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Exhibit 4.2  






 

VENOCO, INC.  


 THE GUARANTORS PARTIES HERETO,  


 AND  


 U.S. BANK NATIONAL ASSOCIATION,  


 AS TRUSTEE  


8.75% Senior Notes due 2011  




 
 
INDENTURE  


Dated as of December 20, 2004  










 






 
TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	1
	Section 1.1.	 	Definitions	 	1
	Section 1.2.	 	Other Definitions	 	25
	Section 1.3.	 	Incorporation by Reference of Trust Indenture Act	 	26
	Section 1.4.	 	Rules of Construction	 	27
	

ARTICLE II THE NOTES	
 	

27
	Section 2.1.	 	Form, Dating and Terms	 	27
	Section 2.2.	 	Execution and Authentication	 	31
	Section 2.3.	 	Registrar and Paying Agent	 	32
	Section 2.4.	 	Paying Agent to Hold Money in Trust	 	32
	Section 2.5.	 	Holder Lists	 	33
	Section 2.6.	 	Transfer and Exchange	 	33
	Section 2.7.	 	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	 	35
	Section 2.8.	 	Mutilated, Destroyed, Lost or Wrongfully Taken Notes	 	36
	Section 2.9.	 	Outstanding Notes	 	36
	Section 2.10.	 	Cancellation	 	37
	Section 2.11.	 	Payment of Interest; Defaulted Interest	 	37
	Section 2.12.	 	Computation of Interest	 	38
	Section 2.13.	 	CUSIP Numbers	 	38
	

ARTICLE III COVENANTS	
 	

38
	Section 3.1.	 	Payment of Notes	 	38
	Section 3.2.	 	Reports	 	38
	Section 3.3.	 	Incurrence of Indebtedness and Issuance of Preferred Stock	 	39
	Section 3.4.	 	Restricted Payments	 	42
	Section 3.5.	 	Liens	 	45
	Section 3.6.	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	 	45
	Section 3.7.	 	Assets Sales	 	47
	Section 3.8.	 	Transactions with Affiliates	 	49
	Section 3.9.	 	Change of Control	 	50
	Section 3.10.	 	Future Subsidiary Guarantees	 	51
	Section 3.11.	 	Sale and Leaseback Transactions	 	51
	Section 3.12.	 	Business Activities	 	52
	Section 3.13.	 	Designation of Restricted and Unrestricted Subsidiaries	 	52
	Section 3.14.	 	Maintenance of Office or Agency	 	52
	Section 3.15.	 	Corporate Existence	 	53
	Section 3.16.	 	Payment of Taxes and Other Claims	 	53
	Section 3.17.	 	Compliance Certificate	 	53
	Section 3.18.	 	Further Instruments and Acts	 	53
	Section 3.19.	 	Statement by Officers as to Default	 	53
	Section 3.20.	 	Payments for Consent	 	53
	

ARTICLE IV SUCCESSOR COMPANY	
 	

54
	Section 4.1.	 	Merger, Consolidation or Sale of Assets	 	54
	

ARTICLE V REDEMPTION OF NOTES	
 	

55
	Section 5.1.	 	Optional Redemption	 	55





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	Section 5.2.	 	Applicability of Article	 	55
	Section 5.3.	 	Election to Redeem; Notice to Trustee	 	55
	Section 5.4.	 	Selection by Trustee of Notes to Be Redeemed	 	56
	Section 5.5.	 	Notice of Redemption	 	56
	Section 5.6.	 	Deposit of Redemption Price	 	57
	Section 5.7.	 	Notes Payable on Redemption Date	 	57
	Section 5.8.	 	Notes Redeemed in Part	 	57
	

ARTICLE VI DEFAULTS AND REMEDIES	
 	

57
	Section 6.1.	 	Events of Default	 	57
	Section 6.2.	 	Acceleration	 	59
	Section 6.3.	 	Other Remedies	 	59
	Section 6.4.	 	Waiver of Past Defaults	 	60
	Section 6.5.	 	Control by Majority	 	60
	Section 6.6.	 	Limitation on Suits	 	60
	Section 6.7.	 	Rights of Holders to Receive Payment	 	60
	Section 6.8.	 	Collection Suit by Trustee	 	61
	Section 6.9.	 	Trustee May File Proofs of Claim	 	61
	Section 6.10.	 	Priorities	 	61
	Section 6.11.	 	Undertaking for Costs	 	61
	Section 6.12.	 	Additional Payments	 	61
	Section 6.13.	 	Waiver of Stay, Extension and Usury Laws	 	62
	

ARTICLE VII TRUSTEE	
 	

62
	Section 7.1.	 	Duties of Trustee	 	62
	Section 7.2.	 	Rights of Trustee	 	63
	Section 7.3.	 	Individual Rights of Trustee	 	64
	Section 7.4.	 	Trustee's Disclaimer	 	64
	Section 7.5.	 	Notice of Defaults	 	64
	Section 7.6.	 	Reports by Trustee to Holders	 	64
	Section 7.7.	 	Compensation and Indemnity	 	65
	Section 7.8.	 	Replacement of Trustee	 	65
	Section 7.9.	 	Successor Trustee by Merger	 	66
	Section 7.10.	 	Eligibility; Disqualification	 	66
	Section 7.11.	 	Preferential Collection of Claims Against Company	 	66
	

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	
 	

66
	Section 8.1.	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	66
	Section 8.2.	 	Legal Defeasance and Discharge	 	67
	Section 8.3.	 	Covenant Defeasance	 	67
	Section 8.4.	 	Conditions to Legal or Covenant Defeasance	 	67
	Section 8.5.	 	Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	69
	Section 8.6.	 	Repayment to Company	 	69
	Section 8.7.	 	Reinstatement	 	69
	

ARTICLE IX AMENDMENTS	
 	

70
	Section 9.1.	 	Without Consent of Holders	 	70
	Section 9.2.	 	With Consent of Holders	 	70
	Section 9.3.	 	Compliance with Trust Indenture Act	 	71
	Section 9.4.	 	Revocation and Effect of Consents and Waivers	 	71
	Section 9.5.	 	Notation on or Exchange of Notes	 	72



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	Section 9.6.	 	Trustee To Sign Amendments	 	72
	

ARTICLE X SUBSIDIARY GUARANTEE	
 	

72
	Section 10.1.	 	Subsidiary Guarantee	 	72
	Section 10.2.	 	Limitation on Liability; Termination, Release and Discharge	 	73
	Section 10.3.	 	Limitation of Guarantors' Liability	 	74
	Section 10.4.	 	Contribution	 	74
	

ARTICLE XI SATISFACTION AND DISCHARGE	
 	

75
	Section 11.1.	 	Satisfaction and Discharge	 	75
	

ARTICLE XII MISCELLANEOUS	
 	

75
	Section 12.1.	 	Trust Indenture Act Controls	 	75
	Section 12.2.	 	Notices	 	76
	Section 12.3.	 	Communication by Holders with other Holders	 	76
	Section 12.4.	 	Certificate and Opinion as to Conditions Precedent	 	76
	Section 12.5.	 	Statements Required in Certificate or Opinion	 	77
	Section 12.6.	 	When Notes Disregarded	 	77
	Section 12.7.	 	Rules by Trustee, Paying Agent and Registrar	 	77
	Section 12.8.	 	Legal Holidays	 	77
	Section 12.9.	 	GOVERNING LAW	 	77
	Section 12.10.	 	No Recourse Against Others	 	77
	Section 12.11.	 	Successors	 	77
	Section 12.12.	 	Multiple Originals	 	78
	Section 12.13.	 	Qualification of Indenture	 	78
	Section 12.14.	 	Severability	 	78
	Section 12.15.	 	No Adverse Interpretation of Other Agreements	 	78
	Section 12.16.	 	Table of Contents; Headings	 	78
	

EXHIBIT A	
 	

Form of the Note	
 	

 
	EXHIBIT B	 	Form of the Exchange Note	 	 
	EXHIBIT C	 	Form of Subsidiary Guarantee	 	 




iii







 
CROSS-REFERENCE TABLE  



	TIA Section
 
	 	 
	 	Indenture

Section

	310(a)(1)	 	 	 	7.10
	(a)(2)	 	 	 	7.10
	(a)(3)	 	 	 	N.A.
	(a)(4)	 	 	 	N.A.
	(b)	 	 	 	7.8; 7.10
	(c)	 	 	 	N.A.
	311(a)	 	 	 	7.11
	(b)	 	 	 	7.11
	(c)	 	 	 	N.A.
	312(a)	 	 	 	2.5
	(b)	 	 	 	12.3
	(c)	 	 	 	12.3
	313(a)	 	 	 	7.6
	(b)(1)	 	 	 	7.6
	(b)(2)	 	 	 	7.6
	(c)	 	 	 	7.6
	(d)	 	 	 	7.6
	314(a)	 	 	 	3.2; 12.2
	(b)	 	 	 	N.A.
	(c)(1)	 	 	 	11.4
	(c)(2)	 	 	 	11.4
	(c)(3)	 	 	 	N.A.
	(d)	 	 	 	N.A.
	(e)	 	 	 	12.5
	315(a)	 	 	 	7.1
	(b)	 	 	 	7.5; 12.2
	(c)	 	 	 	7.1
	(d)	 	 	 	7.1
	(e)	 	 	 	6.11
	316(a)(last sentence)	 	 	 	12.6
	(a)(1)(A)	 	 	 	6.5
	(a)(1)(B)	 	 	 	6.4
	(a)(2)	 	 	 	N.A.
	(b)	 	 	 	6.7
	317(a)(1)	 	 	 	6.8
	(a)(2)	 	 	 	6.9
	(b)	 	 	 	2.4
	318(a)	 	 	 	12.1





N.A.
means Not Applicable. 


Note:
This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. 


iv









 










  
        INDENTURE dated as of December 20, 2004, among VENOCO, INC., a Delaware corporation (the "Company"), the GUARANTORS (as
defined herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"). 



        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company's 8.75% Senior Notes due 2011, issued on
the date hereof (the "Initial Notes"), (ii) if and when issued, an unlimited principal amount of additional 8.75% Senior Notes due 2011 in a
non-registered offering or in a registered offering of the Company that may be offered from time to time subsequent to the Issue Date (the "Additional
Notes") and (iii) if and when issued, the Company's 8.75% Senior Notes due 2011 that may be issued from time to time in exchange for Initial Notes or any Additional
Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (as hereinafter defined) (the "Exchange Notes,"
and together with the Initial Notes and Additional Notes, the "Notes"). 


ARTICLE I  


Definitions and Incorporation by Reference


        Section 1.1.    Definitions.    


        "Acquired Debt" means, with respect to any specified Person: 



	(1)
	Indebtedness
of any other Person existing at the time such other Person was merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is
incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and



	(2)
	Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person. 




        "Additional Assets" means: 



	(1)
	any
assets used or useful in the Oil and Gas Business;



	(2)
	the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or



	(3)
	Capital
Stock constituting a minority in any Person that at such time is a Restricted Subsidiary; 




provided, however, that any such Restricted Subsidiary described in clause (2) or (3) is
primarily engaged in the Oil and Gas Business. 


        "Additional Interest" has the meaning set forth in the Registration Rights Agreement. The Trustee shall be under no obligation to
determine or calculate the Additional Interest, whether the Additional Interest is due and payable, or to give notice with respect thereto. The Trustee may conclusively assume, in the absence of
written notice to the contrary from the Company or a Holder or Holders of Notes, that no Additional Interest is due and payable. 



        "Additional Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


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



	(a)
	the
sum of: 







          (i)  discounted
future net revenues from proved oil and gas reserves of the Company and its Restricted Subsidiaries calculated in accordance with Commission guidelines
before any provincial, territorial, state, Federal or foreign income taxes, as estimated by the Company in 




1







 


a
reserve report prepared as of the first day of the fiscal year following the fiscal year for which audited financial statements are available and giving effect to applicable commodity Hedging
Obligations, as increased by, as of the date of determination, the estimated discounted future net revenues from 



        (A)  estimated
proved oil and gas reserves acquired since such year end, which reserves were not reflected in such year end reserve report, and 


        (B)  estimated
oil and gas reserves attributable to upward revisions of estimates of proved oil and gas reserves since such year end (including previously estimated
development costs incurred during the period and the accretion of discount since the prior year end) due to exploration, development or exploitation activities, 




in
each case calculated in accordance with SEC guidelines (utilizing the prices utilized in such year-end reserve reports), and decreased by, as of the date of determination, the estimated
discounted future net revenues from 



        (C)  estimated
proved oil and gas reserves produced or disposed of since such year end, and 


        (D)  estimated
oil and gas reserves attributable to downward revisions of estimates of proved oil and gas reserves since such year end due to changes in geological conditions
or other factors which would, in accordance with standard industry practice, cause such revisions, 




in
each case calculated on a pre-tax basis and substantially in accordance with Commission guidelines, in each case as estimated by the Company's petroleum engineers or any independent
petroleum engineers engaged by the Company for that purpose; provided, however, that, in the case of each of the determinations made pursuant to clauses (A) through (D), such increases and
decreases shall be as estimated by the Company's engineers, except that if as a result of such acquisitions, dispositions, discoveries, extensions or revisions, there is a Material Change, then such
increases and decreases in the discounted future net revenues shall be confirmed in writing by an independent petroleum engineer; 



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


        (iii)  the
Net Working Capital on a date no earlier than the date of the Company's latest annual or quarterly financial statements; and 


        (iv)  the
greater of: 



        (A)  the
net book value of other tangible assets of the Company and its Restricted Subsidiaries, as of a date no earlier than the date of the Company's latest annual or
quarterly financial statements, and 


        (B)  the
appraised value, as estimated by independent appraisers, of other tangible assets of the Company and its Restricted Subsidiaries, as of a date no earlier than the
date of the Company's latest audited financial statements (provided that the Company shall not be required to obtain such appraisal solely for the purpose of determining this value); minus 




	(b)
	the
sum of: 



          (i)  Minority
Interests; 




2







 


         (ii)  any
net gas balancing liabilities of the Company and its Restricted Subsidiaries reflected in the Company's latest audited financial statements; 



        (iii)  to
the extent included in (a)(i) above, the discounted future net revenues, calculated in accordance with Commission guidelines (utilizing the prices utilized
in the Company's year end reserve report), attributable to reserves which are required to be delivered to third parties to fully satisfy the obligations of the Company and its Restricted Subsidiaries
with respect to Volumetric Production Payments (determined, if applicable, using the schedules specified with respect thereto); and 


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





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



        "Adjusted Net Assets" of a Guarantor at any date means the amount by which the fair value of the properties and assets of such Guarantor
exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but
excluding liabilities under its Subsidiary Guarantee, of such Guarantor at such date. 


        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. 


        "Asset Sale" means: 



	(1)
	the
sale, lease, conveyance or other disposition of any properties or assets (including by way of a Production Payment or sale and leaseback transaction); provided that the
disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Sections
3.9 and/or 4.1 and not by Section 3.7; and



	(2)
	the
issuance of Equity Interests in any of the Company's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. 







Notwithstanding
the preceding, the following items will not be deemed to be Asset Sales: 



	(1)
	any
single transaction or series of related transactions that involves properties or assets having a fair market value of less than $2.5 million;



	(2)
	a
transfer of assets between or among any of the Company and its Restricted Subsidiaries;



	(3)
	an
issuance or sale of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; 



3







 



	(4)
	a
disposition of Hydrocarbons or mineral products inventory in the ordinary course of business;



	(5)
	a
disposition of obsolete or worn out equipment or equipment that is no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries and that is
disposed of in each case in the ordinary course of business;



	(6)
	dispositions
of past due accounts and notes receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;



	(7)
	the
licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business and which do
not materially interfere with the business of the Company and its Restricted Subsidiaries;



	(8)
	the
sale or transfer (whether or not in the ordinary course of business) of crude oil and natural gas properties or direct or indirect interests in real property; provided, that at
the time of such sale or transfer such properties do not have associated with them any proved reserves;



	(9)
	the
farm-out, lease or sublease of developed or undeveloped crude oil or natural gas properties owned or held by the Company or such Restricted Subsidiary in exchange for
crude oil and natural gas properties owned or held by another Person;



	(10)
	the
sale or other disposition of cash or Cash Equivalents;



	(11)
	a
Restricted Payment that is permitted by Section 3.4 or is a Permitted Investment;



	(12)
	any
trade or exchange by the Company or any Restricted Subsidiary of oil and gas properties or other properties or assets for oil and gas properties or other properties or assets
owned or held by another Person, provided that the fair market value of the properties or assets traded or exchanged by the Company or such Restricted Subsidiary (together with any cash) is reasonably
equivalent to the fair market value of the properties or assets (together with any cash) to be received by the Company or such Restricted Subsidiary, and provided further that any net cash received
must be applied in accordance with Section 3.7;



	(13)
	the
creation or perfection of a Lien (but not the sale or other disposition of the properties or assets subject to such Lien); and



	(14)
	a
surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind. 




        "Attributable Debt" in respect of a sale and leaseback transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or
may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with
GAAP. 


        "Bankruptcy Law" means Title 11, United States Code or any similar Federal or state law
for the relief of debtors. 


        "Beneficial Owner" has the meaning given to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 12(d)(3) of the Exchange Act), such "person" will be deemed to have
beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have correlative meanings. 


4







 

        "Board of Directors" means: 



	(1)
	with
respect to a corporation, the board of directors of the corporation;



	(2)
	with
respect to a partnership, the board of directors of the general partner of the partnership; and



	(3)
	with
respect to any other Person, the board or committee of such Person serving a similar function. 




        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Person to have been
duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. 



        "Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or another
place of payment are authorized or required by law to close. 


        "Capital Lease Obligations" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease
that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the amount of Indebtedness represented by such obligation will be the capitalized amount of such
obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount
due under such lease prior to the first date such lease may be terminated without penalty. 


        "Capital Stock" means: 



	(1)
	in
the case of a corporation, corporate stock;



	(2)
	in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



	(3)
	in
the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



	(4)
	any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 




        "Cash Equivalents" means: 



	(1)
	United
States dollars;



	(2)
	securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full
faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;



	(3)
	certificates
of deposit and Eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a
Thomson Bank Watch Rating of "B" or better;



	(4)
	repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any
financial institution meeting the qualifications specified in clause (3) above; 



5







 



	(5)
	commercial
paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Ratings Services and in each case maturing within six
months after the date of acquisition; and



	(6)
	money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. 




        "Change of Control" means the occurrence of any of the following: 



	(1)
	any
"person" or "group" of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets)
(for the purposes of this clause, such person or group shall be deemed to Beneficially Own any Voting Stock of the Company held by an entity, if such person or group "Beneficially Owns", directly or
indirectly, more than 50% of the voting power of the Voting Stock of such entity);



	(2)
	the
first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors;



	(3)
	the
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of
the assets of the Company and its Restricted Subsidiaries taken as a whole to any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than an entity the majority of
the Voting Stock of which is owned by a Permitted Holder; or



	(4)
	the
adoption of a plan or proposal for the liquidation or dissolution of the Company. 




        "Code" means the Internal Revenue Code of 1986, as amended. 


        "Commission" or "SEC" means the Securities and Exchange Commission. 



        "Comparable Treasury Issue" means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity most nearly
equal to the period from the Redemption Date to December 15, 2008, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt
securities; provided that if such period is less than one year, then the U.S. Treasury security having a maturity of one year shall be used. 


        "Comparable Treasury Price" means, with respect to any Redemption Date, (1) the average of four Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee or, at the election of the Trustee, an agent
selected by the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. 


        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such
period plus: 



	(1)
	an
amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses
were deducted in computing such Consolidated Net Income; plus



	(2)
	provision
for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing
such Consolidated Net Income; plus



	(3)
	consolidated
interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (excluding any interest
attributable to 



6







 


Dollar-Denominated
Production Payments but including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations,
to the extent that any such expense was deducted in computing such Consolidated Net Income; plus 



	(4)
	depreciation,
depletion and amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), impairment and
other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of
a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion and amortization, impairment and
other non-cash expenses were deducted in computing such Consolidated Net Income; plus



	(5)
	unrealized
non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent such losses were deducted in computing such
Consolidated Net Income; minus



	(6)
	non-cash
items increasing such Consolidated Net Income for such period, other than items that were accrued in the ordinary course of business (to the extent included in
determining Consolidated Net Income); and minus



	(7)
	the
sum of (x) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments and
(y) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar- Denominated Production Payments, 




in
each case, on a consolidated basis and determined in accordance with GAAP. 




        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and
its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: 



	(1)
	the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included, but only to the extent of
the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;



	(2)
	the
Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that
Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or
any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members;



	(3)
	the
cumulative effect of a change in accounting principles will be excluded;



	(4)
	income
resulting from transfers of assets (other than cash) between such Person or any of its Restricted Subsidiaries, on the one hand, and an Unrestricted Subsidiary, on the other
hand, will be excluded; 



7







 



	(5)
	any
gain (loss) realized upon the sale or other disposition of any property, plant or equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any
sale and leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of
any Person will be excluded;



	(6)
	any
extraordinary gain or loss will be excluded;



	(7)
	any
asset impairment writedowns on Oil and Gas Properties under GAAP or Commission guidelines will be excluded; and



	(8)
	any
unrealized non-cash gains or losses or charges in respect of hedge or non-hedge derivatives (including those resulting from the application of
FAS 133) will be excluded. 




In
addition, notwithstanding the preceding, for the purposes of Section 3.4 only, there shall be excluded from Consolidated Net Income any
nonrecurring charges relating to any premium or penalty paid, write-off of deferred finance costs or other charges in connection with redeeming or retiring any Indebtedness prior to its
Stated Maturity. 


        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who: 



	(1)
	was
a member of such Board of Directors on the date of this Indenture; or



	(2)
	was
nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such
nomination or election. 




        "Company" has the meaning ascribed to it in the first introductory paragraph of this Indenture. 


        "Credit Agreement" means that certain Credit Agreement, dated as of November 4, 2004, among the Company, the Guarantors, the
financial institutions parties thereto, Bank of Montreal, as Administrative Agent, and Harris Nesbitt Corp., as Arranger, providing for revolving credit borrowings, including any related notes,
Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced (including
through capital markets transactions) from time to time. 


        "Credit Facilities" means, (i) the Credit Agreement and (ii) one or more other debt facilities or commercial paper
facilities, in case of clause (ii) with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, as provided for in one or more
agreements or instruments, in each case as amended, restated, modified, supplemented, increased, renewed, refunded, replaced (including replacement after the termination of such credit facility),
supplemented, restructured or refinanced (including through capital markets transactions) in whole or in part from time to time in one or more agreements or instruments. 


        "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 


        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. 


        "Definitive Note" means a certificated Note registered in the name of the Holder thereof and issued in accordance with  Section 2.1 hereof, in the form of
Exhibit A hereto except that such Note shall not bear
the Global Note legend specified in Section 2.1(d)(B). 


8







 

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase
or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 3.4. 



        "Distribution Compliance Period" means the 40-day restricted period as defined in Regulation S. 


        "Dollar-Denominated Production Payments" means production payment obligations recorded as liabilities in accordance with GAAP, together
with all undertakings and obligations in connection therewith. 


        "Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Foreign Subsidiary. 



        "DTC" means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution
hereinafter appointed by the Company. 


        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security
that is convertible into, or exchangeable for, Capital Stock). 


        "Equity Offering" means any public or private sale of Capital Stock (other than Disqualified Stock and the sale of Capital Stock upon the
exercise of options and other rights under the Company's equity incentive plans) made for cash on a primary basis by the Company after the date of this Indenture. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Exchange Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


        "Existing Indebtedness" means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than
Indebtedness incurred under clauses (3) and (6) of Section 3.3(b)) in existence on the date of this Indenture, until such amounts
are repaid. 


        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any four-quarter reference period, the ratio of
the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period; provided, however, that: 



	(1)
	if
the Company or any Restricted Subsidiary:



	(a)
	has
incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the
Fixed Charge Coverage Ratio is an incurrence of Indebtedness, Consolidated Cash Flow and Fixed Charges (taking into account any interest rate agreements applicable to such Indebtedness) for such
period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such
computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be computed based on (i) the average daily balance of such
Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal 






9







 



quarters,
the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or 



	(b)
	has
repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the
transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility
unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated Cash Flow and Fixed Charges for such period will be calculated after giving effect on a pro
forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;






	(2)
	if
since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Sale or if the transaction giving rise to the need to calculate the Fixed
Charge Coverage Ratio is an Asset Sale:



	(a)
	the
Consolidated Cash Flow for such period will be reduced by an amount equal to the Consolidated Cash Flow (if positive) directly attributable to the assets which are the subject of
such Asset Sale for such period or increased by an amount equal to the Consolidated Cash Flow (if negative) directly attributable thereto for such period; and



	(b)
	Fixed
Charges for such period will be reduced by an amount equal to the Fixed Charges directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid,
repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Fixed Charges for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted
Subsidiaries are no longer liable for such Indebtedness after such sale);






	(3)
	if
since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which
becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation
to be made hereunder, including a single asset or all or substantially all of an operating unit, division or line of business, Consolidated Cash Flow and Fixed Charges for such period will be
calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and



	(4)
	if
since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the
beginning of such period) will have made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by
the Company or a Restricted Subsidiary during such period, Consolidated Cash Flow and Fixed Charges for such period will be calculated after giving pro forma effect thereto as if such Asset Sale or
Investment or acquisition of assets occurred on the first day of such period. 



10













 










  
        For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in the reasonable
judgment of a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions and any pro forma expense and cost reductions that have occurred or are
reasonably expected to occur, in the reasonable judgment of the chief financial officer of the Company (regardless of whether those cost savings or operating improvements could then be reflected in
pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any regulation or policy of the Commission related thereto)). If any
Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination
had been the applicable rate for the entire period (taking into account any interest rate agreement applicable to such Indebtedness if such interest rate agreement has a remaining term in excess of
12 months). 


        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of: 



	(1)
	the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (excluding any interest attributable to Dollar-Denominated
Production Payments but including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations; plus



	(2)
	the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus



	(3)
	any
interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus



	(4)
	all
dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on
Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company; plus



	(5)
	the
cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person
(other than the Company) in connection with Indebtedness incurred by such plan or trust; provided, however, that there will be excluded therefrom any such interest expense of any Unrestricted
Subsidiary to the extent the related Indebtedness is not Guaranteed or paid by the Company or any Restricted Subsidiary; 




in
each case, on a consolidated basis and in accordance with GAAP. 


        "Foreign Subsidiary" means any Restricted Subsidiary of the Company that was not formed under the laws of the United States or any state
of the United States or the District of Columbia and that conducts substantially all of its operations outside the United States. 


        "GAAP" means generally accepted accounting principles in the United States, which are in effect on the date of this Indenture, including
those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such 


11







 



other
entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the Indenture will be computed in conformity with GAAP. 


        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which
obligations or guarantee the full faith and credit of the United States of America is pledged. 


        "Guarantee" a guarantee, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters
of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness and any obligation, direct or indirect, contingent or otherwise, of such Person: 



	(1)
	to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or



	(2)
	entered
into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole
or in part); 




provided, however, that the term "Guarantee" will not include endorsements for collection or deposit in
the ordinary course of business. When used as a verb, "guarantee" has a correlative meaning. 


        "Guarantors" means each of: 



	(1)
	BMC, Ltd.,
Whittier Pipeline Corp. and 217 State Street, Inc.; and



	(2)
	any
other Restricted Subsidiary of the Company that becomes a Guarantor in accordance with the provisions of this Indenture; 




and
their respective successors and assigns. 


        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person incurred in the normal course of
business and consistent with past practices and not for speculative purposes under: 



	(1)
	interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements entered into with one or more financial institutions and designed to protect the Person
or any of its Restricted Subsidiaries entering into the agreement against fluctuations in interest rates with respect to Indebtedness incurred and not for purposes of speculation;



	(2)
	foreign
exchange contracts and currency protection agreements entered into with one or more financial institutions and designed to protect the Person or any of its Restricted
Subsidiaries entering into the agreement against fluctuations in currency exchanges rates with respect to Indebtedness incurred and not for purposes of speculation;



	(3)
	any
commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of oil, natural gas or other
commodities used, produced, processed or sold by that Person or any of its Restricted Subsidiaries at the time; and



	(4)
	other
agreements or arrangements designed to protect such Person or any of its Restricted Subsidiaries against fluctuations in interest rates, commodity prices or currency exchange
rates. 




        "Holder" means a Person in whose name a Note is registered. 


12







 

        "Hydrocarbons" means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous
hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom. 



        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: 



	(1)
	in
respect of borrowed money;



	(2)
	evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);



	(3)
	in
respect of bankers' acceptances;



	(4)
	representing
Capital Lease Obligations and all Attributable Debt;



	(5)
	representing
the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or



	(6)
	representing
any Hedging Obligations, 




if
and to the extent any of the preceding items (other than Attributable Debt, letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person
prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person (including, with respect to any Production
Payment, any warranties or Guarantees of production or payment by such Person with respect to such Production Payment, but excluding other contractual obligations of such Person with respect to such
Production Payment). Subject to the preceding sentence, neither Dollar-Denominated Production Payments nor Volumetric Production Payments shall be deemed to be Indebtedness. 


        The
amount of any Indebtedness outstanding as of any date will be: 



	(1)
	the
accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



	(2)
	in
the case of any Hedging Obligation, the termination value of the agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such date;
and



	(3)
	the
principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness. 




        The
amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. 



        In
addition, "Indebtedness" of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if: 



	(1)
	such
Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a "Joint Venture");



	(2)
	such
Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a "General Partner"); and 



13







 



	(3)
	there
is recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person;
and then such Indebtedness shall be included in an amount not to exceed:



	(a)
	the
lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to
the property or assets of such Person or a Restricted Subsidiary of such Person; or



	(b)
	if
less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary
of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount and the related interest expense shall be included in Fixed Charges to the extent actually paid by such
Person or its Restricted Subsidiaries. 









        "Indenture" means this Indenture as amended or supplemented from time to time. 



        "Independent Investment Banker" means Lehman Brothers Inc. or Harris Nesbitt Corp. and their respective successors, at the
Company's option, or, if such firms or the successors, if any, to such firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Company. 


        "Initial Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 


        "Investment" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates)
in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary
course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP; provided that endorsements of negotiable instruments and documents in the ordinary course of business shall in each case not be deemed to be an
Investment. 


        For
purposes of Section 3.4: 



	(1)
	"Investment"
will include the portion (proportionate to the Company's Equity Interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market
value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation
of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the
Company's "Investment" in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company's Equity Interest in such Subsidiary) of the fair market value of
the net assets (as determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and



	(2)
	any
property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the
Board of Directors of the Company. 






        If
the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such entity is no longer a Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair
market value (as 


14







 

determined
by the Board of Directors of the Company in good faith) of the Capital Stock of such Subsidiary not sold or disposed of. 


        "Issue Date" means December 20, 2004. 



        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction
other than a precautionary financing statement not intended as a security agreement. 



        "Make-Whole Price" means an amount equal to the greater of: 



	(1)
	100%
of the principal amount of the Notes to be redeemed; and



	(2)
	the
sum of the present values of (A) the redemption price of the Notes at December 15, 2008 and (B) the remaining scheduled payments of interest from the
Redemption Date to December 15, 2008 (not including any portion of such payments of interest accrued as of the Redemption Date) discounted back to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, 




        plus,
in the case of both (1) and (2), accrued and unpaid interest and Additional Interest, if any, to the Redemption Date. Unless the Company defaults in payment of the
Make-Whole Price, on and after the applicable Redemption Date, interest will cease to accrue on the Notes to be redeemed. 


        "Material Change" means an increase or decrease (excluding changes that result solely from changes in prices and changes resulting from
the incurrence of previously estimated future development costs) of more than 25% during a fiscal quarter in the discounted future net revenues from proved crude oil and natural gas reserves of the
Company and its Restricted Subsidiaries, calculated in accordance with clause (a)(i) of the definition of Adjusted Consolidated Net Tangible Assets; provided, however, that the following
will be excluded from the calculation of Material Change: 



	(1)
	any
acquisitions during the fiscal quarter of oil and gas reserves that have been estimated by independent petroleum engineers and with respect to which a report or reports of such
engineers exist; and



	(2)
	any
disposition of properties existing at the beginning of such fiscal quarter that have been disposed of in compliance with  Section 3.7. 




        "Minority Interest" means the percentage interest represented by any shares of stock of any class of Capital Stock of a Restricted
Subsidiary of the Company that are not owned by the Company or a Restricted Subsidiary of the Company. 


        "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection
with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credits or deductions and any tax sharing arrangements). 


15







 

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and
before any reduction in respect of preferred stock dividends, excluding, however: 



	(1)
	any
gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries; and



	(2)
	any
extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). 




        "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset
Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of: 



	(1)
	all
legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local
taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;



	(2)
	all
payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon such assets, or which must by its terms,
or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;



	(3)
	all
distributions and other payments required to be made to holders of Minority Interests in Subsidiaries or joint ventures as a result of such Asset Sale; and



	(4)
	the
deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset
Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale. 




        "Net Working Capital" means (a) all current assets of the Company and its Restricted Subsidiaries except current assets from
commodity price risk management activities arising in the ordinary course of business, less (b) all current liabilities of the Company and its Restricted Subsidiaries, except current
liabilities included in Indebtedness and any current liabilities from commodity price risk management
activities arising in the ordinary course of business, in each case as set forth in the consolidated financial statements of the Company prepared in accordance with GAAP. 


        "Non-Recourse Debt" means Indebtedness: 



	(1)
	as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) is the lender;



	(2)
	no
default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon
notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and



	(3)
	as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries. 



16







 





        "Non-U.S. Person" means a person who is not a U.S. person, as defined in Regulation S. 


        "Notes" has the meaning ascribed to it in the second introductory paragraph of this Indenture. 



        "Note Register" means the register of Notes, maintained by the Registrar, pursuant to  Section 2.3. 


        "Obligations" means any principal, premium, if any, interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization, whether or not a claim for post-filing interest is allowed in such proceeding), penalties, fees, charges, expenses,
indemnifications, reimbursement obligations, damages, Guarantees, and other liabilities or amounts payable under the documentation governing any Indebtedness or in respect thereto. 



        "Offering Memorandum" means the offering memorandum, dated December 15, 2004, prepared in connection with the issuance of the
Initial Notes. 


        "Officer" means the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of the Company. 


        "Officers' Certificate" means a certificate signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company. 


        "Oil and Gas Business" means: 



	(1)
	the
acquisition, exploration, development, operation and disposition of interests in oil, natural gas and other Hydrocarbon properties;



	(2)
	the
gathering, marketing, treating, processing (but not refining), storage, selling and transporting (including the ownership and operation of common carrier pipelines) of any
production from those interests; and



	(3)
	any
activity necessary, appropriate or incidental to the activities described above. 




        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee. 


        "Permitted Business Investment" means Investments made in the ordinary course of, and of a nature that is or shall have become customary
in, the Oil and Gas Business, including through agreements, transactions, interests or arrangements that permit one to share risk or costs, comply with regulatory requirements regarding local
ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas Business jointly with third parties, including without limitation: 



	(1)
	direct
or indirect ownership of crude oil, natural gas, other related hydrocarbon and mineral properties or any interest therein or gathering, transportation, processing, storage or
related systems; and



	(2)
	the
entry into operating agreements, joint ventures, processing agreements, working interests, royalty interests, mineral leases, farm-in agreements, farm-out
agreements, development agreements, production sharing agreements, area of mutual interest agreements, contracts for the sale, transportation or exchange of crude oil and natural gas and related
Hydrocarbons and minerals, unitization agreements, pooling arrangements, joint bidding agreements, service contracts, partnership agreements (whether general or limited), or other similar or customary
agreements, transactions, properties, interests or arrangements and Investments and expenditures in connection therewith or pursuant thereto, in each case made or entered into in the ordinary course
of the Oil and Gas Business, excluding, however, Investments in corporations and publicly-traded limited partnerships. 



17







 





        "Permitted Holders" means Timothy M. Marquez and Bernadette B. Marquez, individually or as Trustees of the Marquez Trust dated
February 26, 2002 and entities 80% or more of the Voting Stock of which is directly or indirectly owned by any of the preceding Persons. 


        "Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in: 



	(1)
	a
Restricted Subsidiary or a Person which will, upon the making of such Investment, become a Restricted Subsidiary;



	(2)
	another
Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company
or a Restricted Subsidiary;



	(3)
	cash
and Cash Equivalents;



	(4)
	receivables
owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business;



	(5)
	payroll,
travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in
the ordinary course of business;



	(6)
	stock,
obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of
judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;



	(7)
	any
acquisition of assets solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Company;



	(8)
	Investments
made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with  Section 3.7;



	(9)
	Investments
in existence on the Issue Date and any renewal or replacement thereof on terms and conditions not materially less favorable than that being renewed or replaced;



	(10)
	Hedging
Obligations permitted to be incurred in compliance with Section 3.3;



	(11)
	any
Investment by the Company or any of its Restricted Subsidiaries, together with all other outstanding Investments pursuant to this clause (11), having an aggregate fair
market value on the date such Investment was made and without giving effect to any subsequent change in value, in an amount not to exceed as of the date of such incurrence, the greater of
(i) $5.0 million and (ii) 21/2% of Adjusted Consolidated Net Tangible Assets;



	(12)
	Guarantees
issued in accordance with Section 3.3;



	(13)
	prepaid
expenses, surety and performance bonds and lease, tax, utilities, workers' compensation, performance and similar deposits made in the ordinary course of business;



	(14)
	Investments
owned by a Person if and when it is acquired by the Company and becomes a Restricted Subsidiary; provided, however, that such Investments are not made in contemplation of
such acquisition;



	(15)
	Permitted
Business Investments;



	(16)
	Investments
in any units of any oil and gas royalty trust; and



	(17)
	advances
by the Company or any Restricted Subsidiary to any of its full-time employees for housing loans and for the payment or relocation expenses which do not exceed
$2.0 million at 



18







 


any
time outstanding in the aggregate to all employees of the Company and its Restricted Subsidiaries. 





        "Permitted Liens" means, with respect to any Person: 



	(1)
	Liens
securing Indebtedness incurred under clauses (1) and (13) of the second paragraph of Section 3.3 and other
related obligations of the Company and the Restricted Subsidiaries under Credit Facilities;



	(2)
	pledges
or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders,
contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each
case incurred in the ordinary course of business;



	(3)
	Liens
imposed by law, including carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a
reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;



	(4)
	Liens
for taxes, assessments or other governmental charges not yet subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings, provided
that appropriate reserves required pursuant to GAAP have been made in respect thereof;



	(5)
	Liens
in favor of the issuers of surety or performance bonds or letters of credit or bankers' acceptances issued pursuant to the request of and for the account of such Person in the
ordinary course of its business, except to the extent that that such letters of credit relate to trade payables and such obligations are not satisfied within 5 Business Days of such incurrence;



	(6)
	encumbrances,
easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership or lease of its properties which do not in the
aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;



	(7)
	Liens
securing Hedging Obligations of the Company and its Restricted Subsidiaries;



	(8)
	leases
and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;



	(9)
	judgment
Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review
of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;



	(10)
	Liens
for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations with respect to, or the repair, improvement or construction
cost of, assets or property acquired or repaired, improved or constructed in the ordinary course of business; provided that:



	(a)
	the
aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under this Indenture and does not exceed the cost of the assets 






19







 



or
property so acquired or repaired, improved or constructed plus fees and expenses in connection therewith; and 



	(b)
	such
Liens are created within 180 days of repair, improvement, construction or acquisition of such assets or property and do not encumber any other assets or property of the
Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto (including improvements);






	(11)
	Liens
arising solely by virtue of any statutory or common law provisions relating to banker's Liens, rights of set-off or similar rights and remedies as to deposit
accounts or other funds maintained or deposited with a depositary institution; provided that:



	(a)
	such
deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations
promulgated by the Federal Reserve Board; and



	(b)
	such
deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depositary institution;






	(12)
	Liens
arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course
of business;



	(13)
	Liens
existing on the Issue Date;



	(14)
	Liens
on property at the time the Company acquired the property, including any acquisition by means of a merger or consolidation with or into the Company; provided, however, that
such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by
the Company or any Restricted Subsidiary;



	(15)
	Liens
on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in
connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided further, however, that such Liens may not extend to any other property owned by the Company or any
Restricted Subsidiary;



	(16)
	Liens
securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or a Guarantor;



	(17)
	Liens
securing the Notes, the Subsidiary Guarantees and other Obligations arising under this Indenture;



	(18)
	Liens
securing Permitted Refinancing Indebtedness of the Company or a Restricted Subsidiary incurred to refinance Indebtedness of the Company or a Restricted Subsidiary that was
previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof)
that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property or assets that is the security for a
Permitted Lien hereunder;



	(19)
	Liens
in respect of Production Payments and Reserve Sales;



	(20)
	Liens
on pipelines and pipeline facilities that arise by operation of law;



	(21)
	farmout,
carried working interest, joint operating, unitization, royalty, sales and similar agreements relating to the exploration or development of, or production from, oil and gas
properties entered into in the ordinary course of business;



	(22)
	Liens
reserved in oil and gas mineral leases for bonus or rental payments and for compliance with the terms of such leases;



	(23)
	Liens
encumbering assets under construction arising from progress or partial payments by a customer of the Company or its Restricted Subsidiaries relating to such assets; 



20













 










 



	(24)
	Liens
arising under this Indenture in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments
governing Indebtedness permitted to be incurred under this Indenture, provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as
such and not for the benefit of the holders of the Indebtedness; and



	(25)
	additional
Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed
$10.0 million at any one time outstanding. 




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



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



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



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



	(4)
	such
Indebtedness is not incurred by a Restricted Subsidiary of the Company if the Company is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased
or refunded; provided, however, that a Restricted Subsidiary that is also a Guarantor may Guarantee Permitted Refinancing Indebtedness incurred by the Company, whether or not such Restricted
Subsidiary was an obligor or guarantor of the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. 




        Notwithstanding
the preceding, any Indebtedness incurred under Credit Facilities pursuant to Section 3.3 shall be subject only to
the refinancing provision in the definition of Credit Facilities and not pursuant to the requirements set forth in the definition of Permitted Refinancing Indebtedness. 


        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company or government or other entity. 


        "Preferred Stock", as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of
any other class of such corporation. 


        "Production Payments" means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments. 


21







 

        "Production Payments and Reserve Sales" means the grant or transfer by the Company or a Restricted Subsidiary of the Company to any Person
of a royalty, overriding royalty, net profits interest, production payment (whether volumetric or dollar denominated), partnership or other interest in oil and gas properties, reserves or the right to
receive all or a portion of the production or the proceeds from the sale of production attributable to such properties, including any such grants or transfers
pursuant to incentive compensation programs on terms that are reasonably customary in the oil and gas business for geologists, geophysicists and other providers of technical services to the Company or
a Subsidiary of the Company. 


        "Redemption Date" when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture. 


        "Reference Treasury Dealer" means Lehman Brothers Inc. or Harris Nesbitt Corp. at the Company's option, and three additional
primary U.S. government securities dealers in New York City (each a "Primary Treasury Dealer") selected by the Company, and its successors (provided,
however, that if any such firm or any such successor, as the case may be, shall cease to be a primary U.S. government securities dealer in New York City, the Company shall substitute therefor another
Primary Treasury Dealer). 


        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee or, at the election of the Trustee, an agent selected by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee or such agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption
Date. 


        "Registered Exchange Offer" has the meaning set forth for such term in the Registration Rights Agreement. 


        "Registration Rights Agreement" means that certain registration rights agreement dated as of the date of this Indenture by and between the
Company, the Guarantors and the initial purchasers set forth therein and future registration rights agreements with respect to Additional Notes. 


        "Restricted Investment" means an Investment other than a Permitted Investment. 


        "Restricted Notes" means Notes bearing the Private Placement Legend. 


        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. 


        "sale and leaseback transaction" means an arrangement relating to property now owned or hereafter acquired whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. 



        "Secured Indebtedness" means Indebtedness that is secured by a Lien on the property or assets of the relevant obligor. 


        "Securities Act" means the Securities Act of 1933, as amended. 


        "Senior Debt" means: 



	(1)
	all
Indebtedness of the Company or any of its Restricted Subsidiaries outstanding under Credit Facilities and all Hedging Obligations with respect thereto;



	(2)
	any
other Indebtedness of the Company or any of its Restricted Subsidiaries permitted to be incurred under the terms of this Indenture, unless the instrument under which such
Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any Subsidiary Guarantee; and 



22







 



	(3)
	all
Obligations with respect to the items listed in the preceding clauses (1) and (2). 



        Notwithstanding
anything to the contrary in the preceding sentence, Senior Debt will not include: 



	(a)
	any
intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates; or



	(b)
	any
Indebtedness that is incurred in violation of this Indenture. 





For
the avoidance of doubt, "Senior Debt" will not include any trade payables or taxes owed or owing by the Company or any Restricted Subsidiary. 



        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture. 


        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the
payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any
such interest or principal prior to the date originally scheduled for the payment thereof. 



        "Subordinated Obligation" means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter incurred) which is
subordinate or junior in right of payment to the Notes pursuant to a written agreement or any Indebtedness of a Guarantor (whether outstanding on the Issue Date or thereafter incurred) which is
subordinate or junior in right of payment to the Subsidiary Guarantee pursuant to a written agreement, as the case may be. 


        "Subsidiary" of any Person means any corporation, association, partnership, joint venture, limited liability company or other business
entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership and joint venture interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and
one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the
Company. 


        "Subsidiary Guarantee" means any guarantee by a Guarantor of the Company's payment Obligations under this Indenture and on the Notes. 


        "Transactions" means 



	(1)
	the
payment of cash or other consideration in exchange for all of the shares of the Company's Capital Stock held by the Company's stockholders other than the Permitted Holders
pursuant to a short form merger in accordance with Section 253 of the Delaware General Corporation Law, a tender offer or another transaction or series of transactions resulting in the cash out
of some or all of such minority stockholders; and



	(2)
	the
declaration and payment of a special dividend to the Company's stockholder(s) of record on or about the date such dividend is declared, in an aggregate cash amount not to exceed
$35.0 million. 




        "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15  U.S.C.§§ 77aaa 77bbbb), as in effect on
the Issue Date. 


        "Treasury Rate" means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated "H. 15(159)" or any successor publication that is published 


23







 



weekly
by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Stated Maturity, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line
basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. 



        "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 


        "Trust Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this Indenture. 


        "Unrestricted Subsidiary" means: 



	(1)
	any
Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below;
and



	(2)
	any
Subsidiary of an Unrestricted Subsidiary. 




        The
Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through
merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if: 



	(1)
	such
Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other
Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;



	(2)
	all
the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;



	(3)
	such
designation and the Investment of the Company in such Subsidiary complies with Section 3.4;



	(4)
	such
Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the
Company and its Subsidiaries taken as a whole;



	(5)
	such
Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:



	(a)
	to
subscribe for additional Capital Stock of such Person; or 






24







 


	(b)
	to
maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and






	(6)
	on
the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company. 




Any
such designation by the Board of Directors of the Company shall be evidenced for purposes of this Indenture by filing with the Trustee a Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred as of such
date. 


        The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could incur at least $1.00 of additional Indebtedness under  Section 3.3(a)
on a pro forma basis taking into account such designation. 



        "Volumetric Production Payments" means production payment obligations recorded as deferred revenue in accordance with GAAP, together with
all related undertakings and obligations. 


        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled (without regard to the
occurrence of any contingency) to vote in the election of the Board of Directors of such Person. 



        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: 



	(1)
	the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal,
including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the
making of such payment; by



	(2)
	the
then outstanding principal amount of such Indebtedness. 




        Section 1.2.    Other Definitions.    



	Term
 
	 	Defined in Section

	"Additional Restricted Notes"	 	2.1(b)
	"Affiliate Transaction"	 	3.8(a)
	"Agent Member"	 	2.1(e)(iii)
	"Asset Sale Offer"	 	3.7(d)
	"Asset Sale Offer Amount"	 	3.7(e)
	"Asset Sale Offer Period"	 	3.7(e)
	"Asset Sale Payment Date"	 	3.7(e)
	"Authenticating Agent"	 	2.2
	"Certificate of Destruction"	 	2.10
	"Change of Control Offer"	 	3.9
	"Change of Control Payment"	 	3.9
	"Change of Control Purchase Date"	 	3.9
	"Change of Control Settlement Date"	 	3.9






25







 

	"Company Order"	 	2.2
	"Corporate Trust Office"	 	3.14
	"Covenant Defeasance"	 	8.3
	"Defaulted Interest"	 	2.11
	"Event of Default"	 	6.1
	"Excess Proceeds"	 	3.7(c)
	"Exchange Global Note"	 	2.1(b)
	"Funding Guarantor"	 	10.4
	"General Partner"	 	1.1 (definition of "Indebtedness")
	"Global Notes"	 	2.1(b)
	"incur"	 	3.3(a)
	"Joint Venture"	 	1.1 (definition of "Indebtedness")
	"Legal Defeasance"	 	8.2
	"Payment Default"	 	6.1(6)(a)
	"Paying Agent"	 	2.3
	"Permitted Debt"	 	3.3(b)
	"Private Placement Legend"	 	2.1(d)
	"protected purchaser"	 	2.8
	"QIB"	 	2.1(b)
	"Registrar"	 	2.3
	"Regulation S"	 	2.1(b)
	"Regulation S Global Note"	 	2.1(b)
	"Regulation S Note"	 	2.1(b)
	"Resale Restriction Termination Date"	 	2.6(a)
	"Restricted Payment"	 	3.4(a)
	"Rule 144A"	 	2.1(b)
	"Rule 144A Global Note"	 	2.1(b)
	"Rule 144A Note"	 	2.1(b)
	"Securities Custodian"	 	2.1(b)
	"Special Interest Payment Date"	 	2.11(a)
	"Special Record Date"	 	2.11(a)
	"Successor Company"	 	4.1






        Section 1.3.    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the
mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 


        "Commission"
means the SEC. 


        "indenture
securities" means the Notes. 


        "indenture
security holder" means a Holder of a Note. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the Notes means the Company, the Guarantors and any other obligor on the Notes. 



        All
other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by Commission's rule have the meanings assigned to
them by such definitions. 


26







 

        Section 1.4.    Rules of Construction.    Unless the context otherwise requires: 



        (1)   a
term has the meaning assigned to it; 


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


        (3)   "or"
is not exclusive; 


        (4)   "including"
means including without limitation; 


        (5)   words
in the singular include the plural and words in the plural include the singular; 



        (6)   the
principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of
the Company dated such date prepared in accordance with GAAP; and 


        (7)   the
principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or
mandatory repurchase price with respect to such Preferred Stock, in each case, at the date of determination, whichever is greater. 



ARTICLE II  


The Notes


        Section 2.1.    Form, Dating and Terms.    


        (a)   The
aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in
an aggregate principal amount of $150,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, including, without limitation,  Section 3.3
hereof, Additional Notes and Exchange Notes. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or
in lieu of, other Notes pursuant to Section 2.6, 2.8,  2.9, 5.8 or 9.5 or in connection with an Asset Sale
Offer pursuant to Section 3.7 or a Change of Control Offer pursuant to Section 3.9. 



        With
respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officer's Certificate, the following information: 



        (1)   the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 


        (2)   the
issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and 


        (3)   whether
such Additional Notes shall be Restricted Notes issued in the form of Exhibit A hereto and/or shall be
issued in the form of Exhibit B hereto. 




        The
Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes, the
Additional Notes and the Exchange Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes,
the Additional Notes or the Exchange Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 



        (b)   The
Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated December 15, 2004, among the Company, the Guarantors, Lehman
Brothers Inc. and Harris Nesbitt Corp. and the other initial purchasers named therein. The Initial Notes and any Additional Notes (if issued as Restricted Securities) (the
"Additional Restricted Notes") will be resold 


27







 



initially
only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance
on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act
("Regulation S")) in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes thereafter be transferred to, among
others, QIBs and purchasers in reliance on Regulation S in accordance with the procedure described herein. 


        Initial
Notes and Additional Restricted Notes offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the
"Rule 144A Notes") shall be issued in the form of a permanent global Note, without interest coupons, substantially in the form of
Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in  Section 2.1(d) (the "Rule 144A
Global Note"), deposited with the Trustee, as custodian for
DTC or its nominee (the "Securities Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The
Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The
aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as
hereinafter provided. 


        Initial
Notes and Additional Notes offered and sold outside the United States of America (the "Regulation S Notes") in reliance on
Regulation S shall be issued in the form of a permanent global Note, without interest coupons, substantially in the form of Exhibit A (the
"Regulation S Global Note") deposited with the Trustee as Securities Custodian, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a
single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as
custodian for DTC or its nominee, as hereinafter provided. 


        Exchange
Notes exchanged for interests in the Rule 144A Notes and the Regulation S Notes will be issued in the form of a permanent global Note, without interest coupons,
substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee
as hereinafter provided, including the appropriate legend set forth in Section 2.1(d) (the "Exchange Global
Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a
single certificate. 


        The
Rule 144A Global Note, the Regulation S Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global
Notes." 


        If
a Holder has given wire transfer instructions to the Company, the Company will, or if the Company is not then the Paying Agent, the Company will cause the Paying Agent to, pay all
principal, interest, Additional Interest, if any, and premium, if any, on that Holder's Notes in accordance with the instructions; all other payments of the principal of (and premium, if any),
interest and Additional Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose pursuant to Section 2.3; provided,
however, that, at the option of the Company, each installment of interest and Additional Interest, if any, may be paid by check mailed to addresses of
the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global Note (including principal, premium and interest and Additional
Interest, if any) will be made by wire transfer of immediately available funds to the accounts specified by DTC. 


        The
Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on  Exhibit A and Exhibit B and in  Section 2.1(d). The Company 


28







 



shall
approve the forms of the Notes and any notation, endorsement or legend on them. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in  Exhibit A and
Exhibit B are part of the terms of this Indenture and, to the extent
applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 



        (c)    Denominations.    The Notes shall be issuable only in fully registered form, without coupons, and only in
denominations of $1,000 and any integral multiple thereof. 


        (d)    Legends.    Unless and until (i) an Initial Note or an Additional Restricted Note is sold under an
effective registration statement or (ii) an Initial Note or an Additional Restricted Note is exchanged for an Exchange Note in connection with an effective registration statement, in each case
pursuant to the Registration Rights Agreement or a similar agreement, 


        (A)  the
Initial Note or Additional Restricted Note, as the case may be, shall bear the following legend (the "Private Placement
Legend") on the face thereof: 


THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED
THAT THE COMPANY, THE TRUSTEE AND 


29







 



THE
REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THE NOTE IS
COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT" 


        (B)  The
Global Notes, whether or not an Initial Note, shall bear the following legend on the face thereof: 



"UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." 




        (e)    Book-Entry Provisions    



        (i)    This  Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.



        (ii)    Each
Global Note initially shall (x) be registered in the name of DTC for such Global Note or the nominee of DTC, (y) be delivered to the Trustee as
custodian for DTC and (z) bear legends as set forth in Section 2.1(d). 


        (iii)    Members
of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any
Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC may be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC
governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. 


        (iv)    In
connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (f) of this Section 2.1 to beneficial
owners who are required to hold Definitive Notes, the
Securities Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in
the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount. 


30









 










  
        (v)    In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (f) of this Section 2.1, such Global Note shall be
deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 


        (vi)    The
registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 


        (f)    Definitive Notes.    (i) Except as provided below, owners of beneficial interests in Global Notes will
not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests
in a Global Note upon written request in accordance with DTC's and the Registrar's procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Note if (a) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency
registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within
90 days of such notice or (b) an Event of Default has occurred and is continuing and the Trustee has received a request from DTC. 


        (i)    Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(iv) or  (v) shall, except as otherwise provided by
Section 2.6(c), bear the Private Placement Legend set
forth in Section 2.1(d). 


        (ii)    In
connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the Trustee shall cancel such Definitive Note, and the
Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. 


        Section 2.2.    Execution and Authentication.    One Officer of the Company shall sign the Notes for the
Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless,
after giving effect to any exchange of Initial Notes for Exchange Notes. 


        A
Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note
has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. 


        At
any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for
original issue on the Issue Date in an aggregate principal amount of $150,000,000, (2) Additional Notes for original issue and (3) Exchange Notes for issue only in an exchange offer
pursuant to the Registration Rights Agreement, and only in exchange for Initial Notes or Additional Notes of an equal principal amount, in each case upon a written order of the Company signed by two
Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company
Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional Notes
or Exchange Notes. 


        The
Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. Unless
limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by the Authenticating Agent. 


31








 

        In
case the Company or any Guarantor, pursuant to Article IV or  Section 10.2, shall be consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any Company or any Guarantor shall
have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee
pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other
disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may
be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to
this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the
Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. 


        Section 2.3.    Registrar and Paying Agent.    The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Notes may be presented for payment (the
"Paying Agent"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The
City of New York. The Registrar shall keep a register of the Notes and of their transfer and exchange (the "Note Register"). The Company may have one or
more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. 


        The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms
of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to  Section 7.7. The Company or any of its Restricted
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. 


        The
Company initially appoints the Trustee as Registrar and Paying Agent for the Notes. 


        Section 2.4.    Paying Agent to Hold Money in Trust.    By no later than 11:00 a.m. (New York City time)
on the date on which any principal of, premium, if any, on or interest and Additional Interest, if any, on, any Note is due and payable, the Company shall deposit with the Paying Agent a sum
sufficient in immediately available funds to pay such principal, premium, interest and Additional Interest, if any, when due. The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by such Paying Agent for the payment of principal of, or premium, if any, on,
and interest and Additional Interest, if any, on, the Notes and shall notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment. If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the
Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee
shall serve as Paying Agent for the Notes. 


32







 

        Section 2.5.    Holder Lists.    The Trustee shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Company shall furnish to the
Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders. 


        Section 2.6.    Transfer and Exchange.    


        (a)    The
following provisions shall apply with respect to any proposed transfer of a Rule 144A Note prior to the date which is two years after the later of the date of
its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the "Resale Restriction
Termination Date"): 


        (i)    a
transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the
reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from registration provided by Rule 144A; and 


        (ii)    a
transfer of a Rule 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee, the
delivery of an opinion of counsel, certification and/or other information satisfactory to each of them. 



        (b)    The
following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Distribution Compliance Period: 


        (i)    a
transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on
the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying
upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and 


        (ii)    a
transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a
certificate substantially in the form set forth in Section 2.7 from the proposed transferee and, if requested by the Company or the Trustee,
receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them. 



        After
the expiration of the Distribution Compliance Period, interests in the Regulation S Note may be transferred without requiring the certification set forth in  Section 2.7 or any additional
certification. 


        (c)    Private Placement Legend.    Upon the transfer, exchange or replacement of Notes not bearing a Private
Placement Legend, the Registrar shall deliver Notes that do not bear a Private Placement Legend unless such transferee is an affiliate (as defined in Rule 144) of the Company. Upon the
transfer, exchange or replacement of Notes bearing a Private Placement Legend, the Registrar shall 


33







 



deliver
only Notes that bear a Private Placement Legend unless there is delivered to the Registrar an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer
are required in order to maintain compliance with the provisions of the Securities Act. 


        (d)    The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The
Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the
Registrar. 


        (e)    Obligations with Respect to Transfers and Exchanges of Notes.    


        (i)    To
permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute, and the Trustee
shall authenticate, Definitive Notes and Global Notes at the Registrar's or co-registrar's request. 



        (ii)    No
service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer
tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer
pursuant to Sections 3.7, 3.9, 5.8 or  9.5). 


        (iii)    The
Registrar or co-registrar shall not be required to register the transfer or exchange of (i) any Notes selected for redemption (except in the
case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Notes for a period beginning 15 days before a selection of Notes to be redeemed. 


        (iv)    Prior
to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may
deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, on and interest and Additional
Interest, if any, on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any
co-registrar shall be affected by notice to the contrary. 


        (v)    Any
Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall,
except as otherwise provided by Section 2.6(c), bear the Private Placement Legend set forth in  Section 2.1(d). 



        (vi)    All
Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under
this Indenture as the Notes surrendered upon such transfer or exchange. 


        (f)    No Obligation of the Trustee    


        (i)    The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to
the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other Note or property) under or
with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of
the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the
applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial
owners. 


34







 

        (ii)    The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the
same to determine substantial compliance as to form with the express requirements hereof. 


        Section 2.7.    Form of Certificate to be Delivered in Connection with Transfers Pursuant to
Regulation S.    


[Date]



Venoco, Inc.

c/o U.S. Bank National

    Association, as Trustee

950 17th Street, Suite 300

Denver, Colorado 80202

Attention: Corporate Trust Services 



	Re:
	Venoco, Inc.
 8.75% Senior Notes due 2011 (the "Notes")




Ladies
and Gentlemen: 


        In
connection with our proposed sale of $                        aggregate principal amount of the Notes, we confirm that such sale
has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we represent that: 



        (a)    the
offer of the Notes was not made to a person in the United States; 


        (b)    either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed
that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we
nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 



        (c)    no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable; 


        (d)    the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and 


        (e)    we
have advised the transferee of the transfer restrictions applicable to the Notes. 



        You
and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal
proceedings 


35







 



or
official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 



	 	 	Very truly yours,
	

 	
 	

[Name of Transferor]
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	
	 	 
	

 	
 	

 Authorized Signature	
 	

 





        Section 2.8.    Mutilated, Destroyed, Lost or Wrongfully Taken Notes.    If a mutilated Note is surrendered to
the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the
requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee
prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a "protected
purchaser") and (c) satisfies any other reasonable requirements of the Trustee. If required
by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Company or the Trustee that such Note has been
acquired by a protected purchaser, the Company shall execute and, upon a Company Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in
lieu of any such destroyed, lost or wrongfully taken Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. 


        In
case any such mutilated, destroyed, lost or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note,
pay such Note. 


        Upon
the issuance of any new Note under this Section 2.8, the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith. 



        Every
new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or wrongfully taken Note shall constitute an original additional contractual obligation of the
Company, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or wrongfully taken Note shall be at any time enforceable by anyone, and
shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 


        The
provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes. 



        Section 2.9.    Outstanding Notes.    Notes outstanding at any time are all Notes authenticated by the Trustee
except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.9 as not outstanding. A Note ceases
to be outstanding in the event the Company or a Subsidiary of the Company holds the Note, provided,  however, that (i) for purposes of determining



36







 



which
are outstanding for consent or voting purposes hereunder, the provisions of Section 12.6 shall apply and (ii) in determining whether
the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or
have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote,
only Notes which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. 



        If
a Note is replaced pursuant to Section 2.8, it ceases to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a protected purchaser. 


        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, if any, and
interest and Additional Interest, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited
from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them
ceases to accrue. 


        Section 2.10.    Cancellation.    The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes
surrendered for registration of transfer, exchange, payment or cancellation and destroy such Notes in accordance with its internal policies, including delivery of a certificate (a
"Certificate of Destruction") describing such Notes disposed (subject to the record retention requirements of the Exchange Act). The Company may not
issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. 


        Section 2.11.    Payment of Interest; Defaulted Interest.    Interest and Additional Interest, if any, on any
Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at
the close of business on the regular record date for such interest at the office or agency of the Company maintained for such purpose pursuant to  Section 2.3. 


        Any
interest and Additional Interest, if any, on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of
30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate
borne by the Notes (such defaulted interest and interest thereon herein collectively called "Defaulted Interest") shall be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below: 



        (a)    The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the
close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the "Special
Interest Payment Date"), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the "Special Record Date")
for the payment of such Defaulted Interest, which date shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, 


37







 



and
in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be
given in the manner provided for in Section 12.2, not less than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to
the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the
following clause (b). 


        (b)    The
Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment
shall be deemed practicable by the Trustee. 


        Subject
to the foregoing provisions of this Section 2.11, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other
Note shall carry the rights to interest and Additional Interest, if any, each as accrued and unpaid, and to accrue, which were carried by such other Note. 



        Section 2.12.    Computation of Interest.    Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months. 


        Section 2.13.    CUSIP Numbers.    The Company in issuing the Notes may use "CUSIP" numbers (if then generally
in use) and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided,  however, that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such CUSIP numbers. The Company shall promptly notify the Trustee in writing of any change in the
CUSIP numbers. 


ARTICLE III  


Covenants


        Section 3.1.    Payment of Notes.    The Company shall promptly pay the principal of, premium, if any, on, and
interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, interest and Additional Interest, if
any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture immediately available funds sufficient to pay all principal,
premium, interest and Additional Interest, if any, then due and the Trustee or Paying Agent, as the case may be, is not prohibited from paying money to the Holders on that date pursuant to the terms
of this Indenture. 


        The
Company shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful. 


        Notwithstanding
anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal or interest payments hereunder. 


        Section 3.2.    Reports.    Whether or not required by the Commission, so long as any Notes are outstanding,
the Company will file with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a 


38







 



filing),
and the Company will furnish to the Trustee and, upon its request, to any of the Holders of Notes, within five Business Days of filing, or attempting to file, the same with the Commission: 


        (a)    all
quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of
Operations"
and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and 


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


        Notwithstanding
the foregoing, the Company may satisfy such requirements prior to the earlier of 270 days after the Issue Date or the effectiveness of the registration statement
contemplated by the Registration Rights Agreement by filing on or before 270 days after the Issue Date with the Commission such registration statement, to the extent that any such registration
statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act. 


        If
the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a
reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of
Operations", of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted
Subsidiaries of the Company. 


        In
addition, the Company and the Guarantors shall, for so long as any Notes remain outstanding, furnish to the Holders and to securities analysts and prospective investors in the Notes,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 


        Section 3.3.    Incurrence of Indebtedness and Issuance of Preferred Stock.    


        (a)    The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), neither
the Company nor any Restricted Subsidiary will issue any Disqualified Stock, and neither the Company nor any Guarantor shall issue any shares of Preferred Stock; provided, however, that the Company
and any Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for
which internal financial statements are available immediately preceding the date on which such additional Indebtedness or such Disqualified Stock is issued would have been at least 2.5 to 1.0,
determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or Disqualified Stock had been issued, as the
case may be, at the beginning of such four-quarter period. 


        (b)    The
provisions of Section 3.3(a) hereof shall not prohibit the incurrence of any of the following items of
Indebtedness (collectively, "Permitted Debt"): 



        (1)    the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness (including letters of credit) under one or more Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and
its Restricted 



39







 

Subsidiaries
thereunder) not to exceed an amount equal to the greater of (i) $50,000,000 or (ii) 20% of Adjusted Consolidated Net Tangible Assets determined as of the date of the
incurrence of such Indebtedness; 


        (2)    the
incurrence by the Company or any of its Restricted Subsidiaries of the Existing Indebtedness; 



        (3)    the
incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of this
Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to any Registration Rights Agreement; 


        (4)    the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of
the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (4), not to exceed $10,000,000 at any time outstanding; 


        (5)    the
incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to
refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under  Section 3.3(a) hereof or clause (2) or (3) of
this Section 3.3(b) or this
clause (5); 


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



	(a)
	if
the Company is the obligor on such Indebtedness and a Guarantor is not the obligee, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes, or if a Guarantor is the obligor on such Indebtedness and neither the Company nor another Guarantor is the obligee, such Indebtedness must be expressly
subordinated to the prior payment in full in cash of all Obligations with respect to the Subsidiary Guarantee of such Guarantor; and



	(b)
	(i) any
subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of
the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company will be deemed, in each case, to
constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); 




        (7)    the
incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; 


        (8)    the
Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or any Guarantor that was permitted to be incurred pursuant to  Section 3.3(a) or pursuant to clause (1), (3),
(4), (6), (7), (9), (11), (12) or (13) of this  Section 3.3(b) or pursuant to clause (5) of this Section 3.3(b) to the extent that
the Permitted Refinancing Indebtedness incurred thereunder directly or indirectly refinances Indebtedness incurred pursuant to Section 3.3(a) or
pursuant to clause (2) or (3) of this Section 3.3(b); and 



40









 










 



        (9)    the
incurrence by the Company or any of its Restricted Subsidiaries of obligations relating to net gas balancing positions arising in the ordinary course of business and
consistent with past practice; 


        (10)    the
incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt, provided,  however, that if any such Indebtedness ceases to be Non-Recourse Debt
of an Unrestricted Subsidiary, such event will be deemed to constitute
an incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (10); 


        (11)    the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety and similar bonds issued for the account of
the Company and any of its Restricted Subsidiaries in the ordinary course of business, including Guarantees and obligations of the Company and any of its Restricted Subsidiaries with respect to
letters of credit supporting such obligations (in each case, other than an obligation for money borrowed); 


        (12)    the
incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries
providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a
Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted
Subsidiaries in connection with such disposition; and 


        (13)    the
incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at
any time outstanding, not to exceed the greater of $20,000,000 or 5% of Adjusted Consolidated Net Tangible Assets determined as of the date of the incurrence of such Indebtedness. 




        For
purposes of determining compliance with this Section 3.3, in the event that an item of Indebtedness (including Acquired Debt)
meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (13) of Section 3.3(b)
above, or is entitled to be incurred pursuant to Section 3.3(a) above, the Company will be permitted to classify (or later classify or reclassify
in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with this covenant. 


        The
accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms,
and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted
value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is
more than 30 days past due, in the case of any other Indebtedness. 


        In
addition, the Company will not permit any of its Unrestricted Subsidiaries to incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse
Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such
date (and, if such Indebtedness is not permitted to be incurred as of such date under this Section 3.3, the Company shall be in Default of this  Section 3.3). 


        For
purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness
denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first
committed, in the case 


41







 



of
revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S.
dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed
not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced (plus all accrued interest on the
Indebtedness being refinanced and the amount of all expenses and premiums incurred in connection therewith). Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness
that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The
principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency
exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 


        Section 3.4.    Restricted Payments.    



        (a)    The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: 



        (1)    declare
or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests or to the
direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other
than Disqualified Stock) of the Company or payable to the Company or a Restricted Subsidiary of the Company); 



        (2)    purchase,
redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any
Equity Interests of the Company or any direct or indirect parent of the Company; 


        (3)    make
any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the
Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or 



        (4)    make
any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as
"Restricted Payments"), 




unless,
at the time of and after giving effect to such Restricted Payment: 



	(1)
	no
Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;



	(2)
	the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to
the Fixed Charge Coverage Ratio test set forth in Section 3.3(a) above; and



	(3)
	such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of this Indenture
(excluding Restricted Payments permitted by clauses (2), (3), (6), (7) and (9) of Section 3.4(b) below), is less than the sum,
without duplication, of:



	(a)
	50%
of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter commencing October 1, 2004 to the end
of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is
a deficit, less 100% of such deficit); plus 






42







 


	(b)
	100%
of the aggregate Net Cash Proceeds received by the Company (including the fair market value of any Additional Assets to the extent acquired in consideration of Equity Interests
of the Company (other than Disqualified Stock)) since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than
Disqualified Stock) (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar
trust to the extent such sale to an employee stock ownership plan, option plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans
have been repaid with cash on or prior to the date of determination); plus



	(c)
	the
amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the
Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or other property, distributed
by the Company upon such conversion or exchange); plus



	(d)
	the
amount equal to the net reduction in Restricted Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from:



	(i)
	repurchases
or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to a purchaser other than the
Company or a Subsidiary, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary of the
Company; or



	(ii)
	the
redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of
"Investment") not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary, 










which
amount in each case under this clause (d) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under this
clause (d) to the extent it is already included in Consolidated Net Income. 






        (b)    So
long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit: 



        (1)    the
payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied
with the provisions of this Indenture; 


        (2)    the
redemption, repurchase, retirement, defeasance or other acquisition of any Subordinate Obligations of the Company or any Guarantor or of any Equity Interests of the
Company in exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified
Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is
financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that
(a) such purchase or redemption will be excluded in subsequent calculations of the amount of Restricted Payments and (b) the Net Cash Proceeds from such sale will be excluded from
clause (3)(b) of Section 3.4(a); 



43







 

        (3)    any
defeasance, retirement, purchase, redemption or other acquisition of Subordinated Obligations of the Company or any Guarantor, as the case may be, made by exchange
for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Company) of, Subordinated Obligations of the Company or any Subsidiary Guarantor, as the
case may be, that qualify as Permitted Refinancing Indebtedness, provided that the obligors on such new Subordinated Obligations shall not include obligors that were not obligors on the Subordinated
Obligations being defeased, retired, repurchased, redeemed or acquired; provided, however, that such defeasance, retirement, purchase, redemption or acquisition will be excluded in subsequent
calculations of the amount of Restricted Payments; 


        (4)    in
the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or
retirement of Subordinated Obligations of the Company or any Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such Subordinated Obligations, plus any
accrued and unpaid interest therein; provided, however, that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company (or a third party to the extent
permitted by the Indenture) has made a Change of Control Offer with respect to the Notes as a result of such Change of Control and has repurchased all Notes validly tendered and not withdrawn in
connection with such Change of Control Offer; provided further, however, that such repurchase and other acquisitions shall be included in the calculation of the amount of Restricted Payments; 


        (5)    in
the event of an Asset Sale that requires the Company to offer to repurchase Notes pursuant to the covenant described under  Section 3.7 hereof, and if no Default shall have occurred and be
continuing, the payment, purchase, redemption, defeasance or other acquisition
or retirement of Subordinated Obligations of the Company or any Subsidiary Guarantor, in each case, at a purchase price not greater than 100% of the principal amount (or, if such Subordinated
Obligations were issued with original issue discount, 100% of the accreted value) of such Subordinated Obligations, plus any accrued and unpaid interest thereon;
provided, however, that (A) prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Company has made an
Asset Sale Offer with respect to the Notes pursuant to the provisions of the covenant described under Section 3.7 hereof; provided
further, however, that such repurchases and other acquisitions shall be included in the calculation of the amount of Restricted Payments); 


        (6)    the
payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis; 



        (7)    the
repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any
current or former director or employee of the Company or any of its Restricted Subsidiaries pursuant to any director or employee equity subscription agreement or plan, stock option agreement or
similar agreement or plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,000,000 in any twelve-month period;
provided, that such payments will be excluded from any subsequent calculation of the amounts of Restricted Payments; provided further that such amount in any twelve-month period may be increased in an
amount not to exceed (a) the cash proceeds from the issue or sale of Equity Interests (other than Disqualified Stock) to any such officers, directors, employees or consultants that occurs after
the Issue Date to the extent proceeds from the issue or sale of such Equity Interests have not otherwise been applied to make Restricted Payments plus (b) the cash proceeds of key man life
insurance received by the Company or its Restricted Subsidiaries after the Issue Date; 



44







 

        (8)    the
acquisition of Equity Interests by the Company in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise; 


        (9)    payments
made in connection with the consummation of the Transactions on substantially the terms described in the Offering Memorandum; 


        (10)    the
payment of cash in lieu of fractional shares of Capital Stock in connection with any transaction otherwise permitted under this covenant; and 



        (11)    other
Restricted Payments in an aggregate amount since the date of this Indenture not to exceed $10,000,000. 




        (c)    The
amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be
valued by this covenant will be determined by the Board of Directors, whose determination shall be evidenced by a Board Resolution. The Board of Directors' determination must be based upon an opinion
or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $10,000,000. Not later than the date of making any Restricted Payment
(excluding any Restricted Payment described in the preceding clause (2), (3), (4), (5), (7), (8) or (11) of Section 3.4(b)
above) the Company will deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this
"Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by this Indenture. 


        Section 3.5.    Liens.    The Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur or permit to exist any Lien (other than Permitted Liens) upon any of its property or assets (whether now owned or hereafter acquired), unless: 


        (a)    in
the case of any Lien securing Subordinated Obligations of the Company or a Subsidiary Guarantor, the Notes or Subsidiary Guarantee, as applicable, are secured by a
Lien on such property or assets on a senior basis to the Subordinated Obligations so secured until such time as such Subordinated Obligations are no longer so secured by that Lien; and 


        (b)    in
the case of any other Lien (other than a Permitted Lien) securing Indebtedness, the Notes or Subsidiary Guarantees, as applicable, are secured by a Lien on such
property or assets on an equal and ratable basis with the Senior Debt so secured until such time as such Senior Debt is no longer so secured by that Lien. 


        Section 3.6.    Dividend and Other Payment Restrictions Affecting Subsidiaries.    


        (a)    The
Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to: 



        (1)    pay
dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or pay any Indebtedness or other obligations
owed to the Company or any of its Restricted Subsidiaries; 


        (2)    make
loans or advances to the Company or any of its Restricted Subsidiaries; or 


        (3)    transfer
any of its properties or assets to the Company or any of its Restricted Subsidiaries. 



45







 

        (b)    However,
the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: 



        (1)    agreements
governing Existing Indebtedness and Credit Facilities as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of
this Indenture; 


        (2)    this
Indenture, the Notes and the Subsidiary Guarantees; 


        (3)    applicable
law; 


        (4)    any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired,
provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred; 


        (5)    any
restriction that restricts in a customary manner the subletting, assignment or transfer of any property, right or asset that is subject to a lease, license or
similar contract, or the assignment or transfer of any such lease, license or other similar contract; 


        (6)    purchase
money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in
clause (3) of Section 3.6(a) above; 


        (7)    any
restriction with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale
or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale
or disposition; 


        (8)    Permitted
Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more
restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; 


        (9)    encumbrances
or restrictions in instruments evidencing Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary
was acquired by the Company; provided, however, that such encumbrances or restrictions are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; 



        (10)    Indebtedness
permitted under this Indenture containing encumbrances or restrictions that taken as a whole are not materially more restrictive (as determined in good
faith by the Board of Directors of the Company) than the encumbrances and restrictions otherwise contained in this Indenture; 


        (11)    encumbrances
or restrictions contained in Hedging Obligations permitted from time to time under this Indenture; 


        (12)    encumbrances
securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under Section 3.5 that limit the right of
the debtor to dispose of the assets subject to such Liens; 



46







 

        (13)    provisions
with respect to the disposition or distribution of assets or property in joint venture agreements, agreements respecting Permitted Business Investments and
other similar agreements entered into in the ordinary course of business; and 


        (14)    restrictions
on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. 




        Section 3.7.    Assets Sales.    


        (a)    The
Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: 



        (1)    the
Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value (as
determined by the Company's Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of; 


        (2)    such
determination of fair market value shall be evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and 



        (3)    at
least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of
the following will be deemed to be cash: 



	(a)
	any
Indebtedness, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or any Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that is assumed by the transferee of any such assets if and only if the Company or such Subsidiary is
released from any further liability; and



	(b)
	any
securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement
periods, converted by the Company or such Subsidiary into cash, to the extent of the cash received in that conversion. 





        (b)    Within
360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply those Net Proceeds at its option
to any combination of the following: 



        (1)    to
repay Senior Debt; 


        (2)    to
acquire all or substantially all of the properties or assets of one or more other Persons primarily engaged in the Oil and Gas Business, and, for this purpose, a
division or line of business of a Person shall be treated as a separate Person; 


        (3)    to
acquire a majority of the Voting Stock of one or more other Persons primarily engaged in the Oil and Gas Business; 


        (4)    to
make one or more capital expenditures; or 


        (5)    to
acquire other long-term assets that are used or useful in the Oil and Gas Business. 




        (c)    Pending
the final application of any Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest
the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding  Section 3.7(b) will
constitute "Excess Proceeds." 



        (d)    On
the 361st day after the Asset Sale (or, at the Company's option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $20,000,000, the Company
will make an offer (an "Asset Sale Offer") to all Holders of Notes, and all holders of other Indebtedness that is pari
passu with 


47







 



the
Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount
of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal
to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement, and will be payable in cash. If the Asset Sale Payment Date is on or after
an interest record date and on or before the related interest payment date, any accrued and unpaid interest (including Additional Interest, if any) will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other  pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on
a pro rata basis on the basis of the aggregate principal amount of tendered Notes and other pari passu Indebtedness. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero. 


        (e)    The
Asset Sale Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable
law (the "Asset Sale Offer Period"). No later than five Business Days after the termination of the Asset Sale Offer Period (the
"Asset Sale Payment Date"), the Company will purchase the principal amount of Notes and other pari passu
Indebtedness required to be purchased pursuant to this covenant (the "Asset Sale Offer Amount") or, if less than the Asset Sale Offer Amount has been so
validly tendered, all Notes and other pari passu Indebtedness validly tendered in response to the Asset Sale Offer. On or before the Asset Sale Payment
Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Notes and other pari passu Indebtedness or portions
thereof so validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes and
other pari passu Indebtedness so validly tendered and not properly withdrawn. The Company will deliver to the Trustee an Officers' Certificate stating
that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this covenant; and, in addition, the Company will make such deliveries of all certificates
and notes as are required by the agreements governing the other pari passu Indebtedness. The Company or the Paying Agent, as the case may be, will
promptly (but in any case not later than five Business Days after the termination of the Asset Sale Offer Period) mail or deliver to each tendering Holder of Notes, an amount equal to the purchase
price of the Notes so validly tendered and not properly withdrawn by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon
delivery of an Officers' Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note
surrendered. In addition, the Company will take any and all other actions required by the agreements governing the other pari passu Indebtedness. Any
Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable
after the Asset Sale Payment Date. 


        (f)    The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the Asset Sale provisions hereunder, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset
Sale provisions hereunder by virtue of such conflict. 


48







 

        (g)    The
Trustee shall be under no obligation to ascertain the occurrence of an Asset Sale, or to determine or calculate Excess Proceeds, the Asset Sale Offer Period, the
Asset Sale Payment Date or the Asset Sale Offer Amount, or give any notice with respect thereto. The Trustee may conclusively assume, in the absence of written notice to the contrary from the Company
or a Holder or Holders of Notes, that no Asset Sale has occurred. 


        Section 3.8.    Transactions with Affiliates.    


        (a)    The
Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the
benefit of, any Affiliate (each, an "Affiliate Transaction"), unless: 




	(1)
	the
Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction by the Company or such Restricted Subsidiary with an unrelated Person; and



	(2)
	the
Company delivers to the Trustee:



	(a)
	with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, a resolution of the Board of
Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors; and



	(b)
	with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20,000,000, a written opinion as to the fairness
to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. 








        (b)    The
following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of  Section 3.8(a) above: 



        (1)    any
Restricted Payment (other than a Restricted Investment) permitted to be made pursuant to Section 3.4; 



        (2)    any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options
and stock ownership plans and other reasonable fees, benefits and indemnities paid or entered into by the Company or its Restricted Subsidiaries in the ordinary course of business to or with officers,
directors or employees of the Company and its Restricted Subsidiaries; 


        (3)    loans
or advances to employees in the ordinary course of business of the Company or any of its Restricted Subsidiaries in an aggregate principal amount at any one time
outstanding not to exceed $2,000,000; 


        (4)    any
transaction between the Company and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries; 


        (5)    the
payment of reasonable and customary fees or compensation paid to, and indemnity or liability insurance provided on behalf of, officers, directors or employees of the
Company or any Restricted Subsidiary of the Company; 


        (6)    any
reasonable employment or severance agreement or other employee compensation agreement, arrangement or plan, or any amendment thereto, entered into by the Company or
any of its Restricted Subsidiaries in the ordinary course of business; 



49









 










 



        (7)    the
performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any written agreement to which the Company or any of its
Restricted Subsidiaries is a party on the Issue Date, as these agreements may be amended, modified or supplemented from time to time; provided, however, that any future amendment, modification or
supplement entered into after the Issue Date will be permitted to the extent that its terms do not materially and adversely affect the rights of any Holders of the Notes (as determined in good faith
by the Board of Directors of the Company) as compared to the terms of the agreements in effect on the Issue Date; 


        (8)    any
issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to, or receipt of capital contribution from, Affiliates (or a Person that thereby
becomes an Affiliate) of the Company; 


        (9)    transactions
between the Company and any Person, a director of which is also a director of the Company; provided, however, that such director abstains from voting as a
director of the Company on any matter involving such other Person; 


        (10)    advances
to or reimbursement of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;
and 


        (11)    the
consummation of the acquisition of Marquez Energy, LLC, a Colorado limited liability company, on the terms described in the Offering Memorandum. 




        Section 3.9.    Change of Control.    If a Change of Control occurs, each Holder of Notes will have the right
to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder's Notes at a purchase price in cash equal to 101% of the principal amount of the
Notes plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (subject to the right of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date that is on or prior to the Change of Control Settlement Date). 



        Within
30 days following any Change of Control, the Company will mail a notice (the "Change of Control Offer") to each registered
Holder with a copy to the Trustee stating: 



	(1)
	that
a Change of Control has occurred and that such Holder has the right to require the Company to purchase such Holder's Notes at a purchase price in cash equal to 101% of the
principal amount of such Notes plus accrued and unpaid interest and Additional Interest, if any, to the date of settlement (the "Change of Control Settlement
Date") (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date that is on or prior to the Change of Control
Settlement Date) (the "Change of Control Payment");



	(2)
	the
purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the "Change of Control
Purchase Date"); and



	(3)
	the
procedures determined by the Company, consistent with this Indenture, that a Holder must follow in order to have its Notes purchased. 




        On
the Change of Control Purchase Date, the Company will, to the extent lawful, accept for payment all Notes or portions of Notes (equal to $1,000 or an integral multiple of $1,000)
properly tendered pursuant to the Change of Control Offer. Promptly thereafter on the Change of Control Settlement Date, the Company will: 



	(1)
	deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 



50







 



	(2)
	deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions of Notes
being purchased by the Company. 




        On
the Change of Control Settlement Date, the Paying Agent will mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. The Company will
publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date. 


        If
the Change of Control Settlement Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Additional
Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender pursuant
to the Change of Control Offer. 


        The
Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the time and otherwise in
compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer. 


        The
Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the
repurchase of Notes pursuant to this Section 3.9. To the extent that the provisions of any securities laws or regulations conflict with
provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations described in this Indenture by virtue
of the conflict. 


        The
Trustee shall be under no obligation to ascertain the occurrence of a Change of Control or to give notice with respect thereto. The Trustee may conclusively assume, in the absence of
written notice to the contrary from the Company, or a Holder or Holders of Notes, that no Change of Control has occurred. 


        Section 3.10.    Future Subsidiary Guarantees.    If the Company or any of its Restricted Subsidiaries acquires
or creates another Domestic Subsidiary after the Issue Date, or if any Restricted Subsidiary that is not already a Guarantor Guarantees any other Indebtedness of the Company after such date, then in
either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it to the Trustee within 20 Business Days
of the date on which it was acquired or created or Guaranteed Indebtedness of the Company, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Company that
have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. 



        Section 3.11.    Sale and Leaseback Transactions.    The Company will not, and will not permit any of its
Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Guarantor may enter into a sale and leaseback transaction if: 



	(1)
	the
Company or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction
under the Fixed Charge Coverage Ratio test set forth in Section 3.3(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant
to the covenant described above in Section 3.5 hereof; 



51







 



	(2)
	the
gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an
Officers' Certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction; and



	(3)
	the
transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described in  Section 3.7 above.





        Section 3.12.    Business Activities.    The Company will not, and will not permit any Restricted Subsidiary
to, engage in any business other than the Oil and Gas Business, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. 


        Section 3.13.    Designation of Restricted and Unrestricted Subsidiaries.    The Board of Directors of the
Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary of the Company is designated
as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed
to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above in  Section 3.4(a)
or represent Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would
be permitted at that time and if the Subsidiary so designated otherwise meets the definition of an Unrestricted Subsidiary. 


        The
Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if
(1) such Indebtedness is permitted under the covenant described above in Section 3.3, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period, and (2) no Default or Event of Default would be in existence following such designation. 


        Section 3.14.    Maintenance of Office or Agency.    The Company will maintain in The City of New York, an
office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Notes and this Indenture may be served. The principal corporate trust office of the Trustee, or if the Trustee's principal corporate trust office is not
located in The City of New York, any other office or agency maintained by the Trustee in The City of New York (the "Corporate Trust Office"), shall be
such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to
receive all such presentations, surrenders, notices and demands. 


        The
Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location
of any such other office or agency. 


52







 

        Section 3.15.    Corporate Existence.    Subject to  Article IV and Section 10.2, the
Company will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) licenses and franchises of the Company and
each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such existence (except the Company), right, license or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the loss
thereof would not have a material adverse effect on the ability of the Company to perform its obligations under the Notes or this Indenture, provided further that the Company and the Guarantors may
merge in accordance with Sections 4.1 and 10.2. 



        Section 3.16.    Payment of Taxes and Other Claims.    The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Restricted Subsidiary or upon the
income, profits or property of the Company or any Restricted Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability
or lien upon the property of the Company or any Restricted Subsidiary, except for any Lien permitted to be incurred pursuant to subsections (3) and (4) of the definition of
"Permitted Liens"; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith
judgment of management of the Company), are being maintained in accordance with GAAP or where the failure to pay or discharge the same would not have a material adverse effect on the ability of the
Company to perform its obligations under the Notes or this Indenture. 


        Section 3.17.    Compliance Certificate.    The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally
have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe
the Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4). 


        Section 3.18.    Further Instruments and Acts.    Upon the reasonable request of the Trustee, the Company will
execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. 


        Section 3.19.    Statement by Officers as to Default.    The Company shall deliver to the Trustee, as soon as
possible and in any event within 5 Business Days after the Company becomes aware of the occurrence of any Event of Default or Default an Officers' Certificate setting forth the details of such Event
of Default or Default and the action which the Company is taking or proposes to take in respect thereof. 



        Section 3.20.    Payments for Consent.    Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Beneficial Owner or Holder of any Notes for or as an inducement to any consent to any
waiver, supplement or amendment of any terms or provisions of this Indenture or the Notes, unless such consideration is offered to be paid or agreed to be paid to all Beneficial Owners and Holders of
the Notes which so consent in the time frame set forth in solicitation documents relating to such consent. 


53







 
ARTICLE IV  


Successor Company


        Section 4.1.    Merger, Consolidation or Sale of Assets.    The Company may not, directly or indirectly:
(1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or continue in another jurisdiction; or (2) sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company, in one or more related transactions, to another Person, unless: 



        (1)    either:
(a) the Company is the surviving corporation; or (b) the Person (the "Successor Company") formed by
or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is organized or existing
under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, a corporation wholly owned
by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations
shall promptly thereafter become a co-issuer of the Notes pursuant to a supplemental indenture; 


        (2)    the
Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance
or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to a supplemental indenture and other
agreements reasonably satisfactory to the Trustee; 


        (3)    immediately
after such transaction no Default or Event of Default exists; 


        (4)    the
Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease,
conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the
beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in  Section 3.3(a) hereof;
and 


        (5)    the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or disposition and such
supplemental indenture (if any) comply with this Indenture. 




        For
purposes of this covenant, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more
Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on
a consolidated basis, shall be deemed to be the transfer of all or substantially all of the assets of the Company. 


        Notwithstanding
the preceding clauses (3) and (4) of this Section 4.1, (x) any Restricted Subsidiary of the
Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company or any Guarantor, and (y) the Company may merge with an Affiliate solely for the
purpose of reincorporating or reorganizing the Company in another jurisdiction to realize tax or other benefits. 



        The
Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or
substantially all its assets, the Company will not be released from the obligation to pay the principal of, premium, if any, on and interest and Additional Interest, if any, on, the Notes. 


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ARTICLE V  


Redemption of Notes


        Section 5.1.    Optional Redemption.    Except as described below, the Notes will not be redeemable by the
Company's option prior to December 15, 2008. 


        (a)    On
or after December 15, 2008 the Company may redeem all or any part of the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed to the applicable Redemption Date
(subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption
Date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: 



	Year
 
	 	Percentage
	 
	2008	 	104.375	%
	2009	 	102.188	%
	2010 and thereafter	 	100.000	%






        (b)    The
Notes will also be redeemable, in whole or in part, at the Company's option at any time or from time to time, prior to December 15, 2008, at the
Make-Whole Price in accordance with the provisions of this Indenture. 


        (c)    The
notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. The
Company will notify the Trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. 



        (d)    At
any time prior to December 15, 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued hereunder
at a redemption price of 108.75% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date (subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), with the net cash proceeds of one or more Equity Offerings by the Company,
provided that: 



        (1)    at
least 65% of the aggregate principal amount of Notes issued hereunder remains outstanding immediately after the occurrence of such redemption (excluding Notes held by
the Company and its Subsidiaries); and 


        (2)    the
redemption occurs within 120 days of the date of the closing of such Equity Offering. 




        Section 5.2.    Applicability of Article.    Redemption of Notes at the election of the Company or otherwise,
as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article V. 


        Section 5.3.    Election to Redeem; Notice to Trustee.    The election of the Company to redeem any Notes
pursuant to Section 5.1 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall,
upon not later than the earlier of the date that is 45 days prior to the Redemption Date fixed by the Company or the date on which notice is given to the Holders (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall deliver to the Trustee such documentation and records as shall
enable the Trustee to select the Notes to be redeemed pursuant to Section 5.4. 


55







 

        Section 5.4.    Selection by Trustee of Notes to Be Redeemed.    If fewer than all of the Notes are to be
redeemed at any time, the Trustee will select Notes for redemption as follows: 



	(1)
	if
the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or



	(2)
	if
the Notes are not listed on any national securities exchange, on a pro rata basis. 




        Section 5.5.    Notice of Redemption.    Notice of redemption shall be given in the manner provided for in  Section 12.2 not less than
30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, except that
redemption notices may be mailed more than 60 days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this
Indenture. Notices of redemption may not be conditional. The Trustee shall give notice of redemption in the Company's name and at the Company's expense;
provided,however, that the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee), an Officers' Certificate requesting that the Trustee
give such notice at the Company's expense and setting forth the information to be stated in such notice as provided in the following items. 



        All
notices of redemption shall state: 



        (1)    the
Redemption Date; 


        (2)    the
redemption price and the amount of accrued interest and Additional Interest, if any, to the Redemption Date payable as provided in  Section 5.7; 


        (3)    if
less than all outstanding Notes are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; 



        (4)    in
case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note,
the Holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed; 


        (5)    that
on the Redemption Date the redemption price (and accrued interest, if any, to the Redemption Date payable as provided in  Section 5.7) will become due and payable upon each such Note, or the portion
thereof, to be redeemed, and, unless the Company defaults in making
the redemption payment, that interest and Additional Interest, if any, on Notes (or the portions thereof) called for redemption will cease to accrue on and after said date; 


        (6)    the
place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any; 


        (7)    the
name and address of the Paying Agent; 


        (8)    that
Notes called for redemption (other than a Global Note) must be surrendered to the Paying Agent to collect the redemption price; 



        (9)    the
CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes; and 


        (10)    the
section of this Indenture and the paragraph of the Notes pursuant to which the Notes are to be redeemed. 




Any
notice of redemption pursuant to this Indenture may not be subject to the satisfaction of any conditions. 


56







 

        Section 5.6.    Deposit of Redemption Price.    Not later than 11:00 a.m. New York time on the
Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in  Section 2.4) an
amount of money sufficient to pay the redemption price of, and accrued interest and Additional Interest, if any, on, all the
Notes which are to be redeemed on that date. 


        Section 5.7.    Notes Payable on Redemption Date.    Notice of redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued and unpaid interest and Additional Interest, if any, to
the Redemption Date), and from and after such date (unless the Company shall default in the payment of the redemption price and accrued interest and Additional Interest, if any) such Notes shall cease
to bear interest and Additional Interest, if any. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the redemption price,
together with accrued and unpaid interest and Additional Interest, if any, to the Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest and
Additional Interest, if any, due on an interest payment date that is on or prior to the Redemption Date). 



        If
any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest and Additional
Interest, if any, from the Redemption Date at the rate borne by the Notes. 


        Section 5.8.    Notes Redeemed in Part.    Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article V) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to  Section 3.14
(with, if the Company or the Trustee so require, due endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available
for delivery to the
Holder of such Note at the expense of the Company, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Note so surrendered, provided that each such new Note will be in a principal amount of $1,000 or integral multiple thereof. No Notes of $1,000 or less may be
redeemed in part. 


ARTICLE VI  


Defaults and Remedies


        Section 6.1.    Events of Default.    Each of the following is an "Event of
Default": 



        (1)    default
in any payment of interest or Additional Interest, if any, on any Note under this Indenture when due, continued for 30 days; 


        (2)    default
in the payment of principal of or premium, if any, on any Note under this Indenture when due at its Stated Maturity, upon optional redemption, upon required
repurchase, upon declaration or otherwise; 


        (3)    failure
by the Company to comply for 30 days with the provisions of Sections 3.3 or  3.4 hereof. 


        (4)    failure
by the Company to comply with the provisions of Sections 3.7, 3.9
or 4.1 hereof; 


        (5)    failure
by the Company for 60 days after notice to comply with any of the other agreements in this Indenture; 



57









 










 



        (6)    default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is
created after the date of this Indenture, if that default: 




	(a)
	is
caused by a failure to pay principal of, or interest, Additional Interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness (a "Payment Default"); or



	(b)
	results
in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of
any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10,000,000 or more; 






        (7)    failure
by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $10,000,000, which judgments are not paid, discharged or stayed
(including a stay pending appeal) for a period of 60 days after the date of such final judgment (or, if later, the date when payment is due pursuant to such judgment); 



        (8)    except
as permitted by this Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to
be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and 


        (9)    (a)
the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for
the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 





	(i)
	commences
a voluntary case or proceeding;



	(ii)
	consents
to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding;



	(iii)
	consents
to the appointment of a Custodian of it or for any substantial part of its property;



	(iv)
	makes
a general assignment for the benefit of its creditors; or



	(v)
	consents
to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; 







or
takes any comparable action under any foreign laws relating to insolvency; or 


        (b)    a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 





	(i)
	is
for relief against the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary in an involuntary case;



	(ii)
	appoints
a Custodian of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated
financial statements for the Company and its Restricted 






58







 





Subsidiaries),
would constitute a Significant Subsidiary or for any substantial part of its Property; or 



	(iii)
	orders
the winding up or liquidation of the Company or any Significant Subsidiary or a group of Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary; 







or
any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 days. 




        However,
a Default under clause (5) of this Section 6.1 will not constitute an Event of Default until the Trustee or the
Holders of 25% in aggregate principal amount of the outstanding Notes notify the Company, and the Trustee in the case of a notice given by the Holders, of the Default and the Company does not cure
such Default within the time specified in clause (5) of this Section 6.1 after receipt of such notice. 


        Section 6.2.    Acceleration.    If any Event of Default (other than those of the type described in
clause (9) of Section 6.1) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of
outstanding Notes may declare the principal of all the Notes, together with all accrued and unpaid interest and Additional Interest, if any, and premium, if any, to be due and payable immediately by
notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is a notice of acceleration, and the same shall become immediately due and payable. 


        In
the case of an Event of Default specified in clause (9) of Section 6.1 hereof, all outstanding Notes shall become due and payable immediately without further action or
notice by the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in this Indenture. 


        At
any time after a declaration of acceleration with respect to the Notes, the Holders of a majority in principal amount of the Notes then outstanding (by notice to the Trustee) may
rescind and cancel such declaration and its consequences if: 



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



        (2)    all
existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the Notes that has become due solely by reason of
such declaration of acceleration; 


        (3)    to
the extent the payment of such interest is lawful, interest (at the same rate specified in the Notes) on overdue installments of interest and Additional Interest, if
any, and overdue payments of principal which has become due otherwise than by such declaration of acceleration has been paid; 


        (4)    the
Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances; and 



        (5)    in
the event of the cure or waiver of an Event of Default of the type described in clause (9) of  Section 6.1, the Trustee has received an Officers' Certificate and Opinion of Counsel that such
Event of Default has been cured or waived. 




        Section 6.3.    Other Remedies.    If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of (or premium, if any) or interest or Additional Interest, if any, on the Notes or to enforce the performance of any provision of the Notes or
this Indenture. 


59







 

        The
Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative. 


        Section 6.4.    Waiver of Past Defaults.    The Holders of a majority in principal amount of the then
outstanding Notes by notice to the Trustee may (a) waive, by their consent (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), an existing Default or Event of Default and its consequences or compliance with any provisions except (i) a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest or Additional Interest, if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under  Section 9.2 cannot be amended without the
consent of each Holder affected and (b) rescind any such acceleration with respect to the Notes
and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction. When a Default or Event of Default is waived, it is deemed cured, but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. 


        Section 6.5.    Control by Majority.    The Holders of a majority in principal amount of the outstanding Notes
may direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to  Sections 7.1 and
7.2, that the Trustee determines is unduly prejudicial to the rights of the other
Holders or would involve the Trustee in personal liability. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all
losses and expenses caused by taking or not taking such action. 


        Section 6.6.    Limitation on Suits.    Subject to Section 6.7, a Holder may not pursue any remedy with
respect to this Indenture or the Notes unless: 



        (1)    such
Holder has previously given to the Trustee written notice stating that an Event of Default is continuing; 



        (2)    Holders
of at least 25% in principal amount of the outstanding Notes have requested in writing that the Trustee pursue the remedy; 


        (3)    such
Holders have offered to the Trustee reasonable security or indemnity against any loss, liability or expense; 


        (4)    the
Trustee has not complied with such request within 60 days after receipt of the request and the offer of security or indemnity; and 



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




        A
Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. 


        Section 6.7.    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture
(including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of, premium (if any) or interest or
Additional Interest, if any, when due on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the consent of such Holder. 


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        Section 6.8.    Collection Suit by Trustee.    If an Event of Default specified in clauses (1) or
(2) of Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in  Section 7.7. 


        Section 6.9.    Trustee May File Proofs of Claim.    The Trustee may file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their
respective creditors or properties and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and
any other amounts due the Trustee under Section 7.7. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder,
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 



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


        FIRST:    to the Trustee for amounts due under Section 7.7; 


        SECOND:    to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest and Additional
Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest and Additional Interest, if
any, respectively; and 


        THIRD:    to the Company or the Guarantors or to such other party as a court of competent jurisdiction may direct. 


        The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least
15 days before such record date, the Company shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 



        Section 6.11.    Undertaking for Costs.    In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits
and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the
Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes. 


        Section 6.12.    Additional Payments.    In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then 


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had
elected to redeem the Notes on or after December 15, 2008 pursuant to the optional redemption provisions of this Indenture, an equivalent premium shall also become and be immediately due
and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to December 15, 2008 by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then the premium specified in this Indenture with the respect to
the first year that the Notes may be redeemed at the Company's option (other than with the net cash proceeds of an Equity Offering) shall also become immediately due and payable to the extent
permitted by law upon the acceleration of the Notes. 


        Section 6.13.    Waiver of Stay, Extension and Usury Laws.    Each of the Company and the Guarantors covenant
(to the extent permitted by applicable law) that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or
other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company or any Guarantor from paying all of any portion of the principal of (premium, if any, on)
or interest and Additional Interest, if any, on the Notes as contemplated herein, or which may affect the covenants or the performance of this Indenture; and (to the extent that it may lawfully do so)
each of the Company and the Guarantors hereby expressly waive all benefit or advantage of any such law, and covenants that they will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 


ARTICLE VII  


Trustee


        Section 7.1.    Duties of Trustee.    (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no
obligation to exercise the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security against loss,
liability or expense satisfactory to the Trustee in its sole discretion. 


        (b)    Except
during the continuance of an Event of Default: 



        (1)    the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


        (2)    in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provisions hereof
are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform on their face to the requirements of this
Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 



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        (c)    The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 



        (1)    this
paragraph does not limit the effect of paragraph (b) of this Section 7.1; 


        (2)    the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and 


        (3)    the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to  Section 6.5. 




        (d)    Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this  Section 7.1. 


        (e)    The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 


        (f)    Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 



        (g)    No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. 


        (h)    Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this  Section 7.1 and to the provisions
of the TIA. 



        (i)    Unless
otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the
Company. 


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


        Section 7.2.    Rights of Trustee.    Subject to  Section 7.1: 


        (a)    The
Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or
presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. 



        (b)    Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on an Officers' Certificate or Opinion of Counsel. 


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


        (d)    The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, unless the
Trustee's conduct constitutes willful misconduct or negligence. 



        (e)    The
Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall
be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such
counsel. 


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        (f)    The
Trustee is not required to make any inquiry or investigation into facts or matters stated in any document but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the Company. 


        (g)    The
Trustee is not required to take notice or shall not be deemed to have notice of any Default or Event of Default hereunder, unless a Trust Officer of the Trustee has
actual knowledge thereof or has received notice in writing of such Default or Event of Default from the Company or the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, and in the absence of any such notice, the Trustee may conclusively assume that no such Default or Event of Default exists. 


        (h)    The
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture. 


        (i)    In
the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Notes, each representing less than the
aggregate principal amount of Notes outstanding required to take any action thereunder, the Trustee, in its sole discretion may determine what action, if any, shall be taken. 


        (j)    The
Trustee's immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall
extend to the Trustee's officers, directors, agents, attorneys and employees. Such immunities and protections and right to indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the discharge of this Indenture and final payments of the Notes. 



        (k)    The
permissive right of the Trustee to take actions permitted by this Indenture shall not be construed as an obligation or duty to do so. 


        Section 7.3.    Individual Rights of Trustee.    The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and  7.11. 



        Section 7.4.    Trustee's Disclaimer.    The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes, and it shall not be responsible for any statement of
the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee's certificate of authentication. 


        Section 7.5.    Notice of Defaults.    If a Default or Event of Default occurs and is continuing and if a Trust
Officer has actual knowledge thereof, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after it. Except in the case of a Default or Event of
Default in payment of principal of, premium, if any, or interest or Additional Interest, if any, on any Note, the Trustee may withhold the notice if and so long as a committee of its trust officers in
good faith determines that withholding the notice is in the interests of Holders. 


        Section 7.6.    Reports by Trustee to Holders.    As promptly as practicable after each May 15 beginning
with the May 15 following the date of this Indenture, and for so long as the Notes remain outstanding, the Trustee shall mail to each Holder a brief report dated as of such reporting date that
complies with TIA § 313(a). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports required by TIA § 313(c). 


64







 

        A
copy of each report at the time of its mailing to Holders shall be filed with the Commission and each stock exchange (if any) on which the Notes are listed. The Company agrees to
notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 



        Section 7.7.    Compensation and Indemnity.    The Company shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or
made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Holders, in addition to the
compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company
shall indemnify the Trustee against any and all loss, liability, damages, claims or expense (including reasonable attorneys' fees and expenses) incurred by it without negligence or willful misconduct
on its part in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this  Section 7.7) and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall provide reasonable cooperation at the Company's expense in the defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such
counsel provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee's defense, and, in the reasonable judgment of outside counsel to the Trustee, there is
no conflict of interest between the Company and the Trustee in connection with such defense. The Company shall not be under any obligation to pay for any written settlement without its consent, which
consent shall not be unreasonably delayed, conditioned or withheld. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the
Trustee's own willful misconduct or negligence. 


        To
secure the Company's payment obligations in this Section 7.7, the Trustee shall have a Lien prior to the Notes on all money or
property held or collected by the Trustee other than money or property held in trust to pay principal of, interest and Additional Interest, if any, on particular Notes. 


        The
Company's payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture. When the Trustee
incurs expenses after the occurrence of a Default specified in clause (9) of Section 6.1 with respect to the Company, the expenses are
intended to constitute expenses of administration under any Bankruptcy Law. 


        Section 7.8.    Replacement of Trustee.    The Trustee may resign at any time by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 



        (1)    the
Trustee fails to comply with Section 7.10; 


        (2)    the
Trustee is adjudged bankrupt or insolvent; 


        (3)    a
receiver or other public officer takes charge of the Trustee or its property; or 


        (4)    the
Trustee otherwise becomes incapable of acting. 




        If
the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the then outstanding Notes and such Holders do not reasonably promptly appoint
a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such 


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event
being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. 



        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in  Section 7.7. 


        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal
amount of the then outstanding Notes may petition, at the Company's expense, any court of competent jurisdiction for the appointment of a successor Trustee. 


        If
the Trustee fails to comply with Section 7.10, unless the Trustee's duty to resign is stayed as provided in TIA §
310(b), any Holder who has been a bona fide Holder of a Note for at least six
months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section 7.8, the Company's obligations under  Section 7.7 shall continue for the benefit of the
retiring Trustee. 


        Section 7.9.    Successor Trustee by Merger.    If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act
shall be the successor Trustee. 


        In
case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture. 



        Section 7.10.    Eligibility; Disqualification.    The Trustee shall at all times satisfy the requirements of
TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply
with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA
§ 310(b)(1) are met. 


        Section 7.11.    Preferential Collection of Claims Against Company.    The Trustee shall comply with TIA
§ 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated. 


ARTICLE VIII  


Legal Defeasance and Covenant Defeasance



        Section 8.1.    Option to Effect Legal Defeasance or Covenant Defeasance.    The Company may, at its option and
at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes
upon compliance with the conditions set forth in this Article VIII. 


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        Section 8.2.    Legal Defeasance and Discharge.    Upon the Company's exercise under Section 8.1 hereof
of the option applicable to this Section 8.2, the Company shall, subject to the satisfaction of the conditions set forth in  Section 8.4 hereof,
be deemed to have been discharged from its Obligations with respect to all outstanding Notes on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance") and each Guarantor shall be released from all of its Obligations under its Subsidiary
Guarantee. For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses
(a) through (e) below, and to have satisfied all its other obligations under the Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding
Notes to receive, solely from the trust fund described in Sections 8.4 and 8.5 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Company's and
the Guarantors' Obligations with respect to such Notes under Article II and Sections 3.1 and  3.14
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's and the Guarantors' obligations in
connection therewith, (d) the optional redemption provisions of this Indenture, and (e) this Article VIII. If the Company exercises
under Section 8.1 hereof the option applicable to this Section 8.2, subject to the
satisfaction of the conditions set forth in Section 8.4 hereof, payment of the Notes may not be accelerated because of an Event of Default.
Subject to compliance with this Article VIII, the Company may exercise its option under this  Section 8.2 notwithstanding the prior exercise of
its option under Section 8.3 hereof. 


        Section 8.3.    Covenant Defeasance.    Upon the Company's exercise under  Section 8.1 hereof of the option applicable to this
Section 8.3, the Company shall,
subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from its obligations under the covenants contained in  Sections 3.2 through 3.13, 3.15 (other than with respect
to the Company's corporate existence), 3.16, and 3.17 hereof, and the operation of clause (4) of  Section 4.1 hereof, with respect to the outstanding Notes on and after the date the conditions set forth in  Section 8.4 hereof are satisfied (hereinafter,
"Covenant Defeasance") and each Guarantor shall be
released from all of its obligations under its Subsidiary Guarantee with respect to such covenants in connection with such outstanding Notes and the Notes shall thereafter be deemed not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in
any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. If the Company exercises under Section 8.1 hereof
the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in  Section 8.4 hereof, payment of the Notes
may not be accelerated because of an Event of Default specified in clauses (3), (4) (with respect
to the covenant contained in clause (4) of Section 4.1 hereof), (5) (with respect to Sections
3.2 through 3.13, 3.15(other than with respect to the Company's corporate
existence), 3.16, and 3.17 hereof), (6), (7) and (9) of such  Section 6.1 (but in the case of
clause (9) of Section 6.1 hereof, with respect to
Significant Subsidiaries only). 


        Section 8.4.    Conditions to Legal or Covenant Defeasance.    The following shall be the conditions to the
application of either Section 8.2 or 8.3 hereof to the outstanding Notes. 


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        In order to exercise Legal Defeasance or Covenant Defeasance: 



        (1)    the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government
Securities, or a combination of cash in U.S. dollars, and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, and interest, Additional Interest, if any, and premium, if any, on the outstanding Notes on the date of fixed maturity or on the applicable
Redemption Date, as the case may be, and the Company must specify whether the Notes are being defeased to the date of fixed maturity or to a particular Redemption Date 


        (2)    in
the case of Legal Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that: 



	(a)
	the
Company has received from, or there has been published by, the Internal Revenue Service a ruling; or



	(b)
	since
the date of this Indenture, there has been a change in the applicable federal income tax law, 





in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and shall be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 


        (3)    in
the case of Covenant Defeasance, the Company shall deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that Holders of the
outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and shall be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 


        (4)    no
Default or Event of Default shall have occurred and be continuing with respect to the Notes on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default pursuant to clause (9) of Section 6.1
hereof are concerned, at any time in the period ending on the 91st day after the date of deposit; 


        (5)    such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 


        (6)    the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit (or, if any Holder or Beneficial Owner
of Notes is an insider of the Company, such later date as counsel may specify in such opinion), the trust funds shall not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally; 


        (7)   the
Company shall have delivered to the Trustee an Officers' Certificate stating that such deposit was not made by the Company with the intent of preferring the Holders
of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and 



68







 

        (8)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with. 




        Section 8.5.    Deposited Cash and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.    Subject to Section 8.6 hereof, all cash and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying trustee), collectively for purposes of this Section 8.5, the
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest, if any,
but such cash and securities need not be segregated from other funds except to the extent required by law. 



        The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited
pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by
law is for the account of the Holders of the outstanding Notes. 


        Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon the request of the Company any cash or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in
the opinion of a nationally recognized independent registered public accounting firm expressed in a written certification thereof delivered to the Trustee (which may be the certification delivered
under clause (1) of Section 8.4 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 


        Section 8.6.    Repayment to Company.    Any cash or non-callable Government Securities deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, on, or interest or Additional Interest, if any, on, any Note and
remaining unclaimed for one year after such principal, premium, if any, or interest or Additional Interest, if any, has become due and payable shall be paid to the Company on its request (unless an
abandoned property law designates another Person) or (if then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such cash and securities, and all liability of the Company as Trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national edition), notice that
such cash and securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed
balance of such cash and securities then remaining shall be repaid to the Company. 


        Section 8.7.    Reinstatement.    If the Trustee or Paying Agent is unable to apply any cash or
non-callable Government Securities in accordance with Section 8.2, 8.3 or  8.5 hereof, as the case may
be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to  Section 8.4 hereof
until such time as the Trustee or Paying Agent is permitted to apply all such cash and securities in accordance with  Section 8.2, 8.3 or 8.5 hereof, as the case may
be; provided, however, that, if the Company makes any payment of principal of, premium, if any, on, or interest or Additional Interest, if any, on, any
Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders to receive such payment from the cash and securities held by the Trustee or Paying
Agent. 


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ARTICLE IX
  Amendments



        Section 9.1.    Without Consent of Holders.    The Company, the Guarantors and the Trustee may amend this
Indenture or the Notes without notice to or consent of any Holder: 



        (1)   to
cure any ambiguity, defect or inconsistency; 


        (2)   to
provide for uncertificated Notes in addition to or in place of certificated Notes; 



        (3)   to
provide for the assumption of the Company's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the
Company's properties or assets; 


        (4)   to
make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture
of any Holder, provided that any change to conform this Indenture to an offering memorandum relating to a Registered Exchange Offer of the Notes will not be deemed to adversely affect the legal rights
under this Indenture of any Holder; 


        (5)   to
secure the Notes or the Subsidiary Guarantees pursuant to the requirements of the covenant described in  Section 3.5 hereof or otherwise; 


        (6)   to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; 


        (7)   to
add any additional Guarantor or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in this Indenture; 



        (8)   to
comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or 


        (9)   to
evidence or provide for the acceptance of appointment under this Indenture of a successor trustee. 




        After
an amendment under this Indenture becomes effective, the Company is required to mail to the Holders a notice briefly describing such amendment. However, the failure to give such
notice to all the Holders, or any defect therein, will not impair or affect the validity of the amendment or supplemental indenture under this  Section 9.1. 



        Section 9.2.    With Consent of Holders.    The Company, the Guarantors and the Trustee may amend or supplement
this Indenture or the Notes without notice to any Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or compliance with any provision of this Indenture or the Notes
may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes). 


        However,
without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder): 



        (1)   reduce
the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; 


        (2)   reduce
the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes; 



70







 

        (3)   reduce
the rate of or change the time for payment of interest on any Note; 


        (4)   waive
a Default or Event of Default in the payment of principal of, or interest or premium, if any, on the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); 


        (5)   make
any Note payable in currency other than that stated in the Notes; 


        (6)   make
any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or
interest or premium, if any, on the Notes; 


        (7)   make
any change in the covenants and definitions used therein described above in Section 3.7, 3.9 and  5.1; 



        (8)   impair
the right of any Holder to receive payment of, premium, if any, principal of and interest and Additional Interest, if any, on such Holder's Notes issued hereunder
on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Notes; 


        (9)   release
any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or 


        (10) make
any change in the preceding amendment, supplement and waiver provisions. 




        It
shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Notes given in connection with a
tender of such Holder's Notes will not be rendered invalid by such tender. 


        After
an amendment under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or
any defect therein, shall not impair or affect the validity of an amendment supplemental indenture or waiver under this Section 9.2. 


        Section 9.3.    Compliance with Trust Indenture Act.    Every amendment or supplement to this Indenture or the
Notes shall comply with the TIA as then in effect. 


        Section 9.4.    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a
Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent or
waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Note or portion of the Note if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Holder. 


        For
purposes of this Indenture, the written consent of the Holder of a Global Note shall be deemed to include any consent delivered by an Agent Member by electronic means in accordance
with the Automated Tender Offer Procedures system or other customary procedures of, and pursuant to authorization by, DTC. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date
(or their duly 


71







 



designated
proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be
Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. 



        Section 9.5.    Notation on or Exchange of Notes.    If an amendment changes the terms of a Note, the Trustee
may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if
the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Note shall not affect the validity of such amendment. 



        Section 9.6.    Trustee To Sign Amendments.    The Trustee shall sign any amendment authorized pursuant to this  Article IX if the
amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may
but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Sections
7.1 and 7.2) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture. 


ARTICLE X
  Subsidiary Guarantee


        Section 10.1.    Subsidiary Guarantee.    Each Guarantor hereby fully, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, interest and Additional Interest, if any, on the Notes and all other monetary Obligations of the Company
under this Indenture. Each Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and
that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. 


        Each
Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Guarantor waives
notice of any default under the Notes or the Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof;
(c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any Note held by any
Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; or (f) any change in the ownership of
the Company. 


        Each
Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that
any resort be had by any Holder to any Note held for payment of the Obligations. 


        Except
as expressly set forth in Article VIII and Section 10.2, the
obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim
of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein 


72







 



shall
not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any
other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or
equity. 


        Each
Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest or Additional Interest, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or
otherwise. 


        In
furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company
to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of
written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and
(ii) accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law) and except as provided in  Section 10.2. 


        Each
Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations Guaranteed hereby may be
accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Obligations Guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantor for the purposes of this Subsidiary Guarantee. 


        Each
Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any rights under
this Section 10.1. 


        Section 10.2.    Limitation on Liability; Termination, Release and Discharge.    



        (a)   The
obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, but not limited to, Senior Debt of a Guarantor) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. 


        (b)   Subject
to Article IV and Section 3.7, a Guarantor may not
sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge into (whether or not such Guarantor is the surviving Person), another Person, other
than the Company or another Guarantor, unless: 



        (1)   immediately
after giving effect to such transaction, no Default or Event of Default exists; and 


        (2)   either:





	(a)
	the
Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or
a Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture substantially in the form specified 





73







 




in
this Indenture, under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein; or 



	(b)
	the
Net Proceeds of such sale or other disposition are applied in accordance with the Section 3.7 hereof. 






        (c)   A
Guarantor may consolidate with or merge into or sell or otherwise dispose of all or substantially all of its properties or assets to the Company or another Guarantor
without limitation, except to the extent that any such transaction is subject to the provisions of Article IV and  Section 3.7. 


        (d)   The
Subsidiary Guarantee of a Guarantor will be deemed released and the Guarantor will be relieved of its obligations under this Indenture and its Subsidiary Guarantee
without any further action required on the part of the Company or such Guarantor: 



        (1)   in
connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor (including by way of merger or consolidation)
to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with  Section 3.7 hereof; or 


        (2)   in
connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such
transaction) a Subsidiary of the Company, if the sale or other disposition complies with Section 3.7 hereof; or 



        (3)   if
the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or 


        (4)   upon
Legal Defeasance or Covenant Defeasance as provided in Article VIII or upon satisfaction and discharge of
this Indenture as provided in Article XI. 




        Section 10.3.    Limitation of Guarantors' Liability.    Each Guarantor, and by its acceptance hereof each
Holder, hereby confirms that it is the intention of all such parties that the Guarantee by such Guarantor pursuant to its Subsidiary Guarantee not constitute a fraudulent transfer or conveyance for
purposes of the Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the
Holders and each Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Subsidiary Guarantee will be limited to the maximum amount as will, after giving effect to all
other contingent and fixed liabilities (including, but not limited to, Senior Debt of a Guarantor) of such Guarantor and after giving effect to any collections from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under its Subsidiary Guarantee or pursuant to Section 10.4 hereof,
result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting such a fraudulent conveyance or fraudulent transfer. This  Section 10.3 is for the benefit of the
creditors of each Guarantor. 


        Section 10.4.    Contribution.    In order to provide for just and equitable contribution among the Guarantors,
the Guarantors agree that in the event any payment or distribution is made by any Guarantor (a "Funding Guarantor") under its Subsidiary Guarantee, such
Funding Guarantor will be entitled to a contribution from each other Guarantor (if any) in a pro rata amount based on the Adjusted Net Assets of each Guarantor (including the Funding Guarantor) for
all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company's obligations with respect to the Notes or any other Guarantor's obligations with respect to its
Subsidiary Guarantee. 


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ARTICLE XI
  Satisfaction and Discharge



        Section 11.1.    Satisfaction and Discharge.    This Indenture will be discharged and will cease to be of
further effect as to all Notes issued hereunder (except as to surviving rights of registration of transfer or exchange of the Notes and as otherwise specified hereunder), when: 


        (1)   either:





	(a)
	all
Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and
thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or



	(b)
	all
Notes that have not been delivered to the Trustee for cancellation have become due and payable or will become due and payable within one year by reason of the mailing of a notice
of redemption or otherwise and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in
U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without
consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued
interest and Additional Interest, if any, to the date of fixed maturity or redemption; 





        (2)   no
Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a
breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the
Company or any of its Subsidiaries is bound; 


        (3)   the
Company or any Guarantor has paid or caused to be paid all sums payable by it hereunder; 



        (4)   the
Company has delivered irrevocable instructions to the Trustee hereunder to apply the deposited money toward the payment of the Notes at fixed maturity or the
Redemption Date, as the case may be; and 


        (5)   the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, which, taken together, state that all conditions precedent under the
Indenture relating to the satisfaction and discharge of this Indenture have been complied with. 


ARTICLE XII
  Miscellaneous



        Section 12.1.    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. Each Guarantor in addition to performing its
obligations under its Subsidiary Guarantee shall perform such other obligations as may be imposed upon it with respect to this Indenture under the TIA. 


75







 

        Section 12.2.    Notices.    Any notice or communication shall be in writing and delivered in person, by
telecopier or overnight air courier guaranteeing next day delivery or mailed by first-class mail addressed as follows: 




if
to the Company: 


Venoco, Inc.

5464 Carpinteria Ave., Suite J

Carpinteria, California 93013

Attention: General Counsel 


if
to the Trustee: 


U.S.
Bank National Association

950 17th Street, Suite 300

Denver, Colorado 80202

Attention: Corporate Trust Services 





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


        Any
notice or communication mailed to a registered Holder shall be mailed to the Holder at the Holder's address as it appears on the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed. Any notice or communication shall also be mailed to any Person described in TIA § 3.13(c), to the extent required by the TIA. 



        Failure
to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives it. 


        Section 12.3.    Communication by Holders with other Holders.    Holders may communicate pursuant to TIA
§ 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA
§ 312(c). 


        Section 12.4.    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the
Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: 



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



        (2)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been
complied with. 




        In
any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion as to such matters in one or several
documents. 


        Any
certificate or opinion of an Officer of the Company or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, and may state that it is so based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an Officer or Officers of the Company or such Guarantor stating that the information with respect to such 


76







 



factual
matters known to the Company or such Guarantor, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. 


        Where
any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they
may, but need not, be consolidated and form one instrument. 



        Section 12.5.    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to
compliance with a covenant or condition provided for in this Indenture shall include: 



        (1)   a
statement that the individual making such certificate or opinion has read such covenant or condition; 


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


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


        (4)   a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 




        Section 12.6.    When Notes Disregarded.    In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control
with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 


        Section 12.7.    Rules by Trustee, Paying Agent and Registrar.    The Trustee may make reasonable rules for
action by, or a meeting of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


        Section 12.8.    Legal Holidays.    A "Legal Holiday" is a
Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in Denver, Colorado or New York, New York. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected. 


        Section 12.9.    GOVERNING LAW.    THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


        Section 12.10.    No Recourse Against Others.    No director, officer, employee, incorporator or stockholder or
other owner of Capital Stock of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, this Indenture or the Subsidiary
Guarantees, or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. 


        Section 12.11.    Successors.    All agreements of the Company in this Indenture and the Notes shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its successors. 


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        Section 12.12.    Multiple Originals.    The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 



        Section 12.13.    Qualification of Indenture.    The Company shall qualify this Indenture under the TIA in
accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company, the Trustee and
the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee
shall be entitled to receive from the Company any such Officers' Certificates or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the
TIA. 


        Section 12.14.    Severability.    In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        Section 12.15.    No Adverse Interpretation of Other Agreements.    This Indenture may not be used to interpret
any other indenture, loan or debt agreement of the Company or any Subsidiary or any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture or the
Subsidiary Guarantees. 


        Section 12.16.    Table of Contents; Headings.    The table of contents, cross-reference sheet and headings of
the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or
provisions hereof. 


78








 

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



	 	 	VENOCO, INC.
	

 	
 	

By:	

/s/  TIMOTHY MARQUEZ      
 Name: Timothy Marquez

Title: Chief Executive Officer and President
	

 	
 	
GUARANTORS
	

 	
 	

BMC, LTD.
	

 	
 	

By:	

/s/  TIMOTHY MARQUEZ      
 Name: Timothy Marquez

Title: President
	

 	
 	

WHITTIER PIPELINE CORP.
	

 	
 	

By:	

/s/  TIMOTHY MARQUEZ      
 Name: Timothy Marquez

Title: President
	

 	
 	

217 STATE STREET, INC.
	

 	
 	

By:	

/s/  TIMOTHY MARQUEZ      
 Name: Timothy Marquez

Title: President
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION,

as Trustee
	

 	
 	

By:	

/s/  SETH DODSON      
 Name: Seth Dodson

Title: AVP




79








 










  EXHIBIT A  


[FORM OF FACE OF NOTE] 


[Private
Placement Legend]

[Depositary Legend, if applicable] 



	

No. [        ]	
 	

Principal Amount $[                    ]

CUSIP NO. [                    ]




VENOCO, Inc. 




8.75% Senior Note due 2011 


        Venoco, Inc.,
a Delaware corporation (the "Company"), promises to pay to                        ,
or registered assigns, the principal sum
of [                        ] Dollars or such greater or lesser amount as shall be
reflected on the books and records of the custodian with respect to the Global Note (as appointed by DTC) (the "Notes Custodian")(1), on
December 15, 2011. 




	(1)
	Global
Note only 



        Interest
Payment Dates: June 15 and December 15 


        Record
Dates: June 1 and December 1 


        Additional
provisions of this Note are set forth on the other side of this Note. 



	 	 	VENOCO, INC.
	

 	
 	

By:	
 	

 Name:

Title:





	TRUSTEE'S CERTIFICATE

OF AUTHENTICATION	 	 
	

U.S. Bank National Association, as Trustee, certifies that this is one of the Notes referred to in the Indenture.	
 	

 
	

By:	

 Authorized Signatory	
 	

Date:




A-1







 
[FORM OF REVERSE SIDE OF NOTE] 


8.75%
Senior Note due 2011 


1.    Interest



        Venoco, Inc.,
a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Note at the rate per
annum shown above. 


        The
Company will pay interest semiannually in arrears on June 15 and December 15 of each year commencing June 15, 2005. Interest on the Notes will accrue from the
most recent date to which interest has been paid on the Notes or, if no interest has been paid, from and including December 20, 2004. The Company shall pay interest on overdue principal or
premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful and will pay Additional Interest as provided for in the Registration Rights
Agreement. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


2.    Method of Payment


        By
no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest or Additional Interest, if any, on, any Note is due and
payable, the Company shall deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, interest and Additional Interest, if any. The Company will pay interest
(except Defaulted Interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the
interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders
must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest and Additional Interest, if any, in money of the United States that at the time of
payment is legal tender for payment of public and private debts. If a Holder has given wire transfer instructions to the Company, the Company will, or if the Company is not then the Paying Agent, the
Company will cause the Paying Agent to, pay all principal, interest, Additional Interest, if any, and premium, if any, on that Holder's Notes in accordance with the instructions; all other payments of
the principal of (and premium, if any), interest and Additional Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New
York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3 of the Indenture;
provided, however, that, at the option of the Company, each installment of interest and Additional
Interest, if any, may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global
Note (including principal, premium, if any, and interest and Additional Interest, if any) will be made by the transfer of immediately available funds to the accounts specified by The Depository Trust
Company. 


3.    Paying Agent and Registrar


        Initially,
U.S. Bank National Association (the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any Holder of the Notes. The Company or any of the Restricted Subsidiaries may act as Paying Agent, Registrar or
co-registrar. 


4.    Indenture


        The
Company issued the Notes under an Indenture dated as of December 20, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the
"Indenture"), 


A-2







 



among
the Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date (the
"Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms in
the Indenture, and Noteholders are referred to the Indenture and the Act for a statement of those terms. 


        The
Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The
Indenture imposes certain limitations, among other things, on the ability of the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock,
create certain
Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the
Company and its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into different lines of
business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. 


        To
guarantee the due and punctual payment of the principal of, premium, if any, on, and interest and Additional Interest, if any, on, the Notes and all other amounts payable by the
Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the
Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such
obligations on a senior basis pursuant to the terms of the Indenture. 


5.    Redemption


        Except
as forth below, the Notes will not be redeemable at the option of the Company prior to December 15, 2008. On and after such date, the Notes will be redeemable, at the
Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest and Additional Interest, if any, thereon, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date) if redeemed during the 12-month period
commencing on December 15 of the years indicated below: 



	Period
 
	 	Redemption Price
	 
	2008	 	104.375	%
	2009	 	102.188	%
	2010 and thereafter	 	100.000	%






        Notes
will also be redeemable, in whole or in part, at the option of the Company at any time or from time to time, prior to December 15, 2008, at the Make-Whole Price. 


        The
notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. The Company will notify
the Trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. 



        In
addition, at any time and from time to time prior to December 15, 2007, the Company may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (which
includes Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company at a redemption price (expressed as a percentage of principal amount) of 108.75% of the 


A-3







 



principal
amount plus accrued and unpaid interest and Additional Interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due
on an interest payment date that is on or prior to the Redemption Date); provided, however, that (1) at least 65% of the aggregate principal amount of the Notes, including any Additional Notes,
remains outstanding after each such redemption and (2) each such redemption occurs within 120 days of the date of closing of such Equity Offering. 


        Notice
of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such redemption or notice may at the Company's discretion,
be subject to one or more conditions precedent, including completion of the related Equity Offering. 


        If
the optional Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest and Additional Interest, if
any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to
redemption by the Company. 


        In
the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, although no Notes of $1,000 in original principal amount or less will be redeemed in part. If
any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On
and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the
applicable redemption price pursuant to the Indenture. 


6.    Repurchase Provisions


        (a)   Upon
a Change of Control any Holder of Notes will have the right to cause the Company to repurchase all or any part of the Notes of such Holder at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that is on or prior to the date of repurchase) as provided in, and subject to the terms of, the Indenture. 


        (b)   In
the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 3.7(d) of the
Indenture, the Company will be required to apply such Excess Proceeds to the repayment of the Notes and any pari passu Indebtedness in accordance with
the procedures set forth in Section 3.7 of the Indenture. 


7.    Denominations; Transfer; Exchange


        The
Notes are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer or exchange of (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not
to be redeemed) or (ii) any Notes for a period of 15 days before a selection of Notes to be redeemed. 


A-4







 

8.    Persons Deemed Owners



        The
registered Holder of this Note may be treated as the owner of it for all purposes 


9.    Unclaimed Money


        If
money for the payment of principal or interest remains unclaimed for one year, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned
property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


10.    Defeasance



        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or non-callable Government Securities for the payment of principal, premium, interest and Additional Interest, if any, on the Notes to redemption or maturity, as the
case may be. 


11.    Amendment, Waiver


        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent or electronic consent pursuant to the second
paragraph of Section 9.4 of the Indenture, as applicable, of the Holders of at least a majority in principal amount of the then outstanding Notes
and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Noteholder affected) or noncompliance with
any provision may be waived with the written consent or electronic consent pursuant to the second paragraph of Section 9.4 of the Indenture, as
applicable, of the Holders of a majority in principal amount of the then outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company
and the Trustee may amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees with respect to the Notes, to release a Subsidiary Guarantor in accordance with
the Indenture or to secure the Notes, or to provide additional rights or benefits to the Holders of the Notes, or to comply with any requirement of the Commission in connection with qualifying or
maintaining the qualification of the Indenture under the Act, or to make any change that does not
adversely affect the rights of any Noteholder, or to provide for the issuance of Additional Notes or to evidence or provide for a successor trustee. 


12.    Defaults and Remedies



        Under
the Indenture, Events of Default include in summary form: (i) default for 30 days in payment of interest or Additional Interest, if any, when due on the Notes;
(ii) default in payment of principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon
declaration or otherwise; (iii) the failure by the Company to comply with its obligations under Article IV of the Indenture;
(iv) failure by the Company to comply for 30 days with any of its obligations under the covenants described under Sections 3.3 or  3.4 of the
Indenture; (v) failure to comply with the provisions of Sections 3.7,  3.9 or 4.1 of the Indenture;
(vi) the failure by the Company to comply for 60 days after
notice with its other agreements contained in the Indenture or under the Notes (other than those referred to in (i), (ii), (iii), (iv) or (v) above); (vii) default under any
mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries
(or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or 


A-5







 



is
created after the Issue Date, if that default (a) is caused by a failure to pay principal of, or interest or Additional Interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness ("Payment Default") or (b) results in the acceleration of such Indebtedness prior to
its Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or
the maturity of which has been so accelerated, aggregates $10.0 million or more; (viii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a
Significant Subsidiary; (ix) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days or (x) any Subsidiary Guarantee shall be held in a judicial proceeding to be not enforceable or valid or shall cease to be in full force and effect or any
Guarantor or other Person acting on its behalf shall deny or disaffirm its obligations under its Subsidiary Guarantee (except pursuant to the release or termination of any such Subsidiary Guarantee in
accordance with the Indenture). However, a default under clause (vi) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of
the outstanding Notes notify the Company and the Trustee, in the case of a notice given by the Holders, of the default and the Company does not cure such default within the time specified in
clause (vi) hereof after receipt of such notice. 


        If
an Event of Default occurs and is continuing (other than an Event of Default described in clause (viii) above), the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default. 


        Noteholders
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their
interest. 


13.    Trustee Dealings with the Company


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 


14.    No Recourse Against Others


        No
director, officer, employee, incorporator, partner or stockholder of the Company, or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or
the Subsidiary Guarantors under the Notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations of their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 


A-6







 

15.    Authentication


        This
Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other
side of this Note. 


16.    Abbreviations


        Customary
abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with
rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act). 


17.    CUSIP Numbers



        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed
the Trustee to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


18.    Governing Law


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



        The
Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture, which has in it the text of this Note in larger type.
Requests may be made to: 



	 	 	Venoco, Inc

5464 Carpinteria Ave., Suite J

Carpinteria, California 93013

Attention: General Counsel




A-7







 
ASSIGNMENT
FORM 



	    	 	To assign this Note, fill in the form below:	 	 
	

 	
 	

I or we assign and transfer this Note to	
 	

 
	

 	
 	

 (Print or type assignee's name, address and zip code)	
 	

 
	

 	
 	

 (Insert assignee's soc. see. or tax I.D. No.)	
 	

 





and irrevocably appoint                          agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him. 



	

Date:	

 	
 	

Your Signature:	

 
	 	
	 	 	

	  

	 





	Signature Guarantee:	 	 
	 	 	
 (Signature must be guaranteed)
	

 Sign exactly as your name appears on the other side of this Note.





The signatures) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved
signature guarantee medallion program), pursuant to Commission Rule 17Ad-15. 


        In
connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is two years after the later of the date of original
issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being: 


CHECK
ONE BOX BELOW: 



	1	 	o	 	acquired for the undersigned's own account, without transfer; or
	

2	
 	

o	
 	

transferred to the Company; or
	

3	
 	

o	
 	

transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); or
	

4	
 	

o	
 	

transferred pursuant to an effective registration statement under the Securities Act; or
	

5	
 	

o	
 	

transferred pursuant to and in compliance with Regulation S under the Securities Act; or
	

6	
 	

o	
 	

transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933.




A-8







 

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if box (5) or (6) is checked, the Trustee or the Company may require, prior to registering any such transfer of the Notes, in their sole
discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. 



	

 	
 	

 Signature
	

Signature Guarantee:	
 	

 
	

 (Signature must be guaranteed)	
 	

 Signature





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Commission Rule 17Ad-15. 


TO
BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. 


The
undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account
is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it
is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. 



	

 Dated:	
 	

 




A-9







 
OPTION OF HOLDER TO ELECT PURCHASE 


        If
you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or  Section 3.9 of the Indenture, check either box:




	o	 	o
	3.7	 	3.9





        If
you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.7 or  Section 3.9 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $ 



	

Date:	

 	
 	

Your Signature	

 
	 	
	 	 	
 (Sign exactly as your name appears on the other side of the Note)





	

Signature Guarantee:	

 
	 	
 (Signature must be guaranteed)





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Commission Rule 17Ad-15. 


A-10







 
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE(1) 


        The
following increases or decreases in this Global Note have been made: 



	Date of

Exchange
	 	Amount of decrease in

Principal Amount of

this Global Note
	 	Amount of increase in

Principal Amount of

this Global Note
	 	Principal Amount of this Global

Note following such decrease or

increase
	 	Signature of authorized

signatory of Trustee or

Notes Custodian

	

 	
 	

 	
 	

 	
 	

 	
 	

 






	(1)
	Include
only if security is issued in global form. 


A-11








 










  EXHIBIT B  


[FORM
OF FACE OF EXCHANGE NOTE] 


[Depositary
Legend, if applicable] 



	No.	 	[	 	      	 	]	 	 	 	Principal Amount	 	$[	 	                	 	]
	 	 	 	 	
	 	 	 	 	 	 	 	 	 	
	 	 
	 	 	 	 	 	 	 	 	 	 	CUSIP NO.	 	[	 	 	 	]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
	 	 




VENOCO, Inc. 


8.75%
Senior Note due 2011 


        Venoco, Inc.,
a Delaware corporation (the "Company"), promises to pay to                        ,
or registered assigns, the principal sum
of [                        ] Dollars or such greater or lesser amount as shall be reflected on the books and records of the
custodian with respect to the Global Note (as appointed by
DTC) (the "Notes Custodian")(2), on December 15, 2011. 




	(2)
	Global
Note only 



Interest
Payment Dates: June 15 and December 15 


Record
Dates: June 1 and December 1 


Additional
provisions of this Note are set forth on the other side of this Note. 



	 	 	 	 	VENOCO, INC.
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	
 Name:

Title:
	

TRUSTEE'S CERTIFICATE

OF AUTHENTICATION	
 	

 	
 	

 
	

U.S. Bank National Association,

as Trustee, certifies that this is

one of the Notes referred

to in the Indenture.	
 	

 	
 	

 
	

By:	
 	

 	
 	

 	
 	

 
	 	 	
 Authorized Signatory	 	 	 	Date:




B-1







 
[FORM
OF REVERSE SIDE OF NOTE] 


8.75%
Senior Note due 2011 


1.    Interest    



        Venoco, Inc.,
a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Note at the rate per
annum shown above. 


        The
Company will pay interest semiannually in arrears on June 15 and December 15 of each year commencing June 15, 2005. Interest on the Notes will accrue from the
most recent date to which interest has been paid on the Notes or, if no interest has been paid, from and including December 20, 2004. The Company shall pay interest on overdue principal or
premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful and will pay Additional Interest as provided for in the Registration Rights
Agreement. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 


2.    Method of Payment    


        By
no later than 11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest or Additional Interest, if any, on, any Note is due and
payable, the Company shall deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, interest and Additional Interest, if any. The Company will pay interest
(except Defaulted Interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 or December 1 next preceding the
interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest and Additional Interest, if any, in money of the United States that at the time of payment is legal tender for payment of public and
private debts. If a Holder has given wire transfer instructions to the Company, the Company will, or if the Company is not then the Paying Agent, the Company will cause the Paying Agent to, pay all
principal, interest, Additional Interest, if any, and premium, if any, on that Holder's Notes in accordance with the instructions; all other payments of the principal of (and premium, if any),
interest and Additional Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose pursuant to Section 2.3 of the Indenture;
provided, however, that, at the option of the Company, each installment of interest and Additional
Interest, if any, may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Payments in respect of Notes represented by a Global
Note (including principal, premium, if any, and interest and Additional Interest, if any) will be made by the transfer of immediately available funds to the accounts specified by The Depository Trust
Company. 


3.    Paying Agent and Registrar    


        Initially,
U.S. Bank National Association (the "Trustee"), will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any Holder of the Notes. The Company or any of the Restricted Subsidiaries may act as Paying Agent, Registrar or
co-registrar. 


4.    Indenture    



        The
Company issued the Notes under an Indenture dated as of December 20, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the
"Indenture"), among the Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as
in effect on the Issue Date (the "Act"). 


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Capitalized
terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms in the Indenture, and Noteholders are referred to the
Indenture and the Act for a statement of those terms. 


        The
Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The
Indenture imposes certain limitations, among other things, on the ability of the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock,
create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, merge or transfer all or substantially all of the
assets of the Company and its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; enter into
different lines of business; create Unrestricted Subsidiaries; and enter into sale and leaseback transactions. 


        To
guarantee the due and punctual payment of the principal of, premium, if any, on, and interest and Additional Interest, if any, on, the Notes and all other amounts payable by the
Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the
Subsidiary Guarantors have unconditionally guaranteed (and future Subsidiary Guarantors, together with the Subsidiary Guarantors, will unconditionally guarantee), jointly and severally, such
obligations on a senior basis pursuant to the terms of the Indenture. 


5.    Redemption    


        Except
as forth below, the Notes will not be redeemable at the option of the Company prior to December 15, 2008. On and after such date, the Notes will be redeemable, at the
Company's option, in whole or in part, at any time upon not less than 30 nor more than 60 days prior notice mailed by first-class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued and unpaid interest and Additional Interest, if any, thereon, if any, to the Redemption Date (subject to the right of
Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date) if redeemed during the 12-month period
commencing on December 15 of the years indicated below: 



	Period
 
	 	Redemption Price
	 
	2008	 	104.375	%
	2009	 	102.188	%
	2010 and thereafter	 	100.000	%






        Notes
will also be redeemable, in whole or in part, at the option of the Company at any time or from time to time, prior to December 15, 2008, at the Make-Whole Price. 


        The
notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. The Company will notify
the Trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. 



        In
addition, at any time and from time to time prior to December 15, 2007, the Company may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (which
includes Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company at a redemption price (expressed as a percentage of principal amount) of 108.75% plus
accrued and unpaid interest and Additional Interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest
payment date that is on or prior to the Redemption Date); provided, however, that (1) at least 65% of the 


B-3







 



aggregate
principal amount of the Notes, including any Additional Notes, remains outstanding after each such redemption and (2) each such redemption occurs within 120 days of the date of
closing of such Equity Offering. 


        Notice
of any redemption upon an Equity Offering may be given prior to the completion of the related Equity Offering, and any such redemption or notice may at the Company's discretion,
be subject to one or more conditions precedent, including completion of the related Equity Offering. 



        If
the optional Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest and Additional Interest, if
any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to
redemption by the Company. 


        In
the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, although no Notes of $1,000 in original principal amount or less will be redeemed in part. If
any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the Redemption Date, interest will cease to accrue on Notes or
portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. 


6.    Repurchase Provisions    



        (a)    Upon
a Change of Control any Holder of Notes will have the right to cause the Company to repurchase all or any part of the Notes of such Holder at a purchase price in
cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on an interest payment date that is on or prior to the date of repurchase) as provided in, and subject to the terms of, the Indenture. 


        (b)    In
the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 3.7(d) of the
Indenture, the Company will be required to apply such Excess Proceeds to the repayment of the Notes and any pari passu Indebtedness in accordance with the procedures set forth in  Section 3.7 of the
Indenture. 


7.    Denominations; Transfer; Exchange    


        The
Notes are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of (i) any Notes selected for redemption
(except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Notes for a period of 15 days before a selection of Notes to be redeemed. 


8.    Persons Deemed Owners    


        The
registered Holder of this Note may be treated as the owner of it for all purposes 


9.    Unclaimed Money    



        If
money for the payment of principal or interest remains unclaimed for one year, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned
property 


B-4







 



law
designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 


10.    Defeasance    



        Subject
to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or non-callable Government Securities for the payment of principal, premium, interest and Additional Interest, if any, on the Notes to redemption or maturity, as the
case may be. 


11.    Amendment, Waiver    


        Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended with the written consent or electronic consent pursuant to the second
paragraph of Section 9.4 of the Indenture, as applicable, of the Holders of at least a majority in principal amount of the then outstanding Notes
and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Noteholder affected) or noncompliance with
any provision may be waived with the written consent or electronic consent pursuant to the second paragraph of Section 9.4 of the Indenture, as
applicable, of the Holders of a majority in principal amount of the then outstanding Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Noteholder, the Company
and the Trustee may amend the
Indenture or the Notes to cure any ambiguity, defect or inconsistency, or to comply with Article IV of the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to add guarantees with respect to the Notes, to release a Subsidiary Guarantor in accordance with the Indenture or to secure
the Notes, or to provide additional rights or benefits to the Holders of the Notes, or surrender rights and powers conferred on the Company, or to comply with any requirement of the Commission in
connection with qualifying or maintaining the qualification of the Indenture under the Act, or to make any change that does not adversely affect the rights of any Noteholder, or to provide for the
issuance of Additional Notes or to evidence or provide for a successor trustee. 


12.    Defaults and Remedies    



        Under
the Indenture, Events of Default include in summary form: (i) default for 30 days in payment of interest or Additional Interest, if any, when due on the Notes;
(ii) default in payment of principal or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon
declaration or otherwise; (iii) the failure by the Company to comply with its obligations under Article IV of the Indenture;
(iv) failure by the Company to comply for 30 days with any of its obligations under the covenants described under Sections 3.3 or  3.4 of the
Indenture; (v) failure to comply with the provisions of Sections 3.7,  3.9 or 4.1 of the Indenture;
(vi) the failure by the Company to comply for 60 days after
notice with its other agreements contained in the Indenture or under the Notes (other than those referred to in (i), (ii), (iii), (iv) or (v) above); (vii) default under any
mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries
(or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default
(a) is caused by a failure to pay principal of, or interest or Additional Interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness ("Payment Default") or (b) results in the acceleration of such Indebtedness prior to its Stated Maturity and, in each case, the
principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more; (viii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted
Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant 


B-5







 



Subsidiary;
(ix) failure by the Company or any of Subsidiaries to pay final judgments aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a
period of 60 days, or (x) any Subsidiary Guarantee shall be held in a judicial proceeding to be not enforceable or valid or shall cease to be in full force and effect or any Guarantor or
other Person acting on its behalf shall deny or disaffirm its obligations under its Subsidiary Guarantee (except pursuant to the release or termination of any such Subsidiary Guarantee in accordance
with the Indenture). However, a default under clause (vi) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the
outstanding Notes notify the Company and the Trustee, in the case of a notice given by the Holders, of the default and the Company does not cure such default within the time specified in
clause (vi) hereof after receipt of such notice. 


        If
an Event of Default occurs and is continuing (other than an Event of Default described in clause (viii) above), the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable
immediately upon the occurrence of such Events of Default. 


        Noteholders
may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable
indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold
from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their
interest. 


13.    Trustee Dealings with the Company    


        Subject
to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may
otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not
Trustee. 


14.    No Recourse Against Others    


        No
director, officer, employee, incorporator, partner or stockholder of the Company, or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or
the Subsidiary Guarantors under the Notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations of their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 


15.    Authentication    


        This
Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other
side of this Note. 


16.    Abbreviations    


        Customary
abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with
rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act). 


17.    CUSIP Numbers    


        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and has directed
the 


B-6







 



Trustee
to use CUSIP numbers in notices of redemption as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in
any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


18.    Governing Law    


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



        The
Company will furnish to any Noteholder upon written request and without charge to the Noteholder a copy of the Indenture, which has in it the text of this Note in larger type.
Requests may be made to: 



	 	 	Venoco, Inc.

5464 Carpinteria Ave., Suite J

Carpinteria, California 93013

Attention: General Counsel




B-7







 
ASSIGNMENT
FORM 



	    	 	To assign this Note, fill in the form below:	 	 
	

 	
 	

I or we assign and transfer this Note to	
 	

 
	

 	
 	

 (Print or type assignee's name, address and zip code)	
 	

 
	

 	
 	

 (Insert assignee's soc. see. or tax I.D. No.)	
 	

 





and irrevocably appoint                          agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him. 



	Date:	 	 	 	Your Signature:	 	 
	 	 	
	 	 	 	

	 

	 	 





	Signature Guarantee:	 	 
	 	 	
            (Signature must be guaranteed)
	

 Sign exactly as your name appears on the other side of this Note.





The
signatures) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Commission Rule 17Ad-15. 


B-8







 
OPTION
OF HOLDER TO ELECT PURCHASE 



        If
you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or  Section 3.9 of the Indenture, check either box:




	o

3.7	 	o

3.9








        If
you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.7 or  Section 3.9 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000): $ 



	Date:	 	 	 	Your Signature	 	 
	 	 	
	 	 	 	

	 	 	 	 	 	 	(Sign exactly as your name appears on the other side of the Note)







	Signature Guarantee:	 	 
	 	 	
 (Signature must be guaranteed)





The
signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Commission Rule 17Ad-15. 


B-9







 
SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE(1) 


        The
following increases or decreases in this Global Note have been made: 



	Date of

Exchange
	 	Amount of

decrease in

Principal

Amount of this

Global Note
	 	Amount of

increase in

Principal

Amount of this

Global Note
	 	Principal Amount of

this Global Note

following such

decrease or increase
	 	Signature of

authorized signatory

of Trustee or

Notes Custodian

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 






	(1)
	Include
only if security is issued in global form. 


B-10








 










  EXHIBIT C
  FORM OF SUBSIDIARY GUARANTEE


        This
Supplemental Indenture, dated as of                        (this "Supplemental Indenture" or "Subsidiary
Guarantee"), among [name of future Subsidiary Guarantor] (the "Guarantor"), Venoco, Inc.
(together with its successors and assigns, the "Company") and U.S. Bank National Association, as Trustee under the Indenture referred to below. 


W I T N E S S E T H: 


        WHEREAS,
the Company, certain of Domestic Subsidiaries (the "Subsidiary Guarantors") and the Trustee have heretofore executed and
delivered an Indenture, dated as of December 20, 2004 (as amended, supplemented, waived or otherwise modified, the "Indenture"), providing for
the initial issuance of an aggregate principal amount of $150,000,000 of 8.75% Senior Notes due 2011 of the Company (the "Notes"); 


        WHEREAS,
Section 3.10 of the Indenture provides that the Company is required to cause each Restricted Subsidiary other than a
Foreign Subsidiary created or acquired by the Company after the Issue Date and other Restricted Subsidiaries, to the extent set forth in the Indenture, to execute and deliver to the Trustee a
Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the
principal of, premium, interest and Additional Interest, if any, on the Notes on a senior basis; and 



        WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any Noteholder, 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 


ARTICLE I
 Definitions



        SECTION
1.1    Defined Terms.    As used in this Subsidiary Guarantee, terms defined in the Indenture or in the
preamble or recital hereto are used herein as therein defined, except that the term "Holders" in this Subsidiary Guarantee shall refer to the term
"Noteholders" as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words "herein," "hereof' and "hereby"
and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 


ARTICLE II
 Agreement to be Bound, Subsidiary Guarantee


        SECTION
2.1    Agreement to be Bound.    The Guarantor hereby becomes a party to the Indenture as a Subsidiary
Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 


C-1







 

        SECTION
2.2    Subsidiary Guarantee.    The Guarantor hereby fully, unconditionally and irrevocably Guarantees, as
primary obligor and not merely as surety, jointly and severally with each Subsidiary Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the Obligations pursuant to Article X of the Indenture on a senior basis. 


ARTICLE III
 Miscellaneous


        SECTION
3.1    Notices.    All notices and other communications to the Guarantor shall be given as provided in the
Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 



        SECTION
3.2    Parties.    Nothing expressed or mentioned herein is intended or shall be construed to give any Person,
firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein
or therein contained. 


        SECTION
3.3    Governing Law.    This Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York. 


        SECTION
3.4    Severability Clause.    In case any provision in this Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent
of such invalidity, illegality or unenforceability. 


        SECTION
3.5    Ratification of Indenture; Supplemental Indenture Part of Indenture.    Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or
warranty as to the validity or sufficiency of this Supplemental Indenture. 


        SECTION
3.6    Counterparts.    The parties hereto may sign one or more copies of this Supplemental Indenture in
counterparts, all of which together shall constitute one and the same agreement. 



        SECTION
3.7    Headings.    The headings of the Articles and the sections in this Subsidiary Guarantee are for
convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 


C-2







 

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



	 	 	[GUARANTOR],

as a Subsidiary Guarantor
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	



U.S. BANK NATIONAL ASSOCIATION,

as Trustee
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:
	

 	
 	



VENOCO, INC.
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:




C-3



















  
EXECUTION COPY 


SUPPLEMENTAL INDENTURE  


        This Supplemental Indenture, dated as of December 14, 2007 (this "Supplemental Indenture"), is entered into
among, Venoco, Inc. (together with its successors and assigns, the "Company") the Guarantors (as defined in the Indenture) and U.S. Bank National
Association, as Trustee under the Indenture, dated as of December 20, 2004, by and among the Company, the Guarantors party thereto and the Trustee (the
"Indenture"). 


W
I T N E S S E T H: 


        WHEREAS,
the Company desires to cure an ambiguity in the definition of "Permitted Investment" (set forth in Section 1.1 of the Indenture), by amending the definition of "Permitted
Investment" as provided below; and 


        WHEREAS,
pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and
deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder; 


        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 


ARTICLE I  


Definitions  


        SECTION 1.    Defined Terms.    As used in this Supplemental Indenture, terms defined in the Indenture or in
the preamble or recital hereto are used herein as therein defined. The words "herein," "hereof' and "hereby" and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof. 


ARTICLE II  


Amendment  


        SECTION 2.1    Amendment.    The definition of "Permitted Investment" set forth in Section 1.1 of the
Indenture is hereby amended as follows: 




	(a)
	by
deleting the term "and" after the semi-colon at the end of clause (16);



	(b)
	by
replacing the period at the end of clause (17) with "; and"; and



	(c)
	by
adding the following clause (18):



	(18)
	Investments
made as a result of the receipt of non-cash consideration from a sale of assets that was made pursuant to and in compliance with clause (12) of the
proviso of the definition of "Asset Sale." 




ARTICLE III  


Miscellaneous  


        SECTION 3.1    Notices.    All notices and other communications to the Company, Trustee or any Holder shall be
given as provided in the Indenture. The Company will mail to the Holders the Notice required in Section 9.1 of the Indenture. 







 

        SECTION 3.2    Parties.    Nothing expressed or mentioned herein is intended or shall be construed to give any
Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained. 


        SECTION 3.3    Governing Law.    This Supplemental Indenture shall be governed by, and construed in accordance
with, the laws of the State of New York. 


        SECTION 3.4    Severability Clause.    In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability. 


        SECTION 3.5    Ratification of Indenture; Supplemental Indenture Part of Indenture.    Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. 


        SECTION 3.6    Counterparts.    The parties hereto may sign one or more copies or this Supplemental Indenture
in counterparts, all of which together shall constitute one and the same agreement. 



        SECTION 3.7    Headings.    The headings of the Articles and the sections in this Supplemental Indenture for
convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 


2







 

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



	

VENOCO. INC.	
 	

U.S. BANK NATIONAL ASSOCIATION,

as Trustee
	

By:	
 	

/s/  TIMOTHY M. MARQUEZ      
	
 	

By:	
 	

/s/  SETH DODSON      

	Name:	 	Timothy M. Marquez	 	Name:	 	Seth Dodson
	Title:	 	Chief Executive Officer	 	Title:	 	VP
	
GUARANTORS:	
 	

 	
 	

 
	
 WHITTIER PIPELINE CORPORATION	
 	

 	
 	

 
	

By:	
 	

/s/  TIMOTHY M. MARQUEZ      
	
 	

 	
 	

 
	Name:	 	Timothy M. Marquez	 	 	 	 
	Title:	 	Chief Executive Officer	 	 	 	 
	

TEXCAL ENERGY (LP) LLC	
 	

 	
 	

 
	

By:	
 	

/s/  TIMOTHY M. MARQUEZ      
	
 	

 	
 	

 
	Name:	 	Timothy M. Marquez	 	 	 	 
	Title:	 	Chief Executive Officer	 	 	 	 
	

TEXCAL ENERGY (GP) LLC	
 	

 	
 	

 
	

By:	
 	

/s/  TIMOTHY M. MARQUEZ      
	
 	

 	
 	

 
	Name:	 	Timothy M. Marquez	 	 	 	 
	Title:	 	Chief Executive Officer	 	 	 	 
	

TEXCAL ENERGY SOUTH TEXAS L.P.	
 	

 	
 	

 
	

By:	
 	

TEXCAL ENERGY (GP) LLC,

as general partner	
 	

 	
 	

 
	

By:	
 	

/s/  TIMOTHY M. MARQUEZ      
	
 	

 	
 	

 
	Name:	 	Timothy M. Marquez	 	 	 	 
	Title:	 	Chief Executive Officer	 	 	 	 




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