereto. 



        Initial Placement:    The issuance and sale by the Issuers of the Initial Securities to the Initial Purchaser pursuant to the Purchase
Agreement. 


         Initial Purchaser:    As defined in the preamble hereto. 


         Initial Securities:    As defined in the preamble hereto. 


         Interest Payment Date:    As defined in the Securities. 



        Issuers:    As defined in the preamble hereto. 


         Person:    An individual, partnership, corporation, limited liability company, trust, unincorporated organization or other legal entity,
or a government
or agency or political subdivision thereof. 


         Prospectus:    The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all
other amendments
thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 


        Purchase Agreement:    As defined in the preamble hereto. 


         Registration Default:    As defined in Section 5 hereof. 


         Registration Statement:    Any registration statement of the Issuers relating to (a) an offering of Exchange Securities pursuant to
an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each
case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 


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         Securities:    The Initial Securities and the Exchange Securities. 



        Securities Act:    The Securities Act of 1933, as amended. 


         Shelf Filing Date:    As defined in Section 4(a) hereof. 


         Shelf Registration Statement:    As defined in Section 4(a) hereof. 



        Transfer Restricted Securities:    Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security
is exchanged
in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act,
(b) the date on which such Initial Security has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public by a Broker-Dealer pursuant to the
"Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) and (d) the date on which such Initial Security ceases
to be outstanding. 


         Trust Indenture Act:    The Trust Indenture Act of 1939, as amended. 


         Underwritten Registration or Underwritten Offering:    A registration in which securities of the Issuers are sold to an underwriter for
reoffering to
the public. 


        SECTION 2.
Securities Subject to this Agreement. 


        (a)    Transfer Restricted Securities.    The securities entitled to the benefits of this Agreement are the Transfer
Restricted Securities. 


        (b)    Holders of Transfer Restricted Securities.    A Person is deemed to be a holder of Transfer Restricted
Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. 


        SECTION 3.
Registered Exchange Offer. 


        (a)   Unless
the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in  Section 6(a) hereof have been complied with), each of the Issuers shall
(i) cause to be filed with the Commission sufficiently promptly so
as to avoid a Registration Default with respect to the Exchange Offer, a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer (the
"Exchange Offer Registration Statement"), (ii) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become
effective under the Securities Act sufficiently promptly so as to avoid a Registration Default with respect to the Exchange Offer, subject to the requirements of Section 3(b) hereof,
(iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer
Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the
Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of
such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement commence the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted
Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 


        (b)   The
Issuers shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the
minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days after the date notice 


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of
the Exchange Offer is mailed to the Holders. The Issuers shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement. The Issuers shall use commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 270 days after the Closing Date (or if such 270th day is not a Business
Day, the next succeeding Business Day) (such 270th day herein referred to as the "Exchange Deadline"). 


        (c)   The
Issuers shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other
than Transfer Restricted Securities acquired directly from the Issuers), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange
Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the
Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in
order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except
to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 


        Each
of the Issuers shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired
by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act
and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading
activities. 


        The
Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in
the foregoing sentence) period in order to facilitate such resales. 


        SECTION 4.
Shelf Registration. 


        (a)    Shelf Registration.    If (i) the Issuers are not required to file an Exchange Offer Registration
Statement or to consummate the Exchange Offer for the Initial Securities because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in  Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Deadline, or
(iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or
(B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuers or
one of their affiliates, then, upon such Holder's request, the Issuers shall: 


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          (i)  cause
to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the "Shelf Registration Statement") as soon as practicable but in any event on or prior to 30 days after the date
such obligation arises (or if such 30th day is not a Business Day, the next succeeding Business Day), which Shelf Registration Statement shall provide for resales of all Transfer Restricted
Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and 


         (ii)  use
their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 90th day after
the Shelf Registration Statement has been filed with the Commission (the "Shelf Filing Date") (or if such 90th day is not a Business Day, the
next succeeding Business Day). 




        Each
Issuer shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of  Sections 6(b) and
(c) hereof to the extent necessary to ensure that it is available for
resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that
it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least one year
following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold
pursuant to such Shelf Registration Statement). 


        (b)    Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.    No Holder
of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Issuers in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to
be disclosed in order to make the information previously furnished to the Issuers by such Holder not materially misleading. 


        SECTION 5.
Additional Interest. If (a) the Exchange Offer is not Consummated on or prior to the Exchange Deadline,
(b) a Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is not declared effective (or does not automatically
become effective) on or prior to the 90th calendar day following any Shelf Filing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), or (c) a
Shelf Registration Statement applicable to the Transfer Restricted Securities required to be filed by the terms of this Agreement is
declared effective (or automatically becomes effective) as required but thereafter fails to remain effective or becomes unusable in connection with resales for more than 30 calendar days (each such
event referred to in clauses (a) through (c) above, a "Registration Default"), the Issuers hereby agree that the interest rate borne by
the Transfer Restricted Securities shall be increased by 1.0% per annum payable in cash ("Additional Interest") for the period of occurrence of the
Registration Default until the earlier of the consummation of the Exchange Offer and such time as no Registration Default is in effect. Following the cure of all Registration Defaults, Additional
Interest will cease to accrue and the interest rate on the Transfer Restricted Securities will revert to the original rate; provided,  however, that, if
after the date such Additional Interest ceases to accrue, another Registration Default occurs, Additional Interest will again commence
accruing pursuant to the foregoing provisions. Additional Interest will be paid as provided in the Indenture. 



        All
obligations of the Issuers set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a
Transfer Restricted Security 


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shall
survive until such time as all such obligations with respect to such security shall have been satisfied in full. 


        SECTION 6.
Registration Procedures. 


        (a)    Exchange Offer Registration Statement.    In connection with the Exchange Offer, the Issuers shall comply with
all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of
Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: 



          (i)  If
in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Issuers hereby
agrees to seek a no-action letter or other favorable decision from the Commission allowing the Issuers to Consummate an Exchange Offer for such Initial Securities. Each of the Issuers hereby agrees to
pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Issuers
hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth
the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such
submission. 


         (ii)  As
a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration
Statement) to the effect that (A) it is not an affiliate of either Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any
Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In
addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers' preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in
effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available
June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply
with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Issuers. 




        (b)    Shelf Registration Statement.    In connection with the Shelf Registration Statement, each of the Issuers shall
comply with all the provisions of Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the
sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuers will as expeditiously as
possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form 


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shall
be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. 


        (c)    General Provisions.    In connection with any Registration Statement and any Prospectus required by this
Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial
Securities by Broker-Dealers), each of the Issuers shall: 



          (i)  use
commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by
the Securities Act or any regulation
thereunder, financial statements of Midstates Sub or any Guarantor) for the period specified in Section 3 or 4 hereof, as applicable; upon the
occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective
and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuers shall file promptly an appropriate amendment to such Registration Statement, in the
case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use commercially reasonable efforts to cause such amendment to be declared
effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; 


         (ii)  prepare
and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when
all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the 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 to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 


        (iii)  advise
the underwriters, if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or
any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective,
(B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the
qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any
fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by
reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein (with respect to the
Prospectus or any supplement thereto, in light of the circumstances under which they were made) not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of
the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, each of the Issuers shall use commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible
time; 



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        (iv)  furnish
without charge to the Initial Purchaser, each selling Holder named in any Registration Statement, each of the underwriters, if any, before filing with the
Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriters in connection with such
sale, if any, for a period of at least five Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement
or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriters, if
any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The
objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains a material misstatement or omission; 


         (v)  promptly
prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the
Initial Purchaser, each selling Holder named in any Registration Statement, and to the underwriters, if any, make the Issuers' representatives available for discussion of such document and other
customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriters, if any, reasonably may request; 


        (vi)  make
available at reasonable times for inspection by the Initial Purchaser, the managing underwriters, if any, participating in any disposition pursuant to such
Registration Statement and any attorney or accountant retained by the Initial Purchaser or any of the underwriters, all financial and other records, pertinent corporate documents and properties of
each of the Issuers and cause the Issuers' officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with
such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent
requested by the managing underwriters, if any; 


       (vii)  if
requested by any selling Holders or the underwriters, if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and underwriters, if any, may reasonably request to have included therein, including, without limitation, information
relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriters, the
purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 


      (viii)  cause
the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the underwriters, if any; 



        (ix)  furnish
to the Initial Purchaser, each selling Holder and each of the underwriters, if any, without charge, at least one copy of the Registration Statement, as first
filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits
incorporated therein by reference); 



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         (x)  deliver
to each selling Holder and each of the underwriters, if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of the Issuers hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling
Holders and each of the underwriters, if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 


        (xi)  enter
into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith
in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested
by the Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement;
and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Issuers shall: 



        (A)  furnish
to the Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, of the effectiveness of the Shelf Registration Statement: 



        (1)   a
certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by
(y) the Chairman of the Board, Chief Executive Officer or President and (z) the Chief Financial Officer or Chief Accounting Officer of each of the Issuers, confirming, as of the date
thereof, the matters set forth in Sections 5(c)(ii) and 5(f) of the Purchase Agreement and such other matters as such parties may reasonably request; 



        (2)   an
opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the
Issuers, covering the matters set forth in Section 5(d) of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a statement to the
effect that such counsel has participated in conferences with officers and other representatives of the Issuers, representatives of the independent public accountants for the Company, representatives
of the underwriters, if any, and counsel to the underwriters, if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters
required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such
counsel advises that, on the basis of the foregoing, no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such
Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing,
such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial, accounting and reserve data 





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included
in any Registration Statement contemplated by this Agreement or the related Prospectus; and 



        (3)   a
customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company's independent accountants and any other independent
accountants who have certified audited financial statements contained in or incorporated by reference into the Registration Statement, in the customary form and covering matters of the type
customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters
delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; 




        (B)  set
forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of  Section 8 hereof with respect to all parties to be indemnified
pursuant to said Section; and 


        (C)  deliver
such other documents and certificates as may be reasonably requested by such parties to evidence compliance with  Section 6(c)(xi)(A) hereof and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the
Issuers pursuant to this Section 6(c)(xi), if any. 





        If
at any time the representations and warranties of the Issuers set forth in Section 6(c)(xi)(A)(1) hereof cease to be true and
correct, the Issuers shall so advise the Initial Purchaser and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; 



       (xii)  prior
to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriters, if any, and their respective counsel in
connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriters, if
any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that neither Issuers shall be required to register or qualify as a foreign corporation where it is not then so qualified
or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction
where it is not then so subject; 


      (xiii)  shall
issue, upon the request of any Holder of Initial Securities covered by the Exchange Offer Registration Statement, Exchange Securities having an aggregate
principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities, in
certificated form, to be registered in the name of such Holder or in the name of the purchasers of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be
surrendered to the Issuers for cancellation; 


      (xiv)  cooperate
with the selling Holders and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the
underwriters, if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriters; 


       (xv)  use
commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if 



10







 

any,
to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof; 


      (xvi)  if
any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a
supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading; 


     (xvii)  provide
a CUSIP number for all Exchange Securities not later than the effective date of the Registration Statement covering such Exchange Securities and provide the
Trustee under the Indenture with printed certificates for such Exchange Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to
ensure that all such Exchange Securities are eligible for deposit with the Depository Trust Company; 


    (xviii)  cooperate
and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any
"qualified independent underwriter" as that term is defined within the rules and regulations of FINRA) that is required to be retained in accordance with the rules and regulations of FINRA; 


      (xix)  otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period
(A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not
sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement; 


       (xx)  cause
the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and,
in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with
the terms of the Trust Indenture Act; and to execute and use commercially reasonable efforts to cause the Trustee to execute, all documents
that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 


      (xxi)  if
not publicly available on EDGAR, provide promptly to each Holder upon reasonable request each document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act. 




        Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of any fact of the kind described in  Section 6(c)(iii)(D) hereof,
such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof, or until it is advised in writing ("the Advice") by the Issuers that the use of the Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers' expense) all copies,
other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event
the Issuers 


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shall
give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days
during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by  Section 6(c)(xvi) hereof or shall have received
the Advice; provided, however, that no such
extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Issuers'
option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5
hereof. 


        SECTION 7.
Registration Expenses. 


        (a)   All
expenses incident to the Issuers' performance of or compliance with this Agreement will be borne by the Issuers, jointly and severally, regardless of whether a
Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by the Initial Purchaser or any Holder with
FINRA (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and
expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in
the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers and, subject to  Section 7(b) hereof,
the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the
Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants
of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance). 


        Each
of the Issuers will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by either Issuer. 


        (b)   In
connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf
Registration Statement), the Issuers, jointly and severally, will reimburse the Initial Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold
pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Milbank, Tweed, Hadley & McCloy LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of
the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 


        SECTION 8.
Indemnification. 


        (a)   The
Issuers, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a "controlling
person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments,
actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim
or action, or 


12







 

any
investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several,
directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Issuers by any of the Holders expressly for use therein. This indemnity agreement shall be
in addition to any liability which the Issuers may otherwise have. 


        In
case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect
to which indemnity may be sought against either Issuer, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers in writing;  provided, however, that the failure to give such notice shall not relieve either Issuer of its obligations pursuant to this Agreement. Such Indemnified
Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuers (regardless of whether it is ultimately
determined that an Indemnified Holder is not entitled to indemnification hereunder). The Issuers shall not, in connection with any one such action or proceeding or separate but substantially similar
or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm
of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Issuers shall be liable for any settlement of any such
action or proceeding effected with the Issuers' prior written consent, which consent shall not be withheld unreasonably, and each of the Issuers agrees to indemnify and hold harmless any Indemnified
Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Issuers. The Issuers shall not, without the
prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or
termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. 


        (b)   Each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers and their respective directors, officers,
partners, employees, representatives and agents of the Issuers who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) either Issuer, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing
indemnity from the Issuers to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly
for use in any Registration Statement. In case any action or proceeding shall be brought against either Issuer or their respective directors or officers or any such controlling person in respect of
which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers, and the Issuers, their respective directors, officers,
partners, employees, representatives and agents and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 


        (c)   If
the indemnification provided for in this Section 8 is unavailable to an indemnified party under  Section 8(a) or (b)
 hereof (other than by reason of exceptions provided in those Sections)
in 


13







 

respect
of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative
benefits received by the Issuers, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Issuers shall be deemed to be equal to the total gross
proceeds to the Issuers from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Issuers, on the one
hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Issuers, on the one hand, and of the Indemnified Holder, 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 either Issuer, on the one hand, or the Indemnified
Holders, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party
as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of  Section 8(a)
hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any
action or claim. 


        Each
Issuer and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this  Section 8(c) 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 which
does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8,
none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with
respect to the Initial Securities exceeds the amount of any damages which 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 8(c) are several in proportion to the
respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 


        SECTION 9.
Rule 144A. Each of the Issuers hereby agrees with each Holder, for so long as any Transfer Restricted Securities
remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant
to Rule 144A under the Securities Act. 


        SECTION 10.
Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holders' Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable 


14







 

questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 


        SECTION 11.
Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement
who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bankers and managing underwriters that will administer
such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment
bankers and managing underwriters must be reasonably satisfactory to the Issuers. 


        SECTION 12.
Miscellaneous. 


        (a)    Remedies.    Each of the Issuers hereby agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 



        (b)    No Inconsistent Agreements.    Each of the Issuers will not on or after the date of this Agreement enter into
any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither Issuer has
previously entered into any agreement granting any registration rights with respect to its securities to any Person. 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 either Issuer's securities under any agreement in effect on the date hereof. 



        (c)    Adjustments Affecting the Securities.    The Issuers will not take any action, or permit any change to occur,
with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. 


        (d)    Amendments and Waivers.    The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be given unless the Issuers have (i) in the case of Section 5
hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in
the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by either Issuer or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose
securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such
Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided,
however, that, with respect to any matter that directly or indirectly affects the rights of the Initial Purchaser hereunder, the Issuers shall obtain the written consent of the
Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 


        (e)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 



          (i)  if
to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 



15







 


if
to the Issuers: 


Midstates
Petroleum Company, Inc.

321 South Boston, Suite 1000

Tulsa, Oklahoma 74103

Facsimile: (918) 974-8550

Attention: Nelson Haight 





        All
such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt 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. 



        (f)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder. 


        (g)    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. 


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


        (i)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. 


        (j)    Severability.    In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby. 


        (k)    Entire Agreement.    This Agreement is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities. This
Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 


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QuickLinks



Exhibit 4.2


FORM OF REGISTRATION RIGHTS AGREEMENT